Exhibit
10.14


WELLPOINT HEALTH NETWORKS INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(As restated effective December 4, 2001)


(As amended October 24, 2003)


ARTICLE I

PURPOSE


The purpose of the WellPoint Health Networks Inc.
Supplemental Executive Retirement Plan is to provide additional retirement
benefits to selected executives of WellPoint Health Networks Inc. and its
affiliates and to provide additional incentives for them to remain in
employment with WellPoint and its affiliates. 
The Plan was adopted effective June 1, 2000 and restated effective
December 4, 2001.


This Plan is intended to be a plan that is unfunded
and that is maintained by WellPoint Health Networks Inc. primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees within the meaning of the Employee Retirement
Income Security Act of 1974 (“ERISA”).


ARTICLE II

DEFINITIONS


In this Plan, the following terms have the meanings
indicated below:


2.1   “Committee” means the Compensation
Committee of the Board of Directors of the Company, as constituted from time to
time.  The Committee has full
discretionary authority to administer and interpret the Plan, to determine
eligibility for Plan benefits, to select employees for Plan participation, and
to correct errors.  The Committee may
delegate its duties and responsibilities and, unless the Committee expressly
provides to the contrary, any such delegation will carry with it the
Committee’s full discretionary authority to accomplish the delegation.  Decisions of the Committee and its delegate
will be final and binding on all persons.


2.2   “Company “ means WellPoint Health
Networks Inc. and any successor to substantially all of the assets or business
of WellPoint Health Networks Inc. that, by appropriate action, adopts this
Plan.


2.3   “Final Average Pay” means for each
Participant the average annual salary and target annual bonus for the last five
(5) Years of Benefit Service (or the total Years of Benefit Service if fewer
than five (5)).


2.4   “Other Plan Offset Amount” means the
benefit which is payable to a Participant (or his or her spouse) from (i) the
WellPoint Health Networks Inc. Pension Accumulation Plan, as amended from time
to time, (ii) the Supplemental Pension Benefit portion of the WellPoint Health
Networks Inc. Comprehensive Executive Non-Qualified Retirement Plan, as amended
from time to time, (iii) any other defined benefit pension plan maintained at
any time by a WellPoint Company or an entity that is or was acquired by a
WellPoint Company, or which merges or consolidates with a WellPoint Company, or
which acquires a WellPoint


 


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Company, (iv) if determined by the Committee at the
time that an individual commences participation in the Plan, under a defined
benefit pension plan of a predecessor employer of the Participant or (v) any
annuity contract acquired under or upon termination of such plan.  If any such benefit is payable other than in
the form of a single life annuity or at a different time than the benefits
payable under this Plan, the Other Plan Offset attributable thereto will be
adjusted using the applicable actuarial assumptions that would be in effect
under the WellPoint Health Networks Inc. Pension Accumulation Plan with respect
to that Participant’ s benefits on the date that benefits under this Plan
become payable.


2.5   “Participant” means a current or
former officer of a WellPoint Company who has been selected by the Committee
for participation in this Plan and has received written notice of such
participation.  An individual who
becomes a Participant shall remain a Participant so long as he or she retains
an accrued benefit under the Plan, but further accrual of benefits will be subject
to the terms of the Plan.


2.6   “Plan” means this WellPoint Health
Networks Inc. Supplemental Executive Retirement Plan, as amended from time to
time.


2.7   “WellPoint Company” means the Company
and any other entity while that entity is a parent or a subsidiary of the
Company.


2.8   “Years of Benefit Service” means the
total of a Participant’s Years of Service, provided that (i) when the
individual first becomes a Participant, the Committee may exclude certain Years
of Service rendered before he or she becomes a Participant, (ii) the Committee
may include all or a portion of a Participant’s service rendered to an entity
before it becomes a WellPoint Company, and (iii) the Committee may at any time
cease future accrual of Years of Benefit Service for a Participant.  A Participant may be credited with
fractional Years of Benefit Service.


2.9   “Year of Service” means each 365 days
of service rendered by a Participant for a WellPoint Company.


2.10 “Year of Vesting Service” means each
Year of Service rendered by a Participant for a WellPoint Company after the
later of January 1, 2000 or the date that the individual commences
participation in the Plan.


