BOARD OF DIRECTORS COMPENSATION PROGRAM
(AS AMENDED MAY 20, 2009)
Annual Board Retainer:
Additional Annual Retainer for Committee Chairs:
Additional Annual Retainer for the Chairman of the Board of Directors
CASH COMPENSATION—Meeting Fees
Board of Directors Meetings:
Annual Full Value Share Grant:
Each Director will receive, subject to the deferral described below, an annual grant of the number of shares equal to five
times the Annual Board Retainer on the date of the WellPoint, Inc. annual meeting of shareholders. The number of shares of the
Annual Full Value Share Grant will be calculated using the following formula:
[Annual Board Retainer X 5] divided by [the closing price of the WellPoint, Inc. common stock as reported on the
New York Stock Exchange on the date of the annual meeting of shareholders] = Number of shares of the Annual Full
Value Share Grant.
Deferral of Full Value Share Grants:
Each Annual Full Value Share Grant will be deferred for a minimum period of 5 years from the date of the Grant (“Deferral
Period”) in accordance with the terms of the Director Deferred Compensation Plan. Such Grants shall not be distributed to the
Directors until the earlier of the expiration of the Deferral Period or the date on which a Director ceases to be a member of the
Board of Directors.
Director Ownership Guidelines:
Each Director shall have the obligation to own at least $400,000 of WellPoint, Inc. common stock (including deferred shares
and phantom stock, but not options) commencing on the later of May 3, 2007 or the fifth anniversary of the date such Director
became a member of the Board of Directors.
Annual Physical Exam:
WellPoint, Inc. will pay the cost of an annual physical examination for each Director.
WellPoint, Inc. will reimburse each Director for all travel, lodging and other expenses incur