**Exhibit10.14**

WELLPOINT HEALTH NETWORKS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As restated effective December 4, 2001)

(As amended October 24, 2003)

# ARTICLE IPURPOSE

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

This Plan is intended to be a plan that is unfundedand that is maintained by WellPoint Health Networks Inc. primarily for thepurpose of providing deferred compensation for a select group of management orhighly compensated employees within the meaning of the Employee RetirementIncome Security Act of 1974 (“ERISA”).

# ARTICLE IIDEFINITIONS

In this Plan, the following terms have the meaningsindicated below:

## 2.1   “Committee” means the CompensationCommittee of the Board of Directors of the Company, as constituted from time totime.  The Committee has fulldiscretionary authority to administer and interpret the Plan, to determineeligibility for Plan benefits, to select employees for Plan participation, andto correct errors.  The Committee maydelegate its duties and responsibilities and, unless the Committee expresslyprovides to the contrary, any such delegation will carry with it theCommittee’s full discretionary authority to accomplish the delegation.  Decisions of the Committee and its delegatewill be final and binding on all persons.

## 2.2   “Company “ means WellPoint HealthNetworks Inc. and any successor to substantially all of the assets or businessof WellPoint Health Networks Inc. that, by appropriate action, adopts thisPlan.

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

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

 

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

## 2.5   “Participant” means a current orformer officer of a WellPoint Company who has been selected by the Committeefor participation in this Plan and has received written notice of suchparticipation.  An individual whobecomes a Participant shall remain a Participant so long as he or she retainsan accrued benefit under the Plan, but further accrual of benefits will be subjectto the terms of the Plan.

## 2.6   “Plan” means this WellPoint HealthNetworks Inc. Supplemental Executive Retirement Plan, as amended from time totime.

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

## 2.8   “Years of Benefit Service” means thetotal of a Participant’s Years of Service, provided that (i) when theindividual first becomes a Participant, the Committee may exclude certain Yearsof Service rendered before he or she becomes a Participant, (ii) the Committeemay include all or a portion of a Participant’s service rendered to an entitybefore it becomes a WellPoint Company, and (iii) the Committee may at any timecease future accrual of Years of Benefit Service for a Participant.  A Participant may be credited withfractional Years of Benefit Service.

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

## 2.10 “Year of Vesting Service” means eachYear of Service rendered by a Participant for a WellPoint Company after thelater of January 1, 2000 or the date that the individual commencesparticipation in the Plan.

 

# ARTICLE IIIAMOUNT OF BENEFIT

## 3.1   Retirement Benefit.

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

 

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Percentage multiplied by (ii) his or her Final AveragePay and (iii) if the Participant has less than fifteen (15) Years of BenefitService, multiplied by a fraction the numerator of which is the Participant’sfull Years of Benefit Service and the denominator of which is fifteen(15).  The Applicable RetirementPercentage for each Participant shall be either fifty (50%) or sixty (60%) asdesignated by the Committee at the time that the Participant is selected forparticipation in the Plan; provided that the Committee may, in its solediscretion after participation commences, either change the ApplicablePercentage applicable to future Years of Benefit Service from 50% to 60% orvice versa or increase the percentage from 50% to 60% applicable to all Yearsof Benefit Service.

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

### (c)   Other Plan Offset Amount.  The amount of the single life annuitypayable to a Participant pursuant to subparagraph (a) or (b) above shall befurther reduced by the Other Plan Offset Amount.

## 3.2   Other Terminations.  Except as provided in Section 3.3 below, ifa Participant terminates employment with all WellPoint Companies beforecompleting five (5) full Years of Vesting Service, no benefits shall be payableunder the Plan to or on behalf of such Participant.

## 3.3   Certain Terminations.  If a Participant’s employment is terminatedunder circumstances that would make such Participant eligible for benefitsunder the WellPoint Health Networks Inc. Officer Change-in-Control Plan, as ineffect on the date of adoption of this Plan  or such termination, then (i) such Participant shall be deemed tohave five (5) full Years of Vesting Service at the time of such termination forpurposes of Sections 3.1 and 3.2 and (ii) such Participant shall, for purposesof this Plan, be credited with such number of additional Years of BenefitService, and shall be deemed to be older by such number of years, as is setforth in the Officer Change in Control Plan.

# ARTICLE IVDISTRIBUTIONS

## 4.1   Distribution of Benefits.  A Participant must elect the manner in whichhis or her benefits will be paid out by following the procedures describedbelow and by satisfying such additional requirements as the Committee mayreasonably determine.