 


ARTICLE III

AMOUNT OF BENEFIT


3.1   Retirement Benefit.


(a)   Normal Retirement.  If a Participant terminates employment on or
after attaining age sixty-two (62) and after completing five (5) full years of
vesting service, the Participant shall be entitled to receive an annual
retirement benefit for life, payable in monthly installments beginning on the
first day of the month on or after such termination that, before reduction for
the Other Plan Offset Amount, equals (i) his or her Applicable Retirement


 


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Percentage multiplied by (ii) his or her Final Average
Pay and (iii) if the Participant has less than fifteen (15) Years of Benefit
Service, multiplied by a fraction the numerator of which is the Participant’s
full Years of Benefit Service and the denominator of which is fifteen
(15).  The Applicable Retirement
Percentage for each Participant shall be either fifty (50%) or sixty (60%) as
designated by the Committee at the time that the Participant is selected for
participation in the Plan; provided that the Committee may, in its sole
discretion after participation commences, either change the Applicable
Percentage applicable to future Years of Benefit Service from 50% to 60% or
vice versa or increase the percentage from 50% to 60% applicable to all Years
of Benefit Service.


(b)   Early Retirement.  If a Participant terminates employment
before attaining age sixty-two (62), but after completing five (5) full Years
of Vesting Service, the Participant may elect to receive benefits on the first
day of any month beginning on or after the later of the date of termination or
attainment of age fifty-five (55), but not later than the first day of the
month on or after attainment of age sixty-two (62).  The annual retirement benefit (before reduction for the Other
Plan Offset Amount) shall be the benefit computed in accordance with subsection (a),
based on the number of Years of Benefit Service the Participant has actually
completed as of commencement of retirement benefits, reduced by 6.75% for each
year (or .5625% for each full calendar month) that benefits commence before the
first day of the month on or after the Participant would attain age sixty-two
(62).


(c)   Other Plan Offset Amount.  The amount of the single life annuity
payable to a Participant pursuant to subparagraph (a) or (b) above shall be
further reduced by the Other Plan Offset Amount.


3.2   Other Terminations.  Except as provided in Section 3.3 below, if
a Participant terminates employment with all WellPoint Companies before
completing five (5) full Years of Vesting Service, no benefits shall be payable
under the Plan to or on behalf of such Participant.


3.3   Certain Terminations.  If a Participant’s employment is terminated
under circumstances that would make such Participant eligible for benefits
under the WellPoint Health Networks Inc. Officer Change-in-Control Plan, as in
effect on the date of adoption of this Plan  or such termination, then (i) such Participant shall be deemed to
have five (5) full Years of Vesting Service at the time of such termination for
purposes of Sections 3.1 and 3.2 and (ii) such Participant shall, for purposes
of this Plan, be credited with such number of additional Years of Benefit
Service, and shall be deemed to be older by such number of years, as is set
forth in the Officer Change in Control Plan.


ARTICLE IV

DISTRIBUTIONS


4.1   Distribution of Benefits.  A Participant must elect the manner in which
his or her benefits will be paid out by following the procedures described
below and by satisfying such additional requirements as the Committee may
reasonably determine.


 


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(a)   Elections.  When a Participant first confirms his initial participation in
the Plan, the Participant must elect, in writing, which of the distribution
options described below will govern payment of the Participant’s benefits.


(b)   Timing.  A Participant’s benefits will be distributed, based on the
Participant’s election under (a) above, beginning with the first day of the
month beginning after the later of the Participant’s termination of employment
with all WellPoint Companies or attainment of age fifty-five (55) or, if later,
the date, if any, specified by the Participant in his election.  Any date specified by the Participant must
be at least twelve (12) full calendar months from the date of the election and
in no event later than the date on which the Participant would attain age
sixty-two (62).


(c)   Form. 
A Participant’s benefits will be distributed, based on the Participant’s
election under (a) above, in one of the following forms: (i) a single life
annuity payable to the Participant during his or her lifetime and ending with
the date of the Participant’s death; or (ii) a joint and survivor annuity
payable to the Participant during his or her lifetime and ending with the date
of the Participant’s death, with provision for the continuance of retirement
benefits to the spouse to whom the Participant is married on the date that
benefit distributions begin under this Plan during the lifetime of such spouse
in an amount equal to fifty percent (50%) or one hundred percent (100%) of the
monthly benefit paid to the Participant prior to the Participant’s death.  If the Participant elects a joint and
survivor annuity, the amount payable during the Participant’s lifetime and the
amount on which the continuing survivor benefit will be based will be
determined using the actuarial assumptions that would be in effect for the
Participant under the WellPoint Health Networks Inc. Pension Accumulation Plan
on the date that benefits under this Plan become payable.


