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                                                                Exhibit 10.14(i)

                        ANTHEM DEFERRED COMPENSATION PLAN

ARTICLE I. INTRODUCTION.

      The Anthem Deferred Compensation Plan (the "Plan") is maintained to
provide a means for the payment of deferred compensation to a select group of
key senior management or highly compensated employees of the Company and certain
of its subsidiaries, as hereinafter defined, in recognition of their substantial
contributions to the operation of the Company, and to provide those employees
with an opportunity for additional financial security as an inducement to them
to remain in the employment of the Company.

      The Plan is a successor plan to The Associated Group Financial Security
Program Deferred Compensation Plan (the "Prior Plan").

      Effective January 1, 1994, Deferral Accounts of participants in the Prior
Plan (as defined therein) were transferred by the Company to The Associated
Group Deferred Compensation Plan. Employees had no right to elect to receive or
further defer their Deferral Accounts in connection with the transfer.

      Effective July 1, 1996, the name of the Plan was changed from The
Associated Group Deferred Compensation Plan to the Anthem Deferred Compensation
Plan.

      Effective January 1, 1997, the Plan is amended and restated in its
entirety.

ARTICLE II. DEFINITIONS AND RULES OF CONSTRUCTION.

2.1 Definitions. The following words and phrases, when capitalized, have the
following meanings:

      (a) "Annual Base Salary" means, with respect to a Participant for a Plan
Year, the Participant's regular recurring wages and salary, and vacation or paid
time off pay received from the Company; provided, however, that "Annual Base
Salary" shall not, for purposes of this Plan, include the regular base salary
and bonus, if any, for a Plan Year, of a Participant whose compensation is
determined, estimated or measured based exclusively on the production of the
Participant, whether measured in fees for services performed, number of managed
care patients, or other production units. "Annual Base Salary" does not include
compensation paid in lieu of vacation or paid time off; overtime payments;
bonuses; severance pay; Incentive Compensation; Commission Earnings; Defined
Contribution Plan, Pension Plan, or other plan contributions or benefits paid by
the Employer; retainers; insurance premiums or benefits; or direct
reimbursements; but shall include amounts deferred under Code section 125 or
401(k) plans.

      (b) "Automatic Lump Sum Cashout Amount" means the amount set forth in
Appendix B hereto.
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      (c) "Before-Tax Matched Contribution" means the salary deferral
contribution a Participant may make to the Defined Contribution Plan in which
the Participant participates for which an allocation of an employer
contribution, if any, would be made on a matching basis.

      (d) "Beneficiary" is defined in Section 6.8.

      (e) "Board" means the Board of Directors of Anthem Insurance Companies,
Inc.

      (f) "Code" means the Internal Revenue Code of 1986, as amended.

      (g) "Commission Earnings" means commission compensation based on the sale
of products or services.

      (h) "Committee" means the Anthem Pension Committee, or such other
committee as shall be designated by the Board.

      (i) "Company" means Anthem Insurance Companies, Inc. and any affiliated
company whose Board of Directors shall elect to participate in the Plan,
provided that such participation must be approved by the Committee. A list of
such participating companies is attached hereto as Exhibit A.

      (j) "Declared Rate" means (i) prior to January 1, 1996, the 120-month
rolling average rate of United States Treasury Notes determined as of the month
of September of the preceding Plan Year and shall be based on the monthly
average rates for the 120 months ending with that September 30, and (ii)
effective on and after January 1, 1996, the average of the monthly average rates
of the 10-year United States Treasury Note for the 12 months ending on September
30 of the preceding Plan Year plus 150 basis points. The Committee reserves the
right, in its sole discretion, to change the method of determining or to
increase or decrease the interest rate which is credited to Participants'
accounts, but the interest rate shall not be decreased for periods prior to such
action.

      (k) "Deferral Account" means the bookkeeping account pursuant to which
each Participant's interest under this Plan and, if applicable, under the Prior
Plan, is determined.

      (l) "Defined Contribution Plan" means the Anthem 401(k) Long Term Savings
Investment Plan, as amended from time to time, and any other qualified defined
contribution plan of the Company designated by the Committee in which the
Participant is a participant.

      (m) "Direct Cash Compensation" means, with respect to a Participant for a
Plan Year, the sum of (1) the Participant's Annual Base Salary and (2) the
Participant's

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Incentive Compensation and (3) the Participant's Commission Earnings, including
any part of his compensation that he elects to defer under this Plan. Direct
Cash Compensation shall not include any amounts payable under the Company's
long-term incentive plan or similar items.

