0001193125-05-049418 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Wellpoint Inc • Hospital & medical service plans • Indiana

THIS EMPLOYMENT AGREEMENT (“Agreement”), is by and between Anthem, Inc., an Indiana corporation (the “Company”), with offices located at 120 Monument Circle, Indianapolis, Indiana, and Randall Lewis (the “Executive”), residing at 3707 North Gate Woods Court, Walnut Creek, CA 94598, dated as of the 14th day of July, 2003.

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Contract
First Supplemental Indenture • March 14th, 2005 • Wellpoint Inc • Hospital & medical service plans • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 30, 2004 (this “First Supplemental Indenture”), between Anthem Holding Corp., an Indiana corporation (the “Company”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

AMENDMENT TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Wellpoint Inc • Hospital & medical service plans

Effective January 1, 2005, this AMENDMENT TWO TO EMPLOYMENT AGREEMENT by and between Anthem Insurance Companies, Inc., an Indiana insurance company (the “Company”), and Mark L. Boxer (the “Executive”) hereby amends the EMPLOYMENT AGREEMENT (the “Agreement”) between the parties dated as of the 13th day of November, 2000, as follows:

AMENDMENT ONE TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Wellpoint Inc • Hospital & medical service plans

Effective January 1, 2003, this AMENDMENT ONE TO EMPLOYMENT AGREEMENT by and between Anthem Insurance Companies, Inc., an Indiana insurance company (the “Company”), and Mark L. Boxer (the “Executive”) hereby amends the EMPLOYMENT AGREEMENT (the “Agreement”) between the parties dated as of the 13th day of November, 2000, as follows:

AMENDMENT THREE TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2005 • Wellpoint Inc • Hospital & medical service plans

Effective January 1, 2005, this AMENDMENT THREE TO EMPLOYMENT AGREEMENT by and between Anthem Insurance Companies, Inc., an Indiana insurance company (the “Company”), and Samuel R. Nussbaum, M.D. (the “Executive”) hereby amends the EMPLOYMENT AGREEMENT (the “Agreement”) between the parties dated as of the 2nd day of January, 2001, as follows:

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