<PAGE>
EXHIBIT 10.02
AMENDMENT NO. 5
TO THE
WELLPOINT 401(k) RETIREMENT SAVINGS PLAN
The WellPoint 401(k) Retirement Savings Plan (the "Plan"), as originally
effective as of July 1, 1992, and as most recently restated in its entirety
effective as of January 1, 1997 is hereby further amended, effective as of
August 1, 1999, except where a different effective date is specifically provided
as follows:
1. APPENDIX VIII IS HEREBY ADDED IN ITS ENTIRETY, TO READ AS FOLLOWS:
APPENDIX VIII: DISTRIBUTION PROVISIONS
The information contained in this Appendix is consistent with the
Plan's distribution provisions, and is generally required by law to be
explicitly stated in the Plan.
1.01 INCORPORATION BY REFERENCE OF 401(a)(9) REGULATIONS.
Effective January 1, 1985, distributions will be made in accordance
with the Regulations under Code Section 401(a)(9), including the
minimum distribution incidental benefit requirement of Code Section
401(a)(9)(G).
1.02 REQUIRED BEGINNING DATE. Notwithstanding anything contrary
in the Plan, a Participant may not defer payment of Plan benefits past
his or her required beginning date. If a Participant attains age
70-1/2 before January 1, 2000, or if the Participant is a 5% owner
(within the meaning of Code Section 416(i)), his or her required
beginning date is April 1 following the close of the calendar year in
which the Participant attains age 70-1/2. If a Participant attains age
70-1/2 on or after January 1, 2000, his or her required beginning date
is April 1 of the later of (i) the calendar year following the
calendar year in which the Participant attains age 70-1/2, or (ii) the
calendar year following the calendar year in which Participant
terminates employment.
1.03 FORM. Except with respect to the UniCARE Amount, Cost Care
Amount and NCPPO Amount, a Participant's Plan benefits will be
distributed in a single sum at the Participant's required beginning
date if the Participant has not made a prior valid election to receive
his or her benefits at an earlier distribution date. If the
Participant's required beginning date occurs prior to his or her
termination of employment, any benefits accrued during the Plan Year
in which his or her required beginning date occurs, or any later year,
shall be distributed to the Participant no later than last day of the
following calendar year.
1.
<PAGE>
Any UniCARE Amounts, Cost Care Amounts or NCPPO Amounts will be
distributed to the Participant in the annuity contract form described
in the applicable Appendix unless the Participant makes a valid
election to receive an alternative form under the required procedures,
provided, however, that the annual payment under the alternative form
must be not less than the 401(a)(9) amount described below.
1.04 401(a)(9) AMOUNT FOR PARTICIPANTS. The minimum required
distribution for each calendar year ("401(a)(9) amount"), starting
with the calendar year preceding the calendar year in which the
Participant's required beginning date occurs, as applied to a UniCARE
Amount, Cost Care Amount or NCPPO Amount is determined by dividing the
Participant's UniCARE Amount, Cost Care Amount or NCPPO Amount, as
applicable, valued at the last day of the year, by the remaining life
expectancy of the Participant. The life expectancy will not be
recalculated. A new Annuity Starting Date will apply upon the
occurrence of a standard distribution event under the Plan (E.G., the
Participant's termination of employment or the termination of the
Plan), and the Participant's subsequent Plan benefits will be
redetermined to reflect prior benefit payments.
1.05 BENEFICIARY DISTRIBUTIONS.
(a) DEATH BEFORE REQUIRED BEGINNING DATE. If the
Participant dies before his or her required beginning date,
distribution of the Participant's entire Account, other than any
UniCARE Amount, Cost Care Amount and NCPPO Amount will be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death. With respect to any
UniCARE Amount, Cost Care Amount and NCPPO Amount, distribution
shall be made consistent with the preceding sentence except to
the extent that the Beneficiary makes an election in accordance
with the following paragraphs:
(i) DESIGNATED BENEFICIARY. If any portion of the
Participant's UniCARE Amount, Cost Care Amount and NCPPO
Amount is payable to a designated Beneficiary, distributions
may be made for a period certain not greater than the life
expectancy of the designated Beneficiary commencing on or
before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(ii) SURVIVING SPOUSE. If the designated Beneficiary is
the Participant's surviving spouse, the date that
distributions payable for a period certain not greater than
the life expectancy of the Participant's surviving
2.
