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                                                             EXHIBIT 10.39

                         WELLPOINT HEALTH NETWORKS INC.
              COMPREHENSIVE EXECUTIVE NON-QUALIFIED RETIREMENT PLAN

                      (AS AMENDED THROUGH FEBRUARY 1, 2001)

                                   ARTICLE I

                                    PURPOSE

         This Comprehensive Executive Non-Qualified Retirement Plan is designed
to (1) restore to selected employees of WellPoint Health Networks Inc. and its
affiliates certain benefits that cannot be provided under the WellPoint Health
Networks Inc. tax-qualified plans, (2) provide additional opportunities for
certain executives to defer compensation, and (3) aggregate under one document
certain non-qualified executive deferred compensation plans of WellPoint Health
Networks Inc. This Plan became effective for Compensation earned after December
31, 1997 and was amended and restated as set forth herein effective January 1,
2000. The Plan serves as the successor non-qualified plan to the Company's
Supplemental Pension Plan of Blue Cross of California and the Deferred
Compensation Plan of Blue Cross of California (the "Previous Plans").

         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:

         2.01 "ACCOUNT" means amounts credited to a Participant under Articles
III, IV and V of the Plan, as adjusted for investment performance under Article
VI of the Plan and distributions or withdrawals in accordance with Article VIII.
To the extent it considers necessary or appropriate, the Committee or its
delegate shall maintain a separate subaccount for each type of supplemental
deferral or contribution under the Plan or shall otherwise provide a means for
determining that portion of an Account attributable to each type.

         2.02 "ACTUARIAL EQUIVALENT" means an actuarial equivalent form of
benefit, using the actuarial assumptions used by the Pension Plan for similar
computations.

         2.03 "AFFILIATE" means an entity other than the Company whose employees
participate in the WellPoint Health Networks Inc. retirement tax-qualified plans
or whose employees are authorized to participate in this Plan by the Committee.

         2.04 "BASE SALARY" means the base salary received by a Participant from
the Company or any of its subsidiaries or affiliates during the Plan Year,
including employee salary deferrals under this Plan and the Savings Plan. Such
base salary excludes commissions, bonuses,


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overtime, living or other allowances, contributions by the Company under this
Plan or any other employee benefit plan of the Company, or other extra,
incentive, premium, contingent, supplemental or additional compensation, all as
defined by the Company.

         2.05 "BASIC SALARY DEFERRAL" means a Participant's deferral of a
portion of his or her Base Salary pursuant to the terms of this Plan.

         2.06 "BENEFICIARY" means the person or persons, natural or otherwise,
designated in writing, to receive a Participant's vested Account if the
Participant dies before distribution of his or her entire vested Account. A
Participant may designate one or more primary Beneficiaries and one or more
secondary Beneficiaries. A Participant's Beneficiary designation will be made in
writing pursuant to such procedures as the Committee may establish and delivered
to the Committee before the Participant's death. The Participant may revoke or
change this designation at any time before his or her death by following such
procedures as the Committee will establish. If the Committee has not received a
Participant's Beneficiary designation before the Participant's death or if the
Participant does not otherwise have an effective Beneficiary designation on file
when he or she dies, the Participant's vested Account will be distributed to the
Participant's estate.

         2.07 "BONUS" means an amount awarded to an Eligible Employee under the
management bonus incentive program maintained by the Company or an Affiliate
thereof.

         2.08 "CODE" means the Internal Revenue Code of 1986, as amended.

         2.09 "COMMITTEE" means the WellPoint Health Networks Inc. Benefits
Administration Committee, as constituted from time to time, provided that with
respect to transactions that involve Participants who are subject to Section
16(b) of the Securities Exchange Act of 1934 and that would otherwise be deemed
a "purchase" or "sale" for purposes of that section, the Committee shall consist
of the Compensation Committee of the Board of Directors of the Company or a
subcommittee of two or more members thereof. 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.

         2.10 "COMPANY" means WellPoint Health Networks Inc.

         2.11 "COMPANY STOCK" means common stock of the Company.

         2.12 "COMPENSATION" means compensation as defined in the Savings
Program, as constituted from time to time.

