Exhibit
10.13


WELLPOINT
HEALTH NETWORKS INC.


OFFICER
CHANGE-IN-CONTROL PLAN


(As amended and restated through
December 4, 2001)


 


This WellPoint Health Networks Inc. Officer
Change-in-Control Plan (the “Plan”) is designed to provide officers of
WellPoint Health Networks Inc. (“WellPoint” or the “Company”) and/or Affiliates
of WellPoint with benefits in the event of a Change-in-Control.  Except to the extent provided herein, the
Plan, which was originally adopted by the Board of Directors as of February 12,
1998, replaced any similar plan previously in effect as of such date of
adoption providing for monetary or other compensation to any officer in the
event of a change in control.  This Plan
has been further amended and restated as of October 27, 1998, as of October 18,
2001, and, as provided herein, as of December 4, 2001.


 


ARTICLE
I 


DEFINITIONS


 


Unless otherwise
indicated, capitalized terms used herein shall have the following meaning:


 


“Affiliate” means
an entity that is linked to WellPoint by a 51% or greater chain of
ownership.  For this purpose, ownership
is determined by applying the principles of Section 414 of the Code and by
substituting a 51% control test for an 80% control test.


 


“Affiliated Group”
means WellPoint and all of its Affiliates.


 


“Base Salary”
means a Participant’s highest annualized base salary, in the aggregate, payable
from one or more member of the Affiliated Group at any time during the period
commencing five years before the announcement of the relevant Change in Control
and ending immediately preceding the Participant’s Termination Date or, if
earlier and solely for purposes of computing the Change in Control Completion
Bonus under section 2.3, the date of the Change in Control.


 


“CEO” means the
Chief Executive Officer of WellPoint or his delegate.


 


“Change in Control” shall mean one or more of the
following that occurs within the term of the Plan:


 


(i)                                     The acquisition, directly or indirectly
by any person or related group of persons (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), but other than WellPoint or a person that
directly or indirectly controls, is controlled by, or is under, control with
the Company, of beneficial ownership (as defined in Rule 13d-3 of the Exchange
Act) of securities of the Company that results in such person or related group
of persons beneficially owning securities representing 40% or more of the
combined voting power of the Company’s then-outstanding


 


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                                                 securities;


 


(ii)                                  A merger, recapitalization, consolidation
or similar transaction to which WellPoint is a party or the sale, transfer or
other disposition of all or substantially all of the Company’s assets if, in
either case, the beneficial owners of WellPoint’s securities immediately before
the transaction do not have, immediately after the transaction, beneficial
ownership of securities representing at least 60% of the combined voting power
of the then-outstanding securities of the surviving entity or the entity
acquiring WellPoint’s assets, as the case may be, or a parent thereof;


 


(iii)                               A merger, recapitalization, consolidation
or similar transaction to which WellPoint is a party or the sale, transfer or
other disposition of all or substantially all of the Company’s assets if, in
either case, the directors of WellPoint immediately prior to consummation of
the transaction do not, upon consummation of the transaction, constitute at
least a majority of the board of directors of the surviving entity or the
entity acquiring WellPoint’s assets, as the case may be, or a parent thereof
(for this purpose, any change in director composition that is anticipated or
pursuant to an understanding or agreement in connection with a transaction will
be deemed to have occurred at the time of the transaction); or


 


(iv)                              A change in the composition of the Board
of Directors of WellPoint (the “Board”) over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (a) have been Board members since the beginning of
such period or (b) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (a) who were still in office at the time the Board approved such
election or nomination.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Committee” shall
mean the Compensation Committee of the Board of Directors of WellPoint, whose
membership shall be comprised solely of independent directors of WellPoint and
to which the CEO shall report periodically regarding actions taken under this
Plan.


 


“Constructive
Termination” means one or more of the following:


 


(i)                                     A material reduction in the duties,
responsibilities, status, reporting responsibilities, titles or offices that a
Participant had with the Affiliated Group immediately before such reduction;


 


(ii)                                  Reduction by more than 10% of the total
annual cash compensation (including base salary and target bonuses) that a
Participant was eligible to receive from all members of the Affiliated Group
immediately before the reduction except a


 


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                                                 reduction that both (a) is part of, and consistent with, an
across-the-board reduction in the salaries of senior officers of the Affiliated
Group and (b) is not implemented on or after, or in contemplation of, a
Change-In-Control;


 


(iii)                             A change in the Participant’s principal place of employment
with the Affiliated Group such that the Participant’s one-way commute will be
increased by more than 35 miles; or


 


(iv)                              A requirement that the Participant spend
an average of two or more days per week at a place of employment other than his
or her principal place of employment if the average ground commute to such
additional place of employment from the Participant’s primary residence, during
normal commute hours, is longer than two hours; provided that the Participant
has not, in advance and in writing, agreed to such requirement in connection
with assuming or retaining a specific position;


 


(v)                                 The failure of any successor to WellPoint
by merger, consolidation or acquisition of all or substantially all of the
business of WellPoint to assume WellPoint’s obligations under this Plan.