(d)   Subsequent Elections.  Subject to approval by the Committee and to
the requirements of Sections 4.1(b) and 4.1(c) above, a Participant may change
a distribution election as to timing or form by submitting the change to the
Committee in writing.  A subsequent
election will be valid only if the distribution commences more than twelve (12)
months after the date of such subsequent election and if the prior specified
distribution date would have commenced more than twelve (12) months after the
date of the election change.


(e)   Default.  If the Committee does not have a proper distribution election on
file for a Participant, the Participant’s benefits will begin in the form of a
single life annuity on the first day of the month beginning after the later of
the Participant’s termination of employment with all WellPoint Companies or the
Participant’s attainment of age fifty-five (55).


4.2   Withholding.  The Company will deduct from Plan payouts, or from other
compensation payable to a Participant or his or her spouse, amounts required by
law to be withheld for taxes with respect to benefits under this Plan.


ARTICLE V

PRE-RETIREMENT DEATH BENEFIT


If a Participant who has completed at
least five (5) full Years of Vesting Service dies before commencement of
retirement benefits under the Plan, the spouse (if any) to whom 


 


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the Participant is married on the date of his or her
death shall be entitled to receive an annual survivor benefit payable in
monthly installments beginning on the first day of the month beginning after
the later of the date of the Participant’s death or the date the Participant
would have attained age fifty-five (55) and ending with the date of the
surviving spouse’s death.  The annual
survivor benefit will be equal to the survivor benefit that the spouse would
have received had the Participant commenced receipt of benefits on the date
that such survivor benefits begin in the form of a fifty percent (50%) joint
and survivor annuity.


ARTICLE VI

NON-COMPETITION REQUIREMENT


Notwithstanding any other provision of the Plan, if a
Participant at any time without the prior written approval of the Committee,
engages, directly or indirectly (including, but not limited to, as a director,
principal, partner, venturer, employee, consultant or agent), or has any direct
or indirect interest, in any business similar to or competitive with that being
carried on by a WellPoint Company or affiliate at the time of the Participant’s
termination of employment in any area of the world where any WellPoint Company
or an affiliate carries on such business, no further benefit payments shall be
made under the Plan to the Participant or his or her spouse after the
Participant first so engages in, or acquires an interest, in such
business.  Included within the meaning
of an indirect interest for purposes of this Article VI is, by way of example
only, an interest in a trust, corporation, venture or partnership which, in
turn, owns an interest in any such business, or an interest in any such
business through a nominee, agent, option or other device.  However, nothing in this Article VI will
prevent a Participant from serving on boards of companies for which he serves
as a director on the date that he or she becomes a Participant, or from owning
an interest in a mutual fund or an interest of no more than one percent (1%) of
the outstanding equity interest of a corporation whose stock is listed on a
national stock market.  If any of the
provisions of this Article VI would contravene or be invalid under any
applicable law, such contravention or invalidity shall not invalidate all of
the provisions of this Article VI, but rather this Article VI shall be
construed insofar as such law is concerned as not containing the particular
provision or provisions held to be invalid in said state and the rights and
obligations shall be construed and enforced accordingly.


 


ARTICLE VII

MISCELLANEOUS


7.1   Limitation of Rights.  Participation in this Plan does not give any
individual the right to be retained in the service of any entity.  Subject to the terms of any written
employment agreement executed by both parties thereto, both the WellPoint
Companies and each Participant reserve the right to terminate the Participant’s
employment at any time for any or no reason and with or without advance notice.


7.2   Claims Procedure.  If a Participant or his or her spouse
(“Claimant”) believes that he or she is entitled to a greater benefit under the
Plan, the Claimant may submit a signed, written application to the
Committee.  The Claimant will generally
be notified of the approval or denial of this application within 90 days of the
date that the Committee receives the application.


