THIS EMPLOYMENT AGREEMENT (“Agreement”), is by and between Anthem Insurance Companies, Inc., an Indiana
mutual insurance company (the “Company”), with offices located at 120 Monument Circle, Indianapolis, Indiana, and Mark L.
Boxer (the “Executive”), residing at 35 Partridge Landing, Glastonbury, Connecticut 06033, dated as of the 6 th day of November,
W I T N E S S E T H :
WHEREAS , the Company (which hereinafter also includes subsidiaries of the Company) desires to assure itself of the
services of the Executive for the period provided in this Agreement, and the Executive is willing to serve in the employ of the
Company on a full-time basis for such period, all in accordance with the terms and conditions contained in this Agreement;
NOW, THEREFORE , in consideration of the mutual covenants herein contained, the Company and the Executive hereby
agree as follows:
1. Condition of Employment . The Company hereby employs the Executive and the Executive hereby accepts such
employment for the period provided for in Section 2, all upon the terms and conditions contained in this Agreement. As a
condition to the Executive’s employment, the Executive affirms and represents that the Executive is under no obligation to any
former employer or other person which is in any way inconsistent with, or which imposes any restriction upon, the employment
of the Executive by the Company or the Executive’s undertakings under this Agreement.
2. Term of Employment . Unless sooner terminated pursuant to Section 7, the term of the Executive’s employment under
this Agreement shall be for a period commencing on the date hereof through the 31 st day of December, 2003 (“Term”).
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3. Duties . During the Term, the Executive shall provide executive, administrative and managerial services to the Company
and perform such other reasonable employment duties as the Chief Executive Officer of the Company may from time to time
prescribe. The Execut