 


However, a
Constructive Termination will not be deemed to have occurred unless (A) within
sixty (60) days of the occurrence that the Participant deems to be a
Constructive Termination, the Participant notifies WellPoint in writing that he
or she has experienced a Constructive Termination, which notice describes the
event that the Participant believes constitutes a Constructive Termination, (B)
WellPoint has not, within fifteen (15) days of receipt of such notice, corrected
the circumstance that would otherwise result in a Constructive Termination, and
(C) the Participant terminates his or her employment within ninety (90) days of
such 15-day period.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Involuntary
Termination” means actual termination of a Participant’s employment with the
Affiliated Group other than (i) Termination for Cause, (ii) termination due to
the Participant’s total and permanent disability, as that term is defined in
the WellPoint long-term disability plan in effect on the date in question, or
(iii) termination due to the Participant’s death.


 


“Participant”
means any person holding the title of Staff Vice President, Regional Vice
President or Vice President or higher with WellPoint or any member of the
Affiliated Group and any other person as may be designated from time to time by
the CEO; provided, however, that it shall not include (i) any person covered by
an employment agreement with any member of the Affiliated Group on his or her
Termination Date unless such person’s employment agreement otherwise provides;
and (ii) unless otherwise designated by the CEO, any other position, whether or
not the position contains the phrase “Vice President, which is not considered
to be an officer position of the Affiliated Group or is not entitled to
participate in benefits generally reserved for officers of the Affiliated
Group.


 


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“Plan Bonus”
means, for each Participant, an amount equal to an amount equal to (i)
multiplied by (ii) multiplied by (iii) where:


 


                (i) equals the Participant’s
Base Salary;


 


                (ii) equals the percentage, for
the fiscal year occurring in whole or in part during the period commencing five
years before the announcement of the relevant Change in Control and ending
immediately before the Participant’s Termination Date (or, if earlier and
solely for purposes of determining the Change in Control Completion Bonus under
Section 2.3, the date of the Change in Control) for which such percentage is
the highest, that the Participant’s Target Bonus for such fiscal year
represents as a percentage of such Participant’s annual base salary for such
fiscal year; and


 


                (iii) equals the greater of (A)
100% or (B) the average percentage, for the two consecutive fiscal years within
the period commencing five years before the announcement of the relevant Change
in Control and ending immediately before the Participant’s Termination Date
(or, if earlier and solely for purposes of determining the Change in Control
Completion Bonus under Section 2.3, the date of the Change in Control) for
which such average percentage is the highest, that the Participant’s actual
annual bonus for a fiscal year represented as a percentage of the participant’s
Target Bonus for such fiscal year.


 


“Target Bonus”
means the Participant’s target bonus for any fiscal year under WellPoint’s
then-applicable annual management incentive plan, or any other similar annual
incentive plan maintained by a member of the Affiliated Group.


 


“Termination Date”
is the first date that a Participant is subject to a Constructive Termination
or an Involuntary Termination.


 


“Termination for
Cause” means termination of the Participant’s employment with the Affiliated
Group by reason of (i) willful engagement by a person in gross misconduct
injurious to WellPoint or the commission by a person of any act of gross
negligence or malfeasance with respect to a person’s duties incident to
employment; (ii) willful failure by a person to attend to the material duties
assigned to such person by such person’s supervisor; (iii) a commission by a
person of any act of fraud, embezzlement or dishonesty against any member of
the Affiliated Group; or (iv) conviction of a person for any criminal offense
involving fraud or dishonesty or any similar conduct which is injurious to the
reputation of WellPoint.


 


ARTICLE II


BENEFITS UPON A CHANGE IN CONTROL


 


 


2.1 Prior
Bonuses and Incentive Pay.  If a
Change in Control occurs, each Participant shall be entitled to receive as soon
as practicable, subject to any election to defer such amount


 


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made by such Participant
under a WellPoint deferral program, any bonus or other incentive compensation
for a prior period that was earned but theretofore remained unpaid.  To the extent possible, the determination of
such amount shall be made by the WellPoint Board of Directors before the Change
in Control and, to the extent that this is not possible, it shall be determined
as soon as practicable following the Change in Control by those continuing
members of the \board of directors of the continuing or successor company that
were members of the board of directors of WellPoint immediately before such
Change in Control.