         2.13 "ELIGIBLE EMPLOYEE" means an (i) each officer of the Company or of
an Affiliate at the level of Vice President or above whose combined salary (for
benefit calculation purposes) and target bonus is in excess of $125,000 per
annum ("Officer Participant"), (ii) each Staff Vice President, Regional Vice
President, and each individual holding an equivalent-level position with


                                       2.


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the Company or an Affiliate, as determined by Committee expressly for this
purpose, provided in each case that such individual's combined salary (for
benefit calculation purposes) and target bonus exceeds $125,000 per annum and
(iii) solely for purposes of eligibility for benefits under Article III and
Article IV of the Plan, each other employee of the Company or an Affiliate whose
compensation that is otherwise eligible for deferral under the Savings Program
(without regard to the Code's dollar limit on 401(k) deferrals) exceeds the
compensation limit imposed by Section 401(a)(17) of the Code; provided that in
each case in (i), (ii) and (iii) above that such individual has been selected by
the Committee for Plan participation. An individual will automatically cease to
be an Eligible Employee on the earliest of (i) the date the individual ceases to
qualify under the preceding sentence, (ii) the date specified by the Committee
for such cessation or (iii) the date the Plan is terminated. In addition, the
Committee may, in its sole discretion, place further requirements and/or
limitations on an Eligible Employee's participation in any portion of the Plan.

         2.14 "MATCHING CONTRIBUTION" means a matching contribution pursuant to
the Savings Program of WellPoint Health Networks Inc.

         2.15 "OFFICER BENEFIT CREDIT" means the benefit attributable to a car
allowance payable to a Participant that is a participant in the WellPoint Health
Networks Inc. Officers Supplemental Benefits Program.

         2.16 "PARTICIPANT" means a current or former Eligible Employee who
retains an Account.

         2.17 "PENSION BENEFIT" means the benefit payable to a Participant under
the Pension Plan.

         2.18 "PENSION PLAN" means the WellPoint Health Networks Inc. Pension
Accumulation Plan, as amended from time to time, and any predecessor qualified
pension plan maintained by the Company or its predecessors.

         2.19 "PLAN" means this WellPoint Health Networks Inc. Comprehensive
Executive Non-Qualified Retirement Plan, as amended from time to time.

         2.20 "PLAN YEAR" means the calendar year.

         2.21 "SAVINGS PROGRAM" means the 401(k) Retirement Savings Program
(formerly known as the Salary Deferral Savings Program) of WellPoint Health
Networks Inc., as amended from time to time.

         2.22 "SUPPLEMENTAL SALARY DEFERRAL" means a Participant's deferral of
an additional portion of his or her salary pursuant to the Savings Program.

         2.23 "SPECIAL DEFERRED COMPENSATION ARRANGEMENT" means any deferred
compensation arrangement entered into between an Eligible Employee and the
Company, or an Affiliate thereof, which is approved by the Committee or its
delegate.


                                       3.


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         2.24 "TERMINATION OF EMPLOYMENT" means termination of employment
(including retirement) with the Company and all Affiliates, other than by reason
of death.

                                  ARTICLE III

                     SUPPLEMENTAL SAVINGS PROGRAM DEFERRALS

         3.01     Supplemental Salary Deferrals.

                  (a) ELECTIONS. In order to be eligible for Supplemental Salary
Deferrals for a Plan Year, an Eligible Employee must make an election to make
Supplemental Salary Deferrals for such Plan Year. Such election generally must
be made before the calendar year in which the Compensation is earned. However,
if an individual first becomes an Eligible Employee during a Plan Year, an
Eligible Employee may elect, within 30 days after he or she is first notified
that he or she is eligible to participate in the Plan, to elect Supplemental
Salary Deferrals with respect to Compensation for services performed after the
election. Elections will remain in effect for one Plan Year or, if the Committee
so permits, all subsequent Plan Years during which the individual remains an
Eligible Employee.

                  (b) SUSPENSION. A Participant may suspend his or her
Supplemental Salary Deferral election pursuant to procedures established by the
Committee. A Participant who does so suspend may not again elect Supplemental
Salary Deferrals until the Plan Year that begins at least 12 months following
the suspension.

                  (c) LATE ELECTION. If an Eligible Employee does not make a
timely election for a Plan Year, no Supplemental Salary Deferrals will be made
under the Plan on behalf of that Eligible Employee with regard to that election
for that Plan Year.