<PAGE>
spouse are required to begin to the Participant's surviving
spouse shall not be earlier than the later of December 31
of the calendar year immediately following the calendar year
in which the Participant died, and December 31 of the
calendar year in which the Participant would have attained
age 70-1/2.
(iii) DEATH OF SPOUSE. If the surviving spouse dies
after the Participant, but before payments to the spouse
begin, the provisions of this subsection, with the exception
of paragraph (ii), shall be applied as if the surviving
spouse were the Participant.
(b) DEATH AFTER REQUIRED BEGINNING DATE. If a Participant
dies after the Participant's required beginning date, any
remaining Plan benefits attributable to the Participant's UniCARE
Amount, Cost Care Amount and NCPPO Amount will continue to be
distributed at least as rapidly as under the method of
distribution in effect before the Participant's death.
1.06 TIMING. Subject to Regulation 1.411(a)-11(c)(7) and the
provisions of this Plan, benefits of a former Participant shall become
payable no later than 60 days after the last to occur of (a) the last
day of the Plan Year in which the Participant attains age 65, (b) the
last day of the Plan Year in which the Participant separates from
employment with the Company, or (c) the 10th anniversary of the last
day of the Plan Year in which the Participant commenced participation
in the Plan.
2. APPENDIX IX IS HEREBY ADDED IN ITS ENTIRETY, TO READ AS FOLLOWS:
APPENDIX IX:
MERGER OF NATIONAL CAPITAL PREFERRED
PROVIDER ORGANIZATION, INC. 401(k) PLAN
The National Capital Preferred Provider Organization, Inc. 401(k) Plan (the
"NCPPO Plan") is merged with and into the Plan effective as of June 1, 1999
(the "Merger Date"). The merger of the Plan and NCPPO Plan is effected in
accordance with the following provisions:
1.01 ELIGIBILITY. Effective June 1, 1999, notwithstanding
anything to the contrary in the Plan, each Employee who is a
participant in the NCPPO Plan on May 31, 1999 will be eligible to
participate in the Plan in accordance with the provisions in Article
IV.
1.02 TRANSFER OF ACCOUNT BALANCES. The account balances of each
participant (including former and active employees of NCPPO) in the
NCPPO Plan (each an "NCPPO Participant") will be transferred to the
3.
<PAGE>
Plan through a direct transfer from the trust fund of the NCPPO Plan
to the Trust Fund for the Plan on the Merger Date and will be held on
behalf of the NCPPO Participants. References in the Plan to
"Participant" shall include any NCPPO Participant who ceased to be an
employee of NCPPO before the Merger Date. The rights and benefits of
such an individual will be determined in accordance with the
provisions of the NCPPO Plan in effect on the date on which such NCPPO
Participant ceased to be an NCPPO employee. Such rights and benefits
also will be subject to any provisions of the Plan that are
specifically made effective to such date.
1.03 AMOUNT OF ACCOUNT. The account balance maintained for each
NCPPO Participant immediately prior to the Merger Date shall be
credited to the Account maintained for such individual under the Plan
immediately after the Merger Date.
1.04 PROTECTED BENEFITS. The terms and provisions of the Plan
will govern the rights, benefits and entitlements of all Participants
and any other individuals who have an interest in an Account under the
Plan. The terms and provisions of the NCPPO Plan are extinguished and
will cease to have any force or effect as of the Merger Date. However,
this Appendix IX is designed to preserve under the Plan any benefits
that were accrued under the NCPPO Plan prior to the Merger Date to the
extent such benefits are protected under Code Section 411(d)(6)
(`Protected Benefits'). Consequently, this Appendix IX is applicable
only to assets (adjusted for future gains, losses, expenses and
restorations of forfeitures) transferred to the Plan from the NCPPO
Plan ("NCPPO Amount") on behalf of an NCPPO Participant. All
references to a Participant's NCPPO Amount in this Appendix are to
that Participant's NCPPO Amount as of the most recent Valuation Date.
The following benefits, rights and features are Protected Benefits
with respect to NCPPO Amounts:
(a) An NCPPO Participant's right to withdraw amounts
attributable to his or her after-tax contributions, subject to
distribution provisions in Section 1.09 below.