 


2.2 Guaranteed
Annual Bonus. If a Change in Control occurs, each Participant shall be
entitled to a bonus for the fiscal year in which the Change in Control occurs
equal to the greatest of (i) the Participant’s Target Bonus for such fiscal
year, (ii) the average of the annual (or annualized) bonus paid to the
Participant for the preceding two fiscal years (or such shorter period as the
Participant may have been eligible for such an award) under WellPoint’s
then-applicable annual management incentive plan, or any other similar annual
incentive plan maintained by a member of the Affiliated Group or (iii) the
bonus that is determined in the ordinary course under such a plan for the
Participant for the fiscal year in which the Change in Control occurs.  However, if the Participant terminates
employment by reason of an Involuntary Termination or Constructive Termination
after the announcement of, or the execution of a definitive agreement for, a
Change in Control and before the end of the fiscal year in which the Change in
Control occurs, the bonus payable under this Section 2.2.shall be prorated
based on the Participant’s actual period of employment with WellPoint or an
Affiliate during the fiscal year in which the Change in Control occurs.  Any bonus payable under this Section 2.2 will
be paid in a lump sum cash payment upon the earlier of the normal time for
payment of a bonus under the applicable incentive plan or as soon as
practicable following the Participant’s Termination Date.


 


2.3 Change in
Control Completion Bonus. If a Change in Control occurs, each Participant
will be entitled to payment of a Change in Control Completion Bonus equal to
100% of the Participant’s Base Salary and Plan Bonus.  One-half of the Completion Bonus will be paid one year following
consummation of the Change in Control provided the Participant remains employed
with WellPoint, an Affiliate or successor through such date and the remaining
one-half will be paid two years after consummation of the Change in Control
provided the Participant remains employed with WellPoint, an Affiliate or
successor through such date.  However,
if a Participant terminates employment before the scheduled payment date for an
installment of such Completion Bonus, the Participant shall not be entitled to
receive such installment.


 


ARTICLE III


SEVERANCE BENEFITS UPON A CHANGE IN
CONTROL


 


3.1 Eligibility.
If (i) on, or within 36 full calendar months after, a Change in Control, a
Participant is subject to an Involuntary Termination or a Constructive
Termination or (ii) on or after the execution of a definitive agreement for a
Change in Control and before the consummation of such Change in Control a
Participant is subject to an Involuntary Termination, the Participant will be
eligible for the Plan benefits provided in Article III hereof (subject to the


 


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terms and conditions of
this Plan); provided, however, that such Participant will not be eligible for
Plan benefits if the Participant has already received benefits under this Plan
due to a previous Constructive Termination or a previous Involuntary
Termination.


 


3.2. Basic
Benefit.


 


(a) The Basic
Benefit for each Participant will be as provided in this Section 3.2 based upon
the Participant’s position as of the Termination Date as follows; provided,
however, that in no event will the Basic Benefit be less than the lowest Basic
Benefit for the highest position held by the Participant with a member of the
Affiliated Group at any time during the period commencing five years before the
announcement of the relevant Change in Control and ending immediately before
the Participant’s Termination Date:


 


(i)            Executive Vice
President: 3.00 times Base Salary, plus 3.00 times Plan Bonus.


(ii)           Senior Vice
President: 2.50 times Base Salary, plus 2.50 times Plan Bonus.


(iii)          General Manager or Vice President:
2.00 times Base Salary, plus 2.00 Times Plan Bonus.


(iv)          Regional or Staff
Vice President: 1.50 times Base Salary, plus 1.50 times Plan Bonus.


 


However, the amount of a
Participant’s Basic Benefit under this Section 3.2 will be reduced by the
amount of any Change in Control Completion Bonus paid to the Participant under
Section 2.3 of the Plan.


 


(b) The Basic
Benefit will be paid to the Participant in a lump sum as soon as reasonably
practicable after the Participant’s Termination Date.


 


3.3. Outplacement
Benefit.  Each Participant shall
receive the Outplacement Benefit, which shall consist of outplacement services
consistent with WellPoint’s then-current outplacement policy for persons
holding the Participant’s title.  The
fee for this service will be paid directly by WellPoint (and/or by an Affiliate
controlled by WellPoint) to the outplacement service vendor.