                  (d) AMOUNT. An Eligible Employee may elect to defer for each
payroll period a percentage (not to exceed 6%) of the following Compensation
that is not eligible for both deferral and matching under the Savings Program,
as follows:

                           (i)      Compensation payable after the Eligible
                                    Employee has made the maximum salary
                                    deferrals permitted under the Savings
                                    Program for the Plan Year by reason of Code
                                    Section 401(g)(1) or, if earlier, when the
                                    Eligible Employee's Compensation exceeds the
                                    limit established by Code Section
                                    401(a)(17).

                           (ii)     With respect to an Officer Participant only,
                                    Compensation payable before the Eligible
                                    Employee becomes eligible for matching
                                    contributions under the Savings Program.

                  (e) CREDITING. Supplemental Salary Deferrals will be credited
to Eligible Employees' Accounts as of the date that the salary deferrals to
which the supplements relate would otherwise have been credited to the Savings
Program.

         3.02 SUPPLEMENTAL MATCHING CONTRIBUTIONS.


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                  (a) AMOUNT. The amount of an Eligible Employee's Supplemental
Matching Contribution for each payroll period will be equal to seventy-five
percent (75%) (or, if different, the percentage rate of matching contributions
under the Savings Program) of the Eligible Employee's Supplemental Salary
Deferral, if any, for that payroll period.

                  (b) CREDITING. Supplemental Matching Contributions will be
credited to Eligible Employees' Accounts as soon as practicable after the
payroll period to which they relate.

                                   ARTICLE IV

                     SUPPLEMENTAL PENSION PLAN CONTRIBUTIONS

         4.01 SUPPLEMENTAL PENSION BENEFIT CONTRIBUTIONS.

                  (a) AMOUNT. The amount of an Eligible Employee's Supplemental
Pension Benefit Contribution for a Plan Year will be equal to the Actuarial
Equivalent of the amount by which that Eligible Employee's Pension Benefit under
the Pension Plan for that Plan Year was reduced as a result of Code Sections
401(a)(17) and/or 415.

                  (b) CREDITING. Supplemental Pension Benefit Contributions will
be credited to Eligible Employees' Accounts as of the date that the Pension
Benefit to which such Supplemental Pension Benefit Contributions relate would
otherwise have been credited under the Pension Plan.

                                   ARTICLE V

                  BASIC SALARY, BONUS AND OFFICER SUPPLEMENTAL
                            BENEFITS CREDIT DEFERRALS

         5.01 BASIC SALARY, BONUS AND OFFICER BENEFIT CREDIT DEFERRALS.

                  (a) DEFERRAL. In order to be eligible for Basic Salary, Bonus
and/or Officer Benefit Credit Deferrals for a Plan Year, an Eligible Employee
must make an election for such Plan Year. Such election generally must be made
before the calendar year in which the Compensation is earned. However, if an
individual first becomes an Eligible Employee during a Plan Year, an Eligible
Employee may elect, within 30 days after he or she is first notified that he or
she is eligible to participate in the Plan, to elect Basic Salary, Bonus and/or
Officer Benefit Credit Deferrals with respect to Salary, Bonuses and/or Officer
Benefit Credit for services performed after the election. Elections will remain
in effect for one Plan Year or, if the Committee so permits, all subsequent Plan
Years during which the individual remains an Eligible Employee. In addition, the
Committee may authorize a separate election with respect to one or more types or
specific items of compensation and may authorize later elections if it
determines, in its sole discretion, that special circumstances so warrant. In
the case of that portion, if any, of a Bonus payable for any fiscal year of the
Company that would otherwise be payable in the form of restricted stock or share
rights relating to Company Stock, an election may be made at any time before
such bonus would otherwise have been granted.


                                       5.


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                  (b) SUSPENSION. A Participant may suspend his or her ongoing
Basic Salary, Bonus and Officer Benefit Credit Deferrals election during a year
pursuant to procedures established by the Committee. A Participant who does so
suspend may not again elect Basic Salary, Bonus or Officer Benefit Credit
Deferrals until the Plan Year that begins at least 12 months following the
suspension, except to the extent that the Committee shall specify otherwise or
shall specify a different period of suspension, which may differ based on the
nature of the compensation with respect to which the suspension applies.
However, a Participant may limit his or her suspension to deferral of Base
Salary and Officer Benefit Credits, in which case the suspension is limited to
future deferrals of Base Salary and Officer Benefit Credits. In addition, a
Participant may limit his or her suspension to Bonuses, provided that any
suspension for a Bonus payable for a calendar year must be made before October 1
of that year and the suspension will apply to the Bonus payable for that year
and the following year.

