ANTHEM 2001 STOCK INCENTIVE PLAN
Amended and Restated January 1, 2003
The purpose of this Anthem 2001 Stock Incentive Plan is to further the long term stability and financial success of
Anthem, Inc. (the “Company”), and its Subsidiaries, by attracting and retaining employees through the use of cash and stock
incentives and to encourage ownership in the Company by non-employee members of the Board of Directors of the Company. It
is believed that ownership of Company Stock and the use of cash incentives will stimulate the efforts of those employees upon
whose judgment and interests the Employers are and will be dependent for the successful conduct of their business. It is also
believed that Incentive Awards granted to such employees under this Plan will strengthen their desire to remain employed with
the Employers and will further the identification of those employees’ interests with those of the Company’s shareholders.
Finally, it is believed that Options granted to non-employee members of the Board of Directors of the Company will promote
long-term shareholder value and will provide non-employee members of the Board of Directors of the Company with an
incentive to continue as directors of the Company. The Plan is intended to operate in compliance with the provisions of Rule
As used in the Plan, the following terms have the meanings indicated:
(a) “Act” means the Securities Exchange Act of 1934, as amended.
(b) “Annual Meeting” means the annual meeting of shareholders at which members of the Board are routinely elected.
(c) “Applicable Withholding Taxes” means the aggregate amount of federal, state and local income, payroll and other
withholding taxes that an Employer is required to withhold in connection with any Performance Award, any lapse of restrictions
on Restricted Stock, any grant of Phantom Stock, any exercise of a Nonstatutory Stock Option or Stock Appreciation Right or