      (n) "Disability" has the same meaning as set forth in the Defined
Contribution Plan.

      (o) "Distribution Date" shall mean the date elected by the Participant in
accordance with Section 6.5.

      (p) "Eligible Employee" means a full-time or part-time key management or
other highly compensated Employee of the Company who is selected by the
Committee as an individual who has the opportunity to impact significantly the
annual operating success of the Company. A non-resident alien who receives no
income from sources within the United States shall not be deemed to be an
Eligible Employee. Any Employee who is included in a unit of employees covered
by a negotiated collective bargaining agreement where there exists evidences
that retirement benefits were the subject of good faith bargaining, shall not be
deemed to be an Eligible Employee, unless the agreement provides for
participation in the Plan.

      (q) "Employee" means a person employed by the Company on a salaried basis,
commission basis, or salary plus commission basis.

      (r) "Enrollment Agreement" means the agreement between an Eligible
Employee and the Company pursuant to Section 3.1.

      (s) "ERISA" means the Employment Retirement Income Security Act of 1974,
as amended.

      (t) "Incentive Compensation" means, with respect to a Participant, the
compensation that is awarded to the Participant under the Incentive Plan.
"Incentive Compensation" shall not include any compensation payable under the
Incentive Plan in a form other than cash. Commission Earnings are not considered
"Incentive Compensation."

      (u) "Incentive Deferral Participant" means a Participant who is designated
by the Committee individually or as a member of a group permitted to elect an
Incentive Deferral Option.

      (v) "Incentive Plan" means the Anthem Annual Incentive Plan, as amended
from time to time, and any other bonus or incentive compensation plans, programs
or other arrangements sponsored by the Company from time to time and determined
by the Committee to be an annual "Incentive Plan" for purposes of the Plan.

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      (w) "Participant" means an Eligible Employee who has executed an
Enrollment Agreement in accordance with Section 3.1.

      (x) "Pension Plan" means the Anthem Cash Balance Pension Plan, as amended
from time to time, or such other qualified defined benefit pension plan of the
Company designated by the Committee in which the Participant is a participant.

      (y) "Plan Year" means the calendar year.

      (z) "Retirement" means termination of a Participant's employment, for any
reason other than death, on or after the date the Participant attains age 55 or,
effective December 1, 1995, pursuant to the Early Retirement Program announced
August 18, 1995.

      (aa) "Termination of Employment" means termination from employment with
the Company and all affiliates of the Company.

2.2 Rules of Construction. The following rules of construction shall govern in
interpreting the Plan:

      (a) The provisions of this Plan shall be construed and governed in all
respects under and by the internal laws of the State of Indiana, to the extent
not preempted by federal law.

      (b) Words used in the masculine gender shall be construed to include the
feminine gender, where appropriate.

      (c) Words used in the singular shall be construed to include the plural,
where appropriate, and vice versa.

      (d) The headings and subheadings in the Plan are inserted for convenience
of reference only and are not to be considered in the construction of any
provision of the Plan.

      (e) If any provision of the Plan shall be held to be illegal or invalid
for any reason, that provision shall be deemed to be null and void, but the
invalidation of that provision shall not otherwise impair or affect the Plan.

      (f) The Plan shall be construed and interpreted as an unfunded plan for
purposes of the Code, and with respect to the Defined Contribution Restoration
Option, an unfunded excess benefit Plan within the meaning of ERISA section
3(36), and with respect to the Plan as a whole, an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees within the meaning of ERISA
section 201(2).

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ARTICLE III. DEFERRAL OF COMPENSATION.

3.1 Election to Participate.

      (a) General. Before the beginning of each Plan Year, the Committee shall
provide each Eligible Employee with a procedure to enroll in the Plan. Such
procedure may be either a written form, electronic/computer response system, or
telephonic response system, all of which shall be referred to herein as the
Enrollment Agreement. An Eligible Employee may enroll in the Plan by filing or
submitting a completed Enrollment Agreement with the Committee within the time
prescribed by the Committee and prior to the first day of the Plan Year. On the
Enrollment Agreement, the Eligible Employee shall indicate his election of the
deferral options described in Section 3.2 (other than 3.2(c)) and designate the
amounts by which his aggregate cash compensation will be reduced under each
elected deferral option for the Plan Year. An election made in accordance with
this Section shall be effective as of the first day of the Plan Year, shall be
irrevocable, and shall cease to be effective after the last day of the Plan
Year. In addition, the Committee, in its sole discretion, may permit new
Eligible Employees to enroll in the Plan during a Plan Year and make irrevocable
prospective elections to defer a portion of their cash compensation earned
during the period within the Plan Year following the date of his election.