                  (c) LATE ELECTION. If an Eligible Employee does not make a
timely election, no Basic Salary, Bonus or Officer Benefit Credit Deferrals will
be made under the Plan on behalf of that Eligible Employee with regard to that
election for that Plan Year.

                  (d) AMOUNT. The amount of an Eligible Employee's Basic Salary,
Bonus and Officer Benefit Credit Deferrals for a Plan Year must be (i) any whole
percentage or whole dollar amount of the Participant's Base Salary (not
exceeding 60% of Base Salary), (ii) any whole percentage or whole dollar amount
of the cash portion of the Participant's Bonus and/or (iii) the Participant's
Officer Benefit Credit attributable to a car allowance. However, the Committee
may adopt procedures permitting separate elections for one or more items of
compensation and the ratable processing of deferrals of Base Salary during the
Plan Year. A separate election is permitted with respect to that portion, if
any, of a Bonus payable for any fiscal year of the Company that would otherwise
be payable in the form of restricted stock or share rights relating to Company
Stock.

                  (e) CREDITING. Basic Salary, Bonus and Officer Benefit Credit
Deferrals will be credited to Eligible Employees' Accounts as of the date that
the deferred Salary, Bonus or Officer Benefit Credit would otherwise have been
paid.

                                   ARTICLE VI

                                    EARNINGS

         6.01 INVESTMENT FUNDS. Amounts credited to a Participant's Account
under the Plan shall be credited with earnings, at periodic intervals determined
by the Committee, at a rate equal to the actual rate of return for such period
of an investment fund or funds or index or indices selected by that Member from
a range of investment vehicles authorized by the Committee; provided that (i)
one investment vehicle shall be a fund deemed to consist of Company Stock and
(ii) Supplemental Matching Contributions shall automatically be deemed invested
in such Company Stock fund and remain so invested to the same extent that
Matching Contributions are required to be invested and remain invested in a
Company Stock fund maintained under the Savings Program. The rate of return on
investment vehicles shall be tracked solely for the purpose of computing the
amount of benefits payable to Members under the Plan. The Company shall not be
obligated to make any actual investment. It is intended that, unless otherwise


                                       6.


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determined by the Committee, the applicable investment funds shall be the same
as those offered under the Savings Plan. However, the Committee may provide that
if a Bonus (or other specific item of compensation) for which a deferral
election is made would have been payable in shares of restricted stock or share
rights relating to Company Stock if not deferred, then it shall be accounted for
either as the same number of deferred shares of Company Stock or as invested in
the Company Stock fund maintained under the Plan for all or a portion of the
period of deferral of such compensation. Unless the Committee determines
otherwise, any deferral attributable to a Bonus otherwise payable in the form of
restricted stock or share rights relating to Company Stock shall be deemed to be
invested in the Company Stock fund under the Plan until such amount vest, after
which the Participant may direct its investments as provided above.

                                  ARTICLE VII

                                     VESTING

         Participants will be 100% vested in that portion of their Accounts
attributable to: (i) Supplemental Savings Program Deferrals and/or Contributions
and (ii) any Basic Salary, Bonus and/or Officer Benefit Credit Deferrals
pursuant to Article V, unless an item of compensation deferred under the Plan
would have been subject to additional vesting requirements if not deferred, in
which case that portion of a Participant's Accounts attributable to such item
shall be subject to such additional vesting requirements. Participants will vest
in that portion of their Accounts attributable to Supplemental Pension Plan
Contributions and Supplemental Special Deferred Compensation Arrangements in the
same manner that they vest in Pension Benefits and/or benefits under any Special
Deferred Compensation Arrangement.

                                  ARTICLE VIII

                                  DISTRIBUTIONS

         8.01 DISTRIBUTION OF BENEFITS. Eligible Employees must elect the manner
in which their vested Accounts will be paid out by following the procedures
described below and by satisfying such additional requirements as the Committee
may determine.