 


3.4 Pension and
401(k) Match Contribution.  Each
Participant shall be entitled to a special contribution amount equal to the sum
of the additional Annuity Credits and Matching Contributions to which the
Participant would have been entitled under WellPoint’s Pension Accumulation
Plan, 401(k) Retirement Savings Program and Comprehensive Executive Non-Qualified
Retirement Plan had the Participant remained employed with WellPoint for that
number of additional number of years set forth below and the Participant’s
Basic Benefit were payable over such period and treated as eligible
compensation under such plans:


 


(i)            Executive Vice
President: three years;


 


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(ii)           Senior Vice
President: two and one-half years;


(iii)          General Manager or Vice President:
two years;


(iv)          Regional or Staff
Vice President: one and one-half years.


 


The amount of such
special contribution amount shall be computed assuming the Participant was
eligible, and made the maximum salary deferrals and supplemental salary
deferrals eligible for matching and supplemental matching contributions, under
the 401(k) Retirement Savings Program and Comprehensive Executive Non-Qualified
Retirement Plan, respectively.  Such
special contribution amount shall be paid to the Participant in a lump sum cash
payment as soon as practicable after the Participant’s Termination Date, unless
the Participant is entitled to participate in WellPoint’s Comprehensive
Executive Non-Qualified Retirement Plan, in which case the contribution shall
be credited to such Participant’s account under such plan as an additional fully
vested amount.


 


                3.5 Financial Planning. Each participant who
is an Executive Vice President or Senior Vice president shall be entitled to a
continuation of financial planning benefits for the number of years set forth
below:


 


(i)            Executive Vice
President: three years; and


(ii)           Senior Vice
President: two and one-half years.


 


3.6 Additional
SERP Credit.  Each Participant who
is eligible to participate in WellPoint’s Supplemental Executive Retirement
Plan will be deemed to have five Years of Vesting Service thereunder and shall
be credited with that number of additional Years of Benefit Service, and shall
be deemed to be that number of years older, as is set forth below:


 


(i)            Executive Vice
President: three additional years;


(ii)           Senior Vice
President: two and one-half additional years;


(iii)          General Manager or Vice President:
two additional years; and


(iv)          Regional or Staff
Vice President: one and one-half additional years.


 


3.7 Pro-rated
Bonus.  Each Participant shall be
entitled to a bonus for the fiscal year during which such Involuntary
Termination or Constructive Termination occurs equal to the greatest of (i) the
Participant’s Target Bonus for such fiscal year, (ii) the average of the annual
(or annualized) bonus paid to the Participant for the preceding two fiscal
years (or such shorter period as the Participant may have been eligible for
such an award) under WellPoint’s then-applicable annual management incentive
plan, or any other similar annual incentive plan maintained by a member of the
Affiliated Group or (iii) the bonus that is determined in the ordinary course
under such a plan for the Participant for the fiscal year in which such
Involuntary Termination or Constructive Termination occurs.  The bonus payable under this Section 3.7
shall be prorated based on the Participant’s actual period of employment with
WellPoint or an Affiliate during the fiscal year in which such Involuntary
Termination or Constructive Termination occurs.  Any bonus payable under this Section 3.7 will be paid in a lump
sum cash payment as soon as practicable following the Participant’s termination
of employment.


 


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3.7. Other
Severance Benefits.  Each
Participant shall receive health, vision, dental and life insurance benefits at
employee rates until the earlier to occur of:


 


(i)                                     the Participant becoming eligible for
such benefits under the health and welfare benefit plan or plans maintained by
the Participant’s successor employer; and


 


(ii)                                  depending on the title of the Participant,
the following periods:


(a) in the case of
Executive Vice Presidents, three years;


(b) in the case of
Senior Vice Presidents, two and one-half years;


(c) in the case of
General Managers and Vice Presidents, two years; and


(d) in the case of
Regional and Staff Vice Presidents, one and one-half years.


 


In lieu of
providing the benefits described in this Section 3.7, WellPoint may, in its
discretion, elect to make cash payments to Participant in amounts sufficient,
on an after-tax basis, for Participant to otherwise purchase such benefits.


 


3.8. Offset for
Other Payments Received.  The Worker
Adjustment and Retraining Notification Act (commonly known as the WARN Act)
requires that advance notice of certain layoffs be given to employees.  Other laws may impose similar notice
requirements or require that pay in-lieu of notice, severance pay or similar
benefits be paid.  WellPoint and/or its
Affiliates shall be entitled to deduct from any benefits otherwise payable to a
Participant under this Plan due to a Constructive Termination or an Involuntary
Termination any other amount that a member of the Affiliated Group is legally
required to pay to the Participant under such laws due to the same Constructive
Termination or Involuntary Termination, plus any compensation and any benefits
paid to the Participant following distribution of such a legally required
notice to the Participant due to such Constructive Termination or Involuntary
Termination.  Similarly, benefits paid
under this Plan will be applied to satisfy any legal obligations that a member
of the Affiliated Group may have under such laws or similar laws due to the
Constructive Termination or the Involuntary Termination for which Plan benefits
are paid.


