**Exhibit 10.03**

 

**WellPoint Health Networks Inc.**

**Management Bonus Plan**

 

Pursuant to the authority under Paragraph D.1 of the WellPoint HealthNetworks Inc. Management Bonus Plan, effective as of January 1, 2000 (the “MBP”),the Chief Executive Officer of WellPoint Health Networks Inc. (the “CEO”of the “Company”) has the full discretionary authority to administer andinterpret the MBP.  The CEO desires toclarify certain provisions of the MBP as described below, in order to avoidunintended duplication of benefits. Capitalized terms used herein, unless otherwise defined herein, shallhave the same meaning as set forth in the MBP.

 

Participants under the WellPoint HealthNetworks Inc. Officer Change-in-Control Plan, as amended and restated throughDecember 4, 2001 and as may be amended from time to time (the “CIC Plan”),may under the terms of the CIC Plan become entitled to a “guaranteed annualbonus” for the fiscal year in which occurs a “change in control” (as defined inthe CIC Plan) in accordance with Section 2.2 of the CIC Plan, or a “pro-ratedbonus” for the fiscal year in which occurs an “involuntary termination” or“constructive termination” (as defined in the CIC Plan) in accordance withSection 3.7 of the CIC Plan.  A bonuspayable to a Participant under the MBP in respect of the same period is notintended to duplicate, nor to be in addition to, a bonus payable to suchParticipant in accordance with the terms of Section 2.2 or Section 3.7 of theCIC Plan.

 

Accordingly, the CEO desires to clarify theMBP such that, if any Participant under the MBP becomes entitled under theterms of the CIC Plan to a “guaranteed annual bonus” (which may be a pro-ratedbonus) pursuant to Section 2.2 of the CIC Plan in respect of a fiscal year inwhich occurs a qualifying “change in control,” the guaranteed annual bonus thatis paid to the Participant in accordance with Section 2.2 of the CIC Plan willbe deemed to be the award for such Participant under the MBP in respect of suchfiscal year, and the Participant shall not be entitled to an additional bonusunder the MBP in respect of such fiscal year.

 

Similarly, the CEO desires to clarify the MBPsuch that, if any Participant under the MBP becomes entitled under the terms ofthe CIC Plan to a “pro-rated bonus” pursuant to Section 3.7 of the CIC Plan inrespect of the fiscal year in which occurs the Participant’s “involuntarytermination” or “constructive termination” (as defined in the CIC Plan), thepro-rated bonus that is paid to the Participant in accordance with Section 3.7of the CIC Plan will be deemed to be the award for such Participant under theMBP in respect of such fiscal year, and the Participant shall not be entitledto an additional bonus under the MBP in respect of such fiscal year.

 

In all cases, only one bonus can be paid to aParticipant under the MBP in respect of any given fiscal year (or in respect ofany portion of a given fiscal year), and in no

 

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event shall any Participant be entitled to more than one bonus underthe MBP in respect of any given fiscal year (or in respect of any portion ofany given fiscal year).  Thus, if an“involuntary termination” or “constructive termination” occurs for anyParticipant during the fiscal year in which a qualifying “change in control”occurs, then the Participant will be eligible for an award in respect of thepro-rated guaranteed annual bonus provided for in Section 2.2 of the CIC Plan,and will not additionally be eligible for an award in respect of the pro-ratedbonus provided for under Section 3.7 of the CIC Plan.

 

The MBP currently permits the Administrator to pay a pro-rated bonus toParticipants who terminate employment prior to the payment of a bonus as aresult of a reduction in force commencing in the fourth quarter of a fiscalyear (and the prior year’s bonus award and a pro-rata bonus award if suchtermination occurs between the start of the next fiscal year and payment of theprior year’s bonus).  The CEO desires toclarify the MBP such that, if any Participant terminates employment after thefiscal year in which occurs a qualifying “change in control” (as defined in theCIC Plan), but within 36 months following such qualifying “change in control,”and therefore becomes entitled under the terms of the CIC Plan to a pro-ratedbonus pursuant to Section 3.7 of the CIC Plan in respect of the year oftermination, the bonus that is paid to the Participant in accordance withSection 3.7 of the CIC Plan will be deemed to be the award to such Participantunder the MBP in respect of the fiscal year in which occurs the Participant’stermination of employment, and the Participant shall not be entitled to anadditional bonus under the MBP in respect of such fiscal year (but may beentitled to a bonus under the MBP in respect of the preceding fiscal year inaccordance with the terms of the MBP). Participants who terminate employment as a result of a reduction inforce as described above but who are not eligible for a pro-rata bonus underSection 3.7 of the CIC Plan in respect of the year of termination maynonetheless be eligible to receive a bonus under the MBP in accordance with theterms of the MBP.

 

 
| Date: June 28, 2004 |   |                     |
|---------------------|--------|--------------------------|
|                |   |                     |
|                | By:    | /s/ Leonard D. Schaeffer |   |
|                |   | Leonard D. Schaeffer     |

 

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