                  (a) ELECTIONS. When an Eligible Employee first confirms his or
her initial participation in the Plan, the Eligible Employee must elect, in
writing, which of the distribution options described below will govern payment
of the Eligible Employee's vested Account; provided that the Committee may
authorized a separate election with respect to one or more items of
compensation. Pursuant to a one-time election made upon confirmation of
participation in the Plan, the portion of a Participant's vested Account
consisting of Compensation contributed before December 31, 1997, and the
earnings thereon, shall be distributed either (i) in accordance with the
distribution elections made under the Previous Plans or (ii) in conformance with
the distribution elections made under the current Plan.

                  (b) TIMING. A Participant may elect to have the vested portion
of his or her Account (or designed portion thereof if authorized by the
Committee) distributed, based on the Participant's election under (a) above,
within the 30 - 60 day period following one of the following distribution
events: (i) the date of the Participant's Termination of Employment, (ii)


                                       7.


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the date of the Participant's Death, (iii) the date, if any, specified by the
Participant in his or her election or (iv) the earliest of any (i), (ii) or
(iii) above elected by the Participant. Under option (iii), above, the date
specified must be at least 12 months from the date of initial election to defer
and in no event later than the Participant's 65th birthday.

                  (c) FORM. The vested portion of a Participant's Account will
be distributed, based on the Participant's election under (a) above, in one of
the following forms: (i) a lump sum, (ii) a series of annual installments, not
in excess of fifteen (15) or (iii) a distribution schedule specified by the
Participant and approved by the Committee. The amount of each installment will
be the amount, if any, specified by the Participant or the remaining balance of
the Participant's vested Account divided by the number of installments remaining
(including the installment to be made). Distributions from a Participant's
Accounts shall be made in cash except that, to the extent that such Accounts are
attributable to compensation deferred in the form of Company Stock, the
Committee may authorize that the portion of such Accounts so attributable shall
be paid in shares of Company Stock.

                  (d) SUBSEQUENT ELECTIONS. A Participant may change a
distribution election with respect to his or her vested Account by submitting
the change to the Committee, in writing, at least twelve (12) months before the
Participant was originally to receive such a distribution. The subsequent
election will be valid only if the distribution does in fact occur more than
twelve (12) months after the date of such subsequent election.

                  (e) DEFAULT. If, upon a Participant's Termination of
Employment, the Committee does not have a proper distribution election on file
for that Participant, the vested portion of that Participant's Account will be
distributed to the Participant in one lump sum within the 30 - 60 day period
after the Participant's Termination of Employment.

         8.02 DEATH. If a Participant dies with a vested amount in his or her
Account, whether or not the Participant was receiving payouts from that Account
at the time of his or her death, the Participant's Beneficiary will receive the
vested amount in the Participant's Account, in accordance with the time and form
of distribution set forth in (b) and (c) above.

         8.03 ACCELERATED DISTRIBUTIONS. Pursuant to the following restrictions,
a Participant may accelerate the timing and form of distribution:

                  (a) HARDSHIP WITHDRAWAL. If a Participant has an immediate and
heavy financial need (as defined by the Savings Program) and has no other
resources reasonably available to meet this need (as defined by the Savings
Program), the Participant may request a hardship withdrawal. The total hardship
withdrawal must be approved by the Committee, and shall be limited to the amount
necessary to meet the financial need, and in no event may such amount exceed the
vested portion of the Participant's Account attributable to Basic Salary and
Supplemental Salary Deferrals.

                  (b) FORFEITURE. Absent a demonstration of immediate and heavy
financial need described above in paragraph (a), a Participant may elect to
receive 85% of his or her entire vested Account in an early distribution at any
time upon 30 days written request, in which case the remaining fifteen percent
(15%) of the Participant's entire vested Account shall be


                                       8.
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permanently forfeited. A Participant electing to receive a forfeiture
distribution may not again participate in the Plan until the Plan Year that is
at least 12 months following the Plan Year in which such distribution occurred.

         8.04 WITHHOLDING. The Company will deduct from Plan payouts, or from
other compensation payable to a Participant or Beneficiary, amounts required by
law to be withheld for taxes with respect to benefits under this Plan. The
Company reserves the right to reduce any supplemental deferral or contribution
that would otherwise be made under this Plan on behalf of a Participant to
satisfy the Participant's tax withholding liabilities.