      (b) Incentive Deferral Option Election. A separate enrollment procedure
may be adopted by the Committee with respect to elections to defer Incentive
Compensation. An election made in accordance with this Section 3.1(b) shall be
made prior to the date the Incentive Compensation is earned, determined or paid,
shall be effective when made and shall be irrevocable.

      (c) Extraordinary Events. From time to time, the Company may determine to
pay some or all Incentive Compensation in the Plan Year during which the
services to which the Incentive Compensation relates are performed. In such an
event, the Committee may, but is not required to, permit a special Enrollment
procedure, which shall permit an Eligible Employee to make an election of his
deferral option with respect to the Incentive Compensation, provided, however,
that the election shall be made prior to the time the Incentive Compensation is
constructively or actually received.

3.2 Deferral Options. An Eligible Employee may elect to defer a portion of his
cash compensation for the Plan Year under one or more of the following deferral
options:

      (a) Defined Contribution Restoration Option. Under this option, a
Participant may elect to defer a portion of his Direct Cash Compensation for the
Plan Year, up to an amount equal to the difference between (1) the highest
maximum allowable percent of compensation that non-highly compensated
participants are allowed to defer as a Before-Tax Matched Contribution under the
Defined Contribution Plan for that Plan Year multiplied by his Direct Cash
Compensation and (2) the maximum amount of Before-Tax Matched Contributions that
the Participant is permitted to make to the Defined

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Contribution Plan for that Plan Year due to the limitations imposed on his
deferrals by the annual deferral percentage test of Code paragraph 401(k)(3),
the compensation limitations of Code paragraph 401(a)(17), and the maximum
deferral limitations of Code paragraph 402(g)(1). A Participant may not elect to
defer a portion of his Direct Cash Compensation under this option until the
Participant has satisfied any applicable requirements for participation in the
Defined Contribution Plan in which he is eligible to participate and has elected
to make the maximum allowable Before-Tax Matched Contribution under the Defined
Contribution Plan for the Plan Year.

      (b) Supplemental Contribution Option. Under this option, a Participant may
elect to defer a percentage of his Annual Base Salary. Any deferrals made under
the Defined Contribution Restoration and Supplemental Contribution Options shall
not exceed 100% of Annual Base Salary through May 31, 1997. As of June 1, 1997,
deferrals made pursuant to the Supplemental Contribution Option shall not exceed
80% of Annual Base Salary.

      (c) Incentive Deferral Option. Under this option, an Incentive Deferral
Participant may elect to defer, through October 14, 1997, up to 100% of his
Incentive Compensation and, as of October 15, 1997, up to 80% of his Incentive
Compensation.

      (d) Special Payment Deferral. Under this option, a Participant may elect
to defer all or a portion of other types of compensation (such as payments
related to an acquisition); provided, however, that no election to defer may be
made with respect to such payments if the plan, program or arrangement would
have permitted the participant to defer receipt of the payment. These elections
must be pre-approved by the Committee.

3.3 Crediting of Deferred Amounts. All the amounts deferred by a Participant
shall be credited to his Deferral Account on the same date as those amounts
would otherwise have been paid to the Participant or credited to his accounts
under the Defined Contribution Plan.

3.4 Suspension or Cessation of Deferrals. With the written consent of the
Committee, a Participant may suspend deferrals due to an unforeseeable financial
emergency, as that term is defined in Section 6.6. Suspension or cessation of
deferrals shall in no way affect a Participant's rights or benefits with respect
to amounts already deferred under the Plan. A suspended participant may not
recommence deferrals until the Plan Year beginning at least twelve (12) months
after the suspension.

3.5 Disability. If a Participant suffers a Disability, deferrals and matching
contributions that otherwise would have been credited to the Participant's
Deferral Account under this Plan shall cease as of the date of Disability. The
Participant's Deferral Account will continue to earn interest under Section 5.2
during the period of Disability.

