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                                                                  EXHIBIT 10.51

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

                     (AS RESTATED EFFECTIVE JANUARY 1, 2000)

                                    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. Retirement
Committee, 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.

     2.10 "COMPANY" means WellPoint Health Networks Inc.


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

     2.12 "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 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

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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.

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

     2.14 "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.

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

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

     2.17 "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.

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

     2.19 "PLAN YEAR" means the calendar year.

     2.20 "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.

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

     2.22 "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.

     2.23 "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.

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          (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.

          (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.

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                                   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 OFFICERS 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.

          (b)  SUSPENSION. A Participant may suspend his or her Basic Salary,
Bonus and Officer Benefit Credit Deferrals election 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. 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.

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          (c)  LATE ELECTION. If an Eligible Employee does not make a timely
election for a Plan Year, 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. The Committee may adopt
procedures permitting the ratable processing of deferrals of Base Salary during
the Plan Year.

          (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 common 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 common 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 determined by the Committee, the applicable investment funds
shall be the same as those offered under the Savings Plan.

                                   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. 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.

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                                  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. 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 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) 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).

          (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

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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 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, 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.

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          (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 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

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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 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.

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                                          DATE


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