                                   ARTICLE IX

                       MISCELLANEOUS DEFERRED COMPENSATION

         9.01 SPECIAL DEFERRED COMPENSATION ARRANGEMENTS.

                  (a) GENERAL. In the event that an Eligible Employee enters
into a separate arrangement with the Company or an Affiliate for the payment of
nonqualified deferred compensation or the Company authorizes the deferral of
additional types of compensation arrangements (including but not limited to
severance payments, special bonuses, bonuses or other compensation earned with a
predecessor company, etc.), payment of such compensation shall be made through
this Plan, unless expressly specified otherwise under such arrangement.

                  (b) DEFINED CONTRIBUTION ARRANGEMENTS. If the special
arrangement is in the nature of a defined contribution arrangement, the deferred
amount will be credited to Eligible Employees' Account when such amounts would
otherwise have been paid or when specified under the arrangement. Amounts so
credited to the Eligible Employee's Account will be credited with earnings and,
to the extent vested under the special arrangement, shall become distributed in
accordance with the terms of the Plan, except to the extent specified under the
special arrangement.

                  (c) DEFINED BENEFIT ARRANGEMENTS. If the special arrangement
is in the nature of a defined benefit arrangement, the benefit shall be payable
hereunder if, at the time and in the form specified in the arrangement.

                                   ARTICLE X

                                  MISCELLANEOUS

         10.01 LIMITATION OF RIGHTS. Participation in this Plan does not give
any individual the right to be retained in the service of the Company or of any
related entity.

         10.02 CLAIMS PROCEDURE. If a Participant or Beneficiary ("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 within 90
days of having been denied such a greater benefit. The Claimant will generally
be notified of the approval or denial of this application within 90 days of
having been denied such a greater benefit. 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


                                       9.
<PAGE>

application. 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 for receipt of the request for review.

         10.03 INDEMNIFICATION. The Company and the Affiliates will indemnify
and hold harmless the Directors, the members of the Committee, and employees of
the Company and the Affiliates who may be deemed fiduciaries of the Plan, from
and against any and all liabilities, claims, costs and expenses, including
attorneys' fees, arising out of an alleged breach in the performance of their
fiduciary duties under the Plan, other than such liabilities, claims, costs and
expenses as may result from the gross negligence or willful misconduct of such
persons. The Company and the Affiliates shall have the right, but not the
obligation, to conduct the defense of such persons in any proceeding to which
this Section applies.

         10.04 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 a Participant or a Beneficiary.

         10.05 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 the Participant or Beneficiary
entitled to the payment, the benefit shall be treated 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.

         10.06 AMENDMENT AND TERMINATION. The Company's Board of Directors may,
at any time, amend or terminate the Plan. In addition, the Committee may amend
the Plan (other than this Section 10.06), provided that no such amendment may
cause any substantial increase in cost to the Company or to any Affiliate. Any
amendment must be made in writing; no oral amendment will be effective. No
amendment may, without the consent of an affected Participant (or, if the
Participant is deceased, the Participant's Beneficiary), adversely affect the
Participant's or the Beneficiary's rights and obligations under the Plan with
respect to amounts already credited to a Participant's Account. Notwithstanding
the foregoing, if the Plan is terminated, the Company's Board of Directors may
determine that all Accounts will be paid out as soon as practicable thereafter
in single sum payments.

         10.07 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.

         10.08 NO FUNDING. The Plan constitutes a mere promise by the Company
and the Affiliates to make payments in the future in accordance with the terms
of the Plan. Participants and Beneficiaries have the status of general unsecured
creditors of the Company and the Affiliates. Except to the extent provided below
in Section 10.09, Plan benefits will be paid from the general assets of the
Company and the Affiliates and nothing in the Plan will be construed to

                                       10.
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give any Participant or any other person rights to any specific assets of the
Company or the Affiliates. In all events, it is the intention of the Company,
all Affiliates and all Participants that the Plan be treated as unfunded for tax
purposes and for purposes of Title I of ERISA.

         10.09 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.

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

         /s/ J. THOMAS VAN BERKEN           March 1, 2001
         -------------------------------    -------------------------------
             J. Thomas Van Berken           DATE


                                       11.