8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2008 (May 27, 2008)

WELLPOINT, INC.

(Exact name of registrant as specified in its charter)

Indiana	001-16751	35-2145715
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Monument Circle

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (317) 488-6000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 27, 2008, Mark L. Boxer tendered his resignation effective July 1, 2008 as the President and CEO of Operations, Technology and Government Services Business Unit and Executive Vice President of WellPoint, Inc. (the “Company”). Pursuant to a letter agreement between Mr. Boxer and the Company (the “Boxer Agreement”), Mr. Boxer will remain employed by the Company until November 2008 to assist in the transition of his duties.

A copy of the Company’s press release announcing Mr. Boxer’s resignation is furnished herewith as Exhibit 99.1.

The above description of the Boxer Agreement is not complete and is qualified in its entirety by reference to the text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01—Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
Exhibit 10.1	Agreement between WellPoint, Inc. and Mark L. Boxer, dated May 27, 2008.
Exhibit 99.1	Press Release dated May 28, 2008

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 28, 2008

WELLPOINT, INC.
By:	/s/ John Cannon
Name:	John Cannon
Title:	Executive Vice President and General Counsel

3

EXHIBIT INDEX

Exhibit No.	Exhibit
Exhibit 10.1	Agreement between WellPoint, Inc. and Mark L. Boxer, dated May 27, 2008.
Exhibit 99.1	Press Release dated May 28, 2008

4

EX-10.1

Exhibit 10.1

May 27, 2008

Mark L. Boxer

35 Partridge Landing

Glastonbury, CT 06033

Dear Mark:

As a follow-up to your previous conversations with Angela Braly and the simultaneous receipt of your resignation, this letter agreement (“Agreement”) confirms the terms and conditions of your employment with WellPoint, Inc. (together with its subsidiaries and affiliates, collectively referred to herein as the “Company”), from the date of this Agreement until November 3, 2008.

Effective July 1, 2008, you are resigning as Executive Vice President of the Company. You shall remain employed by the Company through November 3, 2008 and will assist with the transition of your former duties between July 1, 2008 and November 3, 2008. During this time, you will use all of your accrued paid time off days (“PTO”) so that no PTO days remain upon your termination on November 3, 2008.

Through November 1, 2008, the Company agrees to pay you a base salary at no less than your current annual rate of $736,625, payable bi-weekly in accordance with the Company’s regular payroll practices. In addition, through November 3, 2008, you will continue to participate in all WellPoint benefit plans, including the Executive Physical Exam Program and the Directed Executive Compensation Plan (“DEC”).

You hereby acknowledge that Section 10 of your existing employment agreement and Section 3.10 of the WellPoint, Inc. Executive Agreement Plan, regarding cooperation, remain in full force and effect.

Further, you hereby release, waive and forever discharge the Company and its past and present officers, directors, employees and agents from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever, whether known or unknown, arising or which could have arisen up to the date of execution of this Agreement, out of or relating to your employment or resignation of employment, and any claims arising under Title VII of the Civil Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers Benefits Protection Act, the Age Discrimination in Employment Act, or any other federal, state or local statute, law, ordinance, regulation, rule or executive order.

Mr. Boxer

May 27, 2008

Page 2

Sincerely,

/s/ Randal L. Brown

Randal L. Brown

Please indicate your agreement to the terms as set forth in this Agreement by signing below.

Signed:	/s/ Mark L. Boxer	Dated: May 27, 2008
	Mark L. Boxer

EX-99.1

Exhibit 99.1

PRESS RELEASE

WELLPOINT ANNOUNCES REALIGNMENT OF OPERATIONS,

TECHNOLOGY AND GOVERNMENT SERVICES UNIT

Mark Boxer to Retire from Company

Indianapolis, IN – May 28, 2008 –WellPoint, Inc. (NYSE: WLP), today announced a realignment of its Operations, Technology and Government Services unit based on the retirement of Mark Boxer, president and chief executive officer of that organization. Effective July 1, 2008, Boxer will retire from WellPoint, and the company will not be replacing him in that role.

Through this transition, Lori Beer, senior vice president of Enterprise Solutions, will become the company’s acting Chief Information Officer, reporting directly to Angela Braly, president and CEO of WellPoint. The company will immediately begin an internal and external search to permanently fill the CIO position.

The company’s Service Operations unit will now report to Ken Goulet, president and CEO of WellPoint’s Commercial Business Unit. Goulet has more than 26 years of health insurance industry experience in operations, management, sales, strategy and plan execution. In addition, Sandy Miller, senior vice president of Federal Government Solutions, will report to Randall Lewis, WellPoint’s executive vice president of Audit and Compliance.

Boxer is retiring from WellPoint to accept an academic appointment teaching graduate business and conducting public policy research in health care. He will also be devoting more time to his not-for-profit work, including advancing opportunities for those with disabilities.

“I am very grateful to Mark for his service and accomplishments, and applaud his desire to give back to the community in which he has lived and worked,” said Braly.

Contacts:
Investor Relations	Media
Michael Kleinman, 317-488-6713	Shannon Troughton, 404-267-3651

1