(b) The automatic and optional distribution forms of
benefit specified below in Section 1.09 below.
1.05 IMMEDIATE VESTING. An NCPPO Participant's NCPPO Amount will
be fully vested at the Merger Date to the extent not previously
vested.
1.06 INVESTMENT OF ACCOUNT BALANCE. The account balances
transferred from the NCPPO Plan to the Plan will be invested in such
Fund or Funds as the Committee deems appropriate. Following
reconciliation of the transferred account balances, the NCPPO Amount
4.
<PAGE>
will be invested in accordance with each Participant's investment
directive.
1.07 SERVICE CREDIT. Service recognized under the NCPPO Plan will
not be taken into account for purposes of determining whether a NCPPO
Participant is eligible for the Grandfathered Match that was
implemented in 1997.
1.08 PREVIOUS AUTHORIZATIONS. All distributions in progress,
outstanding loans, beneficiary designations and qualified domestic
relations orders under the NCPPO Plan, except as provided to the
contrary in this Appendix will be effective under the Plan as of the
Merger Date until such time as such distributions in progress,
outstanding loans, beneficiary designations and qualified domestic
relations orders shall be made under the Plan for NCPPO Participants.
1.09 DISTRIBUTIONS.
(a) GENERAL PLAN PROVISIONS. A NCPPO Participant may elect
to receive his or her NCPPO Amount pursuant to the withdrawal or
the distribution provisions (E.G., a single sum) generally
applicable to assets held under the Plan.
(b) ANNUITY OPTIONS. A NCPPO Participant may elect to have
her NCPPO Amount used to purchase a nontransferrable annuity
contract that will be distributed to the Participant in full
satisfaction of all Plan obligations to the Participant and the
Participant's Beneficiaries with regard to the Participant's
NCPPO Amount. A Participant who makes such an election will be
subject to the Notice and Waiver Provisions contained in Section
1.10 of this Appendix and to the following additional
requirements.
(i) NORMAL FORM. If the Participant is not married on
his or her Annuity Starting Date, the Participant's Normal
Form will be a single life annuity with an installment
refund. If the Participant is married on his or her Annuity
Starting Date, the Participant's Normal Form will be an
immediate annuity for the life of the Participant with a
survivor annuity for the life the Participant's spouse
(determined as of the date of distribution of the contract)
which is 50% of the amount of the annuity that is payable
during the joint lives of the Participant and the
Participant's spouse.
(ii) ALTERNATE FORM. Subject to the requirements of
Code Section 401(a)(9) and the consent requirements in
Section 1.10(c) below, a Participant may elect to receive:
5.
<PAGE>
(A) a single life annuity with a certain period
of five, ten or fifteen years;
(B) a straight life annuity;
(C) a reduced immediate annuity for his or her
life with a survivor annuity with installment refund
that is 50%, 66-2/3% or 100% of the amount of the
annuity that is payable during the joint lives of the
Participant and the Beneficiary;
(D) a fixed period annuity for any period of
whole months not less than sixty, provided the payout
term does not exceed the life expectancy of the
Participant and Beneficiary where the life expectancy
is not recalculated; or
(E) substantially equal annual installments over
a period certain that does not extend beyond the life
expectancy of the Participant or the joint life
expectancies of the Participant and the Participant's
Beneficiary. Life expectancies will not be
recalculated.
1.10 NOTICE AND WAIVER PROVISIONS. Subject to the "Special Waiver
of 30-Day Requirement" rules in Article XI of this Plan, the following
provisions are applicable to distributions and withdrawals described
in Section 1.10(b) and Section 1.11(a) of this Appendix.
(a) NOTICE. No less than 30 days and no more than 90 days
before the Annuity Starting Date, the Committee will provide the
Participant, or the Participant's surviving spouse, as the case
may be, with a written explanation of the terms and conditions of
the Normal Form, the right to make, and the effect of, an
election to waive the Normal Form, the right of the Participant's
spouse (if any) to approve a Participant's waiver, the right to
revoke a waiver and the effect of revoking a waiver.
(b) PROCEDURE. A waiver must be made on a form prepared by,
and delivered to, the Committee no earlier than 90 days before
the Annuity Starting Date. The Participant, or the Participant's
surviving spouse, as the case may be, may revoke or change a
waiver at any time before the Annuity Starting Date by delivering
a subsequent form to the Committee that satisfies the Plan's
waiver procedures.
