AMENDMENT ONE TO EMPLOYMENT AGREEMENT

EXHIBIT 10.4(i)

AMENDMENT ONE

TO

EMPLOYMENT AGREEMENT

Effective January 1, 2003, this AMENDMENT ONE TO EMPLOYMENT AGREEMENT by and between Anthem Insurance Companies, Inc., an Indiana insurance company (the “Company”) and Xxxxx X. Xxxxx (the “Executive”) hereby amends the EMPLOYMENT AGREEMENT (the “Agreement”) between the parties dated as of the 1^st day of January, 2000, as follows:

1. Section 2 of the Agreement is hereby amended by deleting the termination date and inserting in place thereof the 31^st day of December, 2005.

2. Section 11 of the Agreement is hereby amended by deleting from Subsections (a), (d), (e), and (f) the phrase “for the remainder of the Term,” and inserting in the first paragraph after the word “pay” the phrase “, for the greater of two (2) years or the remainder of the Term,”.

3. All other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Company and the Executive have duly executed this AMENDMENT ONE TO EMPLOYMENT AGREEMENT effective as of the day and year first above written.

Xxxxx X. Xxxxx				Anthem Insurance Companies, Inc.
/s/     Xxxxx X. Xxxxx				By:		/s/    Xxxxx X. Xxxxxxxxx
				Name: Xxxxx X. Xxxxxxxxx Title: President and CEO