 


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If the claim is denied, the notification will state
specific reasons for the denial and the Claimant will have 60 days to file a
signed, written request for a review of the denial with the Committee.  This request will include the reasons for
requesting a review, facts supporting the request and any other relevant
comments.  The Committee, operating
pursuant to its discretionary authority to administer and interpret the Plan
and to determine eligibility for benefits under the terms of the Plan, will
generally make a final, written determination of the Claimant’s eligibility for
benefits within 60 days of receipt of the request for review.


After satisfaction of the claims procedures described
above, any remaining dispute shall be subject to arbitration.


7.3   Assignment.  To the fullest extent permitted by law, benefits under the Plan
and rights thereto are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Participant or his spouse.


7.4   Inability to Locate Recipient.  If a benefit under the Plan remains unpaid
for two years from the date it becomes payable, solely by reason of the
inability of the Committee to locate a Participant or his or her spouse
entitled to the payment, the benefit shall be treated as forfeited.  Any amount forfeited in this manner shall be
restored without interest upon presentation of an authenticated written claim
by the person entitled to the benefit.


7.5   Amendment and Termination.  The Company may amend or terminate the Plan
at any time, provided that no amendment or termination may adversely affect a
Participant’s rights under the Plan with respect to benefits already accrued
based on Years of Benefit Service rendered before, and Final Average Pay
determined as of, the date of such amendment or termination, without the
Participant’s written consent.  Notwithstanding
the above, upon termination of the Plan, the Company may satisfy its
obligations to each Participant hereunder by making a current single sum cash
payment equal to the present value of the Participant’s then accrued benefit,
based on reasonable actuarial assumptions adopted by the Committee.  In addition, the Company may amend the Plan
to restrict a Participant’s right to change his or her election with respect to
the timing and form of benefit, if and to the extent that the Company deems
necessary to avoid the constructive receipt of benefits by Participants for tax
purposes before actual distribution of benefits.  In the event of a Change in Control (as defined in the WellPoint
Health Networks Inc. Officer Change-in-Control Plan (the “CIC Plan”) as in
effect from time to time), no amendment or termination of the Plan may
adversely affect the rights under Section 3.6 of the CIC Plan of any
Participant under the Plan immediately prior to such Change in Control
(including the applicable credits to which such Participant would be entitled
upon an eligible termination of employment under such CIC Plan), without the
Participant’s written consent.  Any
amendment to the Plan must be made in writing; no oral amendment will be
effective.


7.6   Applicable Law.  To the extent not governed by Federal law,
the laws of the State of California govern the Plan.  If any provision of the Plan is held to be invalid or
unenforceable, the remaining provisions of the Plan will continue to be fully
effective.


 


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7.7   No Funding.  The Plan constitutes a mere promise by the Company to make
payments in the future in accordance with the terms of the Plan. A Participant
and his or her surviving spouse shall have the status of general unsecured
creditors of the Company.  Except to the
extent provided below in Section 7.8, Plan benefits will be paid from the
general assets of the Company and nothing in the Plan will be construed to give
a Participant or any other person rights to any specific assets of the
WellPoint Companies.  In all events, it
is the intention of the WellPoint Companies that the Plan be treated as
unfunded for tax purposes and for purposes of Title I of ERISA.


7.8   Trust.  Except to the extent the Committee determines otherwise before a
benefit is credited under the Plan, Plan benefits will be paid from the assets
of a grantor trust (the “Trust”) established by the Company to assist it in
meeting its obligations and, to the extent that such assets are not sufficient,
by the Company.  The Trust shall conform
to the terms of the Internal Revenue Service Model Trust as described in
Internal Revenue Service Procedure 92-64.


7.9   Plan Year.  The Plan Year of the Plan shall be the calendar year.


7.10 Predecessor Employer Benefits.  Each Participant shall identify the amount
and provide the Committee or its delegate with written materials from any
predecessor employer showing the calculation of benefits payable to the
Participant under the predecessor’s defined benefit pension plan, if benefits
from such plan are to be included in the Other Plan Offset Amount.


IN WITNESS WHEREOF,
WellPoint Health Networks Inc. has caused this Plan to be executed by its duly
authorized representative on the date indicated below.


WELLPOINT HEALTH
NETWORKS INC.


 


	
  By:

  	
   

  	
  /s/ Leonard D. Schaeffer

  	
   

  	
  October 24, 2003

  
	
   

  	
   

  	
   

  	
   

  	
  Date

  



 


 


 


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