2003 Committee Charter : ATH

Planning Committee Charter Vers. 2 Rev. 1 04172003.doc 1
Purpose of Committee
The purpose of the Planning Committee (the "Committee") of the Board of Directors (the
"Board") of Anthem, Inc. (the "Company") is to assist the Board in discharging its
responsibilities relating to (i) strategic and operational planning and performance and (ii)
the investment in technology and targeted areas strategic to the Company's interests.
Committee Membership
The Committee shall consist of three or more members of the Board. Members shall be
appointed by the Board and shall serve at the pleasure of the Board and for such term as
the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet in person or telephonically at least twice a year at a time and place
determined by the Committee chairperson, with further meetings to occur, or actions to
be taken by unanimous written consent, when deemed necessary or desirable by the
Committee or its chairperson.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
1. To review and recommend to the Board a strategic plan for the Company;
2. To review and recommend to the Board an annual operating plan for the
3. To assist the Chief Executive Officer (the "CEO") in developing strategies to
achieve the strategic plan;
4. To review the performance of the Company to the strategic and annual
operating plan;
5. To review integration plans for major acquisitions and transactions;
Planning Committee Charter Vers. 2 Rev. 1 04172003.doc 2
6. To oversee the Company's investment in technology and targeted areas
strategic to positioning the Company as a leader in recognizing, adopting and
adapting to emerging technologies that are changing the health care industry;
7. To prepare and issue the evaluation required under "Performance Evaluation"
8. To regularly report on its activities to the Board; and
9. To perform any other duties or responsibilities expressly delegated to the
Committee by the Board from time to time.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee.
Performance Evaluation
The Committee shall produce and provide to the Board an annual performance evaluation
of the Committee, which evaluation shall compare the performance of the Committee
with the requirements of this Charter. The performance evaluation shall also recommend
any improvements to the Committee's Charter deemed necessary or desirable by the
Committee. The performance evaluation by the Committee shall be conducted in such
manner as the Committee deems appropriate.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties
and responsibilities, including the authority to select, retain, terminate, and approve the
fees and other retention terms of special counsel or other experts or consultants, as it
deems appropriate, without seeking approval of the Board or management.