 

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

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

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

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

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

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

# ARTICLE VPRE-RETIREMENT DEATH BENEFIT

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

 

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

# ARTICLE VINON-COMPETITION REQUIREMENT

Notwithstanding any other provision of the Plan, if aParticipant at any time without the prior written approval of the Committee,engages, directly or indirectly (including, but not limited to, as a director,principal, partner, venturer, employee, consultant or agent), or has any director indirect interest, in any business similar to or competitive with that beingcarried on by a WellPoint Company or affiliate at the time of the Participant’stermination of employment in any area of the world where any WellPoint Companyor an affiliate carries on such business, no further benefit payments shall bemade under the Plan to the Participant or his or her spouse after theParticipant first so engages in, or acquires an interest, in suchbusiness.  Included within the meaningof an indirect interest for purposes of this Article VI is, by way of exampleonly, an interest in a trust, corporation, venture or partnership which, inturn, owns an interest in any such business, or an interest in any suchbusiness through a nominee, agent, option or other device.  However, nothing in this Article VI willprevent a Participant from serving on boards of companies for which he servesas a director on the date that he or she becomes a Participant, or from owningan interest in a mutual fund or an interest of no more than one percent (1%) ofthe outstanding equity interest of a corporation whose stock is listed on anational stock market.  If any of theprovisions of this Article VI would contravene or be invalid under anyapplicable law, such contravention or invalidity shall not invalidate all ofthe provisions of this Article VI, but rather this Article VI shall beconstrued insofar as such law is concerned as not containing the particularprovision or provisions held to be invalid in said state and the rights andobligations shall be construed and enforced accordingly.

 

# ARTICLE VIIMISCELLANEOUS

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

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

 

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If the claim is denied, the notification will statespecific reasons for the denial and the Claimant will have 60 days to file asigned, written request for a review of the denial with the Committee.  This request will include the reasons forrequesting a review, facts supporting the request and any other relevantcomments.  The Committee, operatingpursuant to its discretionary authority to administer and interpret the Planand to determine eligibility for benefits under the terms of the Plan, willgenerally make a final, written determination of the Claimant’s eligibility forbenefits within 60 days of receipt of the request for review.

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

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

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

## 7.5   Amendment and Termination.  The Company may amend or terminate the Planat any time, provided that no amendment or termination may adversely affect aParticipant’s rights under the Plan with respect to benefits already accruedbased on Years of Benefit Service rendered before, and Final Average Paydetermined as of, the date of such amendment or termination, without theParticipant’s written consent.  Notwithstandingthe above, upon termination of the Plan, the Company may satisfy itsobligations to each Participant hereunder by making a current single sum cashpayment equal to the present value of the Participant’s then accrued benefit,based on reasonable actuarial assumptions adopted by the Committee.  In addition, the Company may amend the Planto restrict a Participant’s right to change his or her election with respect tothe timing and form of benefit, if and to the extent that the Company deemsnecessary to avoid the constructive receipt of benefits by Participants for taxpurposes before actual distribution of benefits.  In the event of a Change in Control (as defined in the WellPointHealth Networks Inc. Officer Change-in-Control Plan (the “CIC Plan”) as ineffect from time to time), no amendment or termination of the Plan mayadversely affect the rights under Section 3.6 of the CIC Plan of anyParticipant under the Plan immediately prior to such Change in Control(including the applicable credits to which such Participant would be entitledupon an eligible termination of employment under such CIC Plan), without theParticipant’s written consent.  Anyamendment to the Plan must be made in writing; no oral amendment will beeffective.

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

 

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## 7.7   No Funding.  The Plan constitutes a mere promise by the Company to makepayments in the future in accordance with the terms of the Plan. A Participantand his or her surviving spouse shall have the status of general unsecuredcreditors of the Company.  Except to theextent provided below in Section 7.8, Plan benefits will be paid from thegeneral assets of the Company and nothing in the Plan will be construed to givea Participant or any other person rights to any specific assets of theWellPoint Companies.  In all events, itis the intention of the WellPoint Companies that the Plan be treated asunfunded for tax purposes and for purposes of Title I of ERISA.

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

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

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

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

WELLPOINT HEALTHNETWORKS INC.

 
| By:    |   | /s/ Leonard D. Schaeffer |   | October 24, 2003 |
|--------|--------|--------------------------|--------|------------------|
|   |   |                     |   | Date             |

 

 

 

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