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3.6 Ineligible Employees. Any Participant who ceases to be an Eligible Employee
but has not incurred a Termination of Employment shall cease to be eligible to
make deferrals under Article III or to be credited with employer contributions
under Article IV, but he shall continue to have a Deferral Account and to be
credited with interest on his Deferral Account under Section 5.2 and shall be
entitled to receive benefits under Article VI.

ARTICLE IV. EMPLOYER CREDIT.

4.1 Restorative and Incentive Deferral Matching Credit. Effective for Plan Years
beginning on or after January 1, 1994, the Company shall credit a Participant
with a contribution for each Plan Year equal to the amount deferred by the
Participant pursuant to Sections 3.2(a) and 3.2(c) multiplied by the rate of
Company matching contributions provided under the Defined Contribution Plan in
which the Participant participates during such Plan Year. The Company's
Restorative Matching Credit shall be credited to the Participant's Deferral
Account on the same date as matching contributions are credited to Participant's
accounts under the Defined Contribution Plan in which the Participant
participates, and interest will be credited as earned from the date credited.

4.2 Defined Contribution Augmentation Credit. Effective for Plan Years beginning
on or after January 1, 1994, if a Participant has made the maximum allowable
Before-Tax Matched Contribution to the Defined Contribution Plan in which the
Participant participates during a Plan Year, the Company shall credit such
Participant's Deferral Account for such Plan Year, provided the Participant is
employed on the last day of the Plan Year, with an amount equal to: (a)
Participant's Direct Cash Compensation for such Plan Year, multiplied by (b) the
maximum salary deferral percentage of Before-Tax Matched Contribution a
non-highly compensated employee participating in the Defined Contribution Plan
in which the Participant participates may make to such Plan for the Plan Year,
multiplied by (c) the rate of Company matching contribution provided for under
the Defined Contribution Plan in which the Participant participates during the
Plan Year, minus (d) the amount of matching contribution the Participant was
credited under the Defined Contribution Plan in which the Participant
participates for such Plan Year (without adjustment for earnings or losses
thereon), minus (e) the Matching Credit the Participant is credited with for
such Plan Year under Section 4.1 hereof (before interest credits). This credit
will be made annually as soon as administratively feasible after the end of the
Plan Year, and interest will be credited as earned from the first day of the
then-current Plan Year.

4.3 Prior Year. For Plan Years ending prior to January 1, 1994, the Company's
obligations to credit contributions shall be as determined under the Prior Plan.

ARTICLE V. PARTICIPANTS' ACCOUNTS.

5.1 Participants' Accounts. The Committee shall create and maintain adequate
records to disclose the interest in the Plan of each Participant and
Beneficiary. Records

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shall be in the form of individual bookkeeping accounts, and credits and charges
shall be made to those accounts pursuant to Articles III and IV and the
following provisions of Article V. Each Participant shall have a separate
Deferral Account. The Participant's interest in his Deferral Account shall at
all times be fully vested.

5.2 Interest on Accounts. Each Participant's Deferral Account shall be credited
with interest as provided in this Section 5.2.

      (a) Disability/Retirement/Survivor Interest. The Deferral Account of a
Participant who has a Disability, attains Retirement or dies while an Employee
shall be deemed to bear interest from the date it was established through the
end of the quarter ending prior to the date distribution begins at a rate equal
to 125% of the Declared Rate for each Plan Year. Interest will be credited in
the manner determined by the Committee from time to time in its sole discretion.

      (b) Other Interest. The Deferral Account of a Participant who terminates
employment with the Company other than by reason of Retirement or death shall be
deemed to bear interest from the date it was established to the end of the
quarter ending prior to the date distribution begins at the Declared Rate for
each Plan Year. Interest will be credited in the manner determined by the
Committee from time to time in its sole discretion.

      (c) Crediting of Interest. The Deferral Account of a Participant shall be
credited with interest determined in accordance with (b) above unless and until
such time as (a) applies, at which time interest shall be redetermined. In the
event of Termination of Employment, interest shall be credited through the end
of the calendar quarter in which termination occurs.

5.3 Valuation of Accounts. The value of a Participant's Deferral Account as of
any date shall equal the dollar amount of any deferrals and employer
contributions credited to the Deferral Account, increased by the interest
credited to the Deferral Account in accordance with Section 5.2 through the
immediately preceding crediting date, and decreased by the amount of any
payments made from the Deferral Account to the Participant or his Beneficiary
since the immediately preceding crediting date.