(c) ADDITIONAL CONDITIONS APPLICABLE TO MARRIED
PARTICIPANTS.
6.
<PAGE>
(i) WAIVER. A Participant's spouse must waive any
rights to the Participant's Normal Form in a document
prepared by and delivered to the Committee, that
acknowledges the effect of the waiver, and that is witnessed
by a notary public. In the waiver, the Participant's spouse
must either consent to the specific non-spouse Beneficiary
or Beneficiaries named by the Participant, and the optional
form of benefit selected by the Participant, or acknowledge
that the surviving spouse had the right to limit consent
only to a specific non-spouse Beneficiary or Beneficiaries,
and to a specific optional form of benefit, and that the
surviving spouse voluntarily elected to relinquish that
right.
(ii) CONSENT UNNECESSARY. If the Participant is legally
separated or abandoned (within the meaning of local law) and
the Participant has a court order to that effect (and there
are no Qualified Domestic Relations Orders as defined in
Code Section 414(p) that provide otherwise), or the spouse
cannot be located, then the waiver described in the
preceding paragraph need not be filed with the Committee
when a married Participant elects an optional form of
benefit.
(iii) EFFECT OF CONSENT. Any waiver by a spouse
obtained pursuant to these procedures (or establishment that
the consent of a spouse could not be obtained) is effective
only with respect to that spouse.
1.11 DEATH BENEFITS. Subject to the requirements of Code
Section 401(a)(9), the following death benefit provisions apply to
NCPPO Amounts.
(a) MARRIED PARTICIPANT WHO ELECTED AN ANNUITY. If a
married Participant properly elects an annuity pursuant to the
terms of this Appendix and dies before his or her Annuity
Starting Date, the Participant's NCPPO Amount will be used to
purchase a single life annuity (the Normal Form) for the
Participant's surviving spouse as soon as administratively
possible after the Participant's spouse requests purchase of such
an annuity. Pursuant to the Notice provisions of Sections 1.10(a)
and (b) of this Appendix, the Participant's surviving spouse may
elect to receive the Participant's NCPPO Amount pursuant to the
distribution provisions generally applicable to assets held under
the Plan instead of in the Normal Form of a single life annuity
with an installment refund.
7.
<PAGE>
(b) UNMARRIED PARTICIPANT. If an unmarried Participant dies
before his or her Annuity Starting Date, the Participant's NCPPO
Amount will be distributed pursuant to the distribution
provisions generally applicable to assets held under the Plan and
neither the annuity nor the installment provisions of this
Appendix will not apply.
(c) MARRIED PARTICIPANT WHO DID NOT ELECT AN ANNUITY. If a
married Participant who did not properly elect an annuity
pursuant to the terms of this Appendix dies before his or her
Annuity Starting Date, the Participant's NCPPO Amount will be
distributed pursuant to the distribution provisions generally
applicable to assets held under the Plan and neither the annuity
nor the installment provisions of this Appendix will apply.
1.12 LOANS. A Participant must obtain the consent of his or her
spouse to a loan from the Plan to the extent the loan is secured by
the Participant's NCPPO Amount. The spouse's consent must be provided
as described in Section 1.10(c) above.
3. APPENDIX VII: PARTICIPATING COMPANIES IS HEREBY AMENDED TO ADD
"NATIONAL CAPITAL PREFERRED PROVIDER ORGANIZATION, INC." AT THE END EFFECTIVE AS
OF JUNE 1, 1999.
4. EXCEPT AS MODIFIED BY THIS AMENDMENT NO. 5 (WHICH CORRECTS THE PRIOR
NUMERICAL DESIGNATION), ALL THE TERMS AND PROVISIONS OF THE PLAN, AS PREVIOUSLY
RESTATED AND SUBSEQUENTLY AMENDED, SHALL CONTINUE IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, Wellpoint Health Networks, Inc. has caused this
instrument to be executed on its behalf by its duly authorized officer,
effective as of the date first written above.
WELLPOINT HEALTH NETWORKS, INC.
BY: /s/ J. THOMAS VAN BERKEM
-----------------------------------------
TITLE: Senior Vice President, Human Resources
--------------------------------------
8.