5.4 Annual Report. Within a reasonable time following the end of each Plan Year,
the Committee shall provide to each Participant a written statement of the
amount standing to his credit in the Deferral Account as of the end of that Plan
Year.

ARTICLE VI. PAYMENT OF DEFERRED COMPENSATION.

6.1 Payments Upon Retirement.

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      (a) General Rule. Except as provided in Section 6.7 or 6.1(b), upon
Retirement a Participant's Deferral Account (including any deferrals pursuant to
Section 3.2(c) hereof) shall be distributed to him in ten (10) substantially
equal annual installments, the sum of which shall equal the value of the
Participant's Deferral Account as of the date of his Retirement plus the
interest on the unpaid balance of the Deferral Account, at the rate set forth in
Section 5.2(a) as of the end of the quarter prior to the date distribution
begins, during the payout period. The first annual installment shall be paid at
the end of the month following the calendar quarter in which the Participant's
Retirement Date occurs. Subsequent annual installments shall be paid on each
anniversary of the initial payment until the full amount has been paid.

      (b) Retirement Payout Alternative Election. In lieu of the ten (10) year
payment in 6.1(a) above, a Participant may elect a single lump sum payment or a
payout period of five (5) years (for elections made prior to January 1, 1995, a
Participant may elect payout periods of three (3) years, five (5) years, or
fifteen (15) years). Elections must be made within three months of initial entry
in the Plan and are irrevocable; provided, however, that no later than one year
prior to the date distribution is to commence, a Participant may modify his
election. Installments and account balances shall be determined as set forth in
Section 6.1(a).

      (c) Effect of Recommencement of Employment. Should the Participant
re-commence employment with the Company, (a) payment of benefits under the Plan
shall be suspended and (b) the Participant shall be eligible to begin
participation in the Plan as of January 1 coincident with or next following the
date his employment re-commenced (provided that the Participant is then an
Eligible Employee).

6.2 Payments upon Disability. If a Participant's Disability continues without
interruption for a full calendar quarter beyond the date deferrals and
contributions cease pursuant to Section 3.5, the Participant shall be treated
for purposes of this Plan as if he had Retired and, except as provided in
Section 6.7, his Deferral Account shall be distributed pursuant to Section 6.1
as if he had retired on the last day of such full calendar quarter. Should the
Participant recover from such Disability and re-commence employment with the
Company, (a) payment of benefits under the Plan shall be suspended and (b) the
Participant shall be eligible to begin participation in the Plan as of the
January 1 coincident with or not following the date his employment re-commenced
(provided the Participant is then an Eligible Employee).

6.3 Payments upon Termination.

      (a) General Rule. Except as provided in Section 6.7 or in Section 6.3(b),
in the event of a Participant's Termination of Employment for any reason other
than death, Disability, or Retirement, a Participant's Deferral Account
(including any deferrals pursuant to Section 3.2(c) hereof) shall be distributed
as provided to him in five (5) substantially equal annual installments, the sum
of which shall equal the value of the Participant's Deferral Account as of the
date of his Termination of Employment plus the

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interest on the unpaid balance of the Deferral Account, at the rate set forth in
Section 5.2(b) as of the end of the quarter prior to the date distribution
begins, during the payout period. The first annual installment shall be paid at
the end of the month following the calendar quarter in which the Participant's
Termination of Employment date occurs. Subsequent annual installments shall be
paid on each anniversary date of the initial payment until the full amount has
been paid.

      (b) Termination Payout Alternative Election. In lieu of the period set
forth in 6.3(a) above, a Participant may elect to have his account balance
distributed in a single lump sum. The election must be made at least within
three (3) months of initial entry into the Plan and is irrevocable; provided,
however, that at least one year prior to the date of Termination of Employment a
Participant may modify his election

      (c) Effect of Recommencement of Employment. Should the Participant
re-commence employment with the Company, (a) payment of benefits under the Plan
shall be suspended and (b) the Participant shall be eligible to begin
participation in the Plan as of the January 1 coincident with or next following
the date his employment re-commenced (provided the Participant is then an
Eligible Employee).

6.4 Payments Upon Death. If a Participant dies, his remaining Deferral Account
shall be distributed as provided in this Section.

      (a) Death Prior to Distribution Commencement. If a Participant dies before
distribution of his Deferral Account has begun, the value of his Deferral
Account, determined as of the last day of the calendar quarter following the
date of his death, shall be distributed to his Beneficiary in a single lump sum
payment as soon as practicable after the end of the calendar quarter in which
the Participant's death occurs. The value of the Participant's Deferral Account
shall be also be determined as of the date of his death, for estate tax
purposes.

      (b) Death After Distribution Commencement. If a Participant dies after
distribution of his Deferral Account has begun, his remaining Deferral Account,
if any, shall be distributed to his Beneficiary under the method and at the time
of distribution in effect as of the date of the Participant's death.

6.5 Alternative Payment for Incentive Deferrals. Subject to approval of the
Committee, at the time a Participant files an Enrollment Agreement with the
Committee, he may irrevocably specify on that Enrollment Agreement the time of
distribution of any Incentive Compensation deferred under that Agreement
pursuant to Section 3.2(c) of the Plan. Payments shall be made as soon as
practicable following the Distribution Date, unless the account has been
distributed earlier pursuant to Sections 6.1-6.4 hereof. A Participant may not
elect distribution of his deferred Incentive Compensation to begin earlier than
one year after the year of his deferral election.

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6.6 Payments upon Financial Emergency. A Participant or Beneficiary, upon
written application to and consent of the Committee and after all loans
available under the Defined Contribution Plan have been made, may withdraw some
or all of the balance of his Deferral Account if the Committee, in its sole
discretion, determines that the requested withdrawal is on account of an
unforeseeable financial emergency and that the amount to be withdrawn does not
exceed the amount necessary to satisfy the financial emergency. Withdrawals
under this Section shall not be permitted to the extent that the financial
emergency may reasonably be relieved through (a) reimbursement or compensation
by insurance or otherwise, (b) liquidation of the Participant's or Beneficiary's
assets (to the extent liquidation would not in itself cause a financial
hardship) or (c) suspension or cessation of deferrals under the Plan pursuant to
Section 3.4. For purposes of this Section, an "unforeseeable financial
emergency" means an immediate and heavy financial need of the Participant or
Beneficiary which satisfies or would have satisfied the requirements established
for hardship withdrawals under the Defined Contribution Plan applicable to the
Participant. In the event of a withdrawal from this Plan and the Defined
Contribution Plan is available to the Participant due to an unforeseeable
financial emergency, such withdrawal shall first be made from this Plan. A
Participant who makes a withdrawal under this section must suspend deferrals
pursuant to Section 3.4.

6.7 Automatic Lump Sum Cashout Payment. Notwithstanding any other provision of
this Plan, if the remaining value of a Participant's Deferral Account upon
Retirement, Disability, Termination of Employment, or death does not exceed the
applicable Automatic Lump Sum Cashout Amount (as defined in Appendix B), the
balance of his Deferral Account shall be distributed in the form of a single
lump sum payment to the Participant or his Beneficiary.

6.8 Beneficiary. A Participant's "Beneficiary" shall be the person or persons,
including a trustee, designated in writing by the Participant pursuant to
practices of, or rules prescribed by, the Committee, as the recipient of a
benefit payable under the Plan following the Participant's death. To be
effective, a Beneficiary designation must be filed with the Committee on a form
prescribed by the Committee. The last such beneficiary designation received by
the Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof shall be effective unless received by the Committee
prior to the Participant's death and in no event shall it be effective as of a
date prior to such receipt. If a proper designation is not on record with the
Committee, the Participant's Beneficiary shall be the Participant's spouse or,
if there is no spouse, the Beneficiary shall be the Participant's estate.

ARTICLE VII. ADMINISTRATION.

7.1 Administrator. The Anthem Pension Committee, or such other Committee as
shall be designated by the Board, shall be the administrator of the Plan. The
Committee shall hold membership at the pleasure of the Board and shall consist
of the number of members that is specified from time to time by the Board.

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7.2 Notices. Any notice or filing required or permitted to be given to the
Committee or Company under the Plan shall be sufficient if it is in writing and
hand delivered, or sent by registered or certified mail, to the Company at the
principal office of the Company. Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

7.3 Powers and Duties of the Committee. Subject to the specific limitations
stated in this Plan, the Committee shall have the following powers, duties, and
responsibilities:

      (a) to carry out the general administration of the Plan;

      (b) to cause to be prepared all forms necessary or appropriate for the
administration of the Plan:

      (c) to keep appropriate books and records;

      (d) to determine amounts to be disbursed to Participants and others under
the provisions of the Plan;

      (e) to determine, consistent with the provisions of this instrument, all
questions of eligibility, rights, and status of Participants and others under
the Plan;

      (f) to exercise all other powers and duties specifically conferred upon
the Committee elsewhere in this instrument;

      (g) to interpret, in its full discretion, the terms of the Plan and the
benefits payable pursuant to it and to resolve, in its full discretion, all
disputed questions of Plan interpretation and benefit eligibility. All decisions
of the Committee shall be by vote of a majority of its members and shall be
final and binding; and

      (h) to delegate all or a part of its powers, duties or responsibilities to
other persons or entities, in its discretion.

7.4 Appeals to Committee.

      (a) General. Eligible Employees may request that the Committee review a
decision of the Committee (other than a determination of whether an Employee is
an Eligible Employee) by filing an appeal in writing with the Committee pursuant
to such procedures as the Committee may establish. The Committee may set a time
limit for such appeals. Each appeal shall be filed individually by the Eligible
Employee on his own behalf. Appeals shall be reviewed by the Committee in the
ordinary course of conduct of the Committee's business. Any adjustments shall be
made prospectively.

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      (b) Enrollment. In the case of appeals relating to failure to enroll in
the Plan or errors in enrollment, the appeal must be received by the Committee
no later than January 31 of the year with respect to which enrollment is
appealed. If upon review of the appeal, the Committee determines that an
adjustment is required, the adjustment will be made prospectively beginning with
the first payroll cycle beginning on or after the thirtieth (30th) day following
the Committee's determination.

ARTICLE VIII. AMENDMENT AND TERMINATION.

8.1 Amendment. The Board reserves the right to amend the Plan at any time by
written instrument, with written notice given to each Participant in the Plan.
No amendment shall reduce any account balances credited prior to the date of the
amendment.

8.2 Termination. The Board reserves the right to terminate the Plan at any time
as it deems appropriate. Upon termination of the Plan, no further deferrals or
credits shall be made to the Plan. The value of a Participant's Deferral Account
shall be determined as of the date of the Plan's termination. Distributions
shall be made at the time and under the terms and conditions as the Company, in
its sole discretion, shall determine, but shall commence no later than the
earlier of a Participant's Retirement, death, Disability, Termination of
Employment or Distribution Date.

ARTICLE IX. MISCELLANEOUS.

9.1 Relationship. Notwithstanding any other provision of this Plan, this Plan
and action taken pursuant to it shall not be deemed or construed to establish a
trust or fiduciary relationship of any kind between or among the Company,
Participants, Beneficiaries, or any other persons. The Plan is intended to be
unfunded for purposes of the Code and ERISA. The right of Participants and
Beneficiaries to receive payment of deferred compensation is strictly a
contractual right to payment, and this Plan does not grant nor shall it be
deemed to grant Participants, Beneficiaries, or any other person any interest in
or right to any of the funds, property, or assets of the Company other than as
an unsecured general creditor of the Company.

9.2 Other Benefits and Plans. Nothing in this Plan shall be deemed to prevent
Participants from receiving, in addition to the deferred compensation provided
for under this Plan, any funds that may be distributable to them at any time
under any other present or future retirement or incentive plan of the Company,
other than as a result of excluding deferred amounts under the terms of a
qualified retirement plan of the Company.

9.3 Anticipation of Benefits. Neither Participants nor Beneficiaries shall have
the power, except by will or the law of descent and distribution, to transfer,
assign, anticipate, pledge, alienate, or otherwise encumber in advance any of
the payments that may become due under this Plan, and any attempt to do so shall
be void. Any payments that may become due under this Plan shall not be subject
to attachment, garnishment, or execution

                                       13
<PAGE>

or be transferable by operation of law in the event of bankruptcy or insolvency
of a Participant.

9.4 Obligations to Company. If a Participant becomes entitled to a distribution
of deferred compensation under the Plan, and if at that time the Participant has
outstanding any debt, obligation, or other liability representing an amount
owing to the Company, then the Committee may determine in its sole discretion to
offset the amount owing to the Company against the distribution.

9.5 Employment Not Guaranteed. Nothing contained in this Plan nor any action
taken under the Plan shall be construed as a contract of employment or as giving
any Employee any right to be retained in employment with the Company.

9.6 Protective Provisions. Each Participant shall cooperate with the Company and
the Committee by furnishing any and all information requested by the Company or
the Committee in order to facilitate the payment of benefits under the Plan, by
taking any relevant actions as may be requested by the Company or Committee. If
a Participant refuses to so cooperate, the Company shall have no further
obligation to the Participant or his Beneficiary under this Plan, other than to
distribute to the Participant the cumulative deferrals he has already made
pursuant to the Plan.

9.7 Waiver of Breach. The Company's waiver of any Plan provision shall not
operate or be constructed as a waiver of any subsequent breach by the
Participant or an agreement to grant a waiver with respect to a subsequent
breach.

9.8 Successors or Assigns. This Plan shall be binding upon and inure to the
benefit of the Company and its successors and assigns.

9.9 Tax Withholding. All amounts deferred, credited or distributed pursuant to
the Plan shall be subject to withholding to the extent required by applicable
federal, state, and local laws, and, if applicable, FICA tax, and the Committee
may make such arrangements for the payment of any withholding taxes on
distributions as it deems satisfactory, including, (i) deducting the amount
required to be withheld from salary or any other amount then or thereafter
payable to a Participant, beneficiary or legal representative, and (ii)
requiring a Participant, Beneficiary or legal representative to pay to the
Company the amount required to be withheld as a condition of releasing the
distributions related thereto.

9.10 Indemnification. No member of the Committee or the Board shall be
personally liable by reason of any contract or other instrument executed by such
member or on such member's behalf in his or her capacity as a member of the
Committee for any mistake of judgment made in good faith, and the Company shall
indemnify and hold harmless each employee, officer or director of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan may be allocated or delegated, against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement

                                       14
<PAGE>

of a claim) arising out of any act or omission to act in connection with the
Plan unless arising out of such person's own fraud or bad faith.

IN WITNESS WHEREOF, the Company has executed this Plan to be effective as of
January 1, 1997.


                  By:         /s/ L. Ben Lytle
                     ----------------------------------------
                                  L. Ben Lytle
                       President & Chief Executive Officer

                                       15
<PAGE>

                                   APPENDIX A

                             PARTICIPATING EMPLOYERS
                              As Of January 1, 1997
                            (unless otherwise noted)

Acordia Claims, Inc. (As of August 15, 1997)
Acordia Healthcare Solutions, Inc. (As of August 1, 1997)
Acordia of Central Indiana, Inc. (As of August 1, 1997)
Acordia of Evansville, Inc. (As of August 1, 1997)
Acordia of Lexington, Inc. (As of August 1, 1997)
Acordia of Louisville, Inc. (As of August 1, 1997)
Acordia of Northwest, Inc. (As of August 1, 1997)
Acordia Senior Benefits, Inc. (As of August 1, 1997)
Acordia Senior of the Southeast, Inc. (As of August 1, 1997)
AdminaStar Communications, Inc. (January 1, 1997 through March 31, 1997)
AdminaStar Federal, Inc.
AdminaStar, Inc.
American Health Network of Indiana, Inc.
American Health Network of Kentucky, Inc.
American Health Network of Ohio, Inc.
American Health Network of Ohio Professional Corporation
American Health Network, Inc.
Anthem Benefit Services, Inc.
Anthem Casualty Insurance Group, Inc. (January 1, 1997 through June 30, 1997)
Anthem Health & Life Insurance Company of New York
Anthem Insurance Companies, Inc.
Anthem Life Insurance Company of Indiana
Anthem Prescription Management, Inc.
Anthem Transition Corp. (As of August 1, 1997)
Community Insurance Company
CorePoint MCO, Inc. (As of August 15, 1997)
Corporate Claims Services, Inc. (As of August 15, 1997)
Davis & Associates, Inc. (As of August 15, 1997)
Executive & Employee Benefit Plans, Inc.
Southeastern Group, Inc.
SpecialMed of Indiana, Inc.
Wright Health Associates, Inc.

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<PAGE>

                                   APPENDIX B

                       AUTOMATIC LUMP SUM CASHOUT AMOUNTS

Employment Termination Date                                            Amount
---------------------------                                            ------

Prior to January 1, 1995                                               $15,000

On or after January 1, 1995 and                                        $25,000
prior to January 1, 1996

On or after January 1, 1996 and                                        $35,000
prior to January 1, 1997

On or after January 1, 1997 and                                        $45,000
prior to January 1, 1998

On or after January 1, 1998                                            $55,000

                                       17