 


3.9. Coordination
with Other Plans.  If a Participant
is covered under any other severance plan or arrangement (including WellPoint’s
Officer Severance Plan) of a member of the Affiliated Group under which
benefits are payable on the Participant’s Termination Date (each, a “Severance
Plan”), then the Participant will receive benefits under the Severance Plan or
Plans in lieu of benefits under this Plan unless the Participant waives his or
her benefits under the Severance Plan or Plans with regard to the Constructive
Termination or the Involuntary Termination. 
For these purposes, such a written waiver must be submitted to the CEO
within 30 days of the date, following the Change in Control, on which the
Participant is specifically notified by the CEO that the Participant must waive
all benefits payable under the Severance Plan or Plans with regard to the
Constructive Termination or the Involuntary Termination in order to receive
benefits under this Plan with regard to that Constructive Termination or
Involuntary Termination.


 


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ARTICLE
IV


EXCESS
PARACHUTE PAYMENTS


 


If any employee of
WellPoint or an Affiliate (i) is, at the effective time of a Change-in-Control
(or any other corporate transaction) or the date of termination of such
employee’s employment, an Executive Vice President or Senior Vice President and
(ii) receives compensation from WellPoint or an Affiliate or a successor
thereto (under this Plan or otherwise) that subjects the employee to an excise
tax under Section 4999 of the Code (relating to excess parachute payments),
WellPoint shall make an additional payment to such employee that, net of all
taxes thereon, fully reimburses or “grosses up” the employee for the amount of
such excise tax.  If any other employee
is a Participant in this Plan and reasonably determines that (i) compensation
payable under this Plan, either alone or when aggregated with other
compensation payable to such Participant, would subject such Participant to an
excise tax under Section 4999 of the Code and (ii) the net amount that the
Participant would realize from such payments on an after-tax basis would be
greater if the benefit payable hereunder were limited, then the benefit payable
hereunder shall be limited in the manner reasonably determined by the
Participant to maximize such Participant’s net payment received on an after-tax
basis.  Except to the extent expressly
provided in a written agreement between WellPoint and a Participant, the
foregoing provisions of this Article shall apply only to Participants who are
also Participants in the WellPoint Health Networks Inc. Officer Severance Plan
(as adopted October 27, 1998).  With
respect to all other Participants under this Plan, if the CEO reasonably
determines that any benefit under this Plan, alone or when aggregated with other
compensation payable to the Participant, would constitute an excess parachute
payment within the meaning of Section 280G of the Code, the amount payable
under this Plan will be limited only to the extent necessary to avoid creation
of an excess parachute payment.


 


 


ARTICLE V


MISCELLANEOUS


 


5.1. Withholding.  WellPoint and/or the appropriate member of
the Affiliated Group may withhold taxes and other payroll deductions from Plan
benefit payments.


 


5.2. Effect on
Other Plans.  Payments under this
Plan will not be treated as compensation for purposes of any other employee
benefit plan, unless the other employee benefit plan expressly provides
otherwise.


 


5.3. Assignment
and Source.  Plan benefits are not
assignable and will be paid when due from the general assets of WellPoint
and/or from the general assets of an Affiliate controlled by WellPoint.


 


5.4. Compliance
with Agreements.  Plan benefits are
conditioned on an eligible Participant’s compliance with any confidentiality
agreement or release that the Participant has entered into with any member of
the Affiliated Group.


 


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5.5. Claims
Procedure.  If an individual
believes that he or she is entitled to a benefit under this Plan or to a Plan
benefit that is greater than the benefit which such person has received, the
individual may submit a signed, written application to the CEO within 60 days
of the date of the individual’s Constructive Termination or Involuntary
Termination, as the case may be.  The
individual will generally be notified of the approval or denial of this
application within 90 days of the date that the CEO receives the
application.  If the individual is not
so notified the individual may, but need not, treat the claim as denied.  If the individual’s claim is denied, the
notification will state specific reasons for the denial and the individual will
have 60 days to file a signed, written request for a review of the denial with
the CEO.  This request should include
the reasons the individual is requesting a review, facts supporting the
individual’s request, and any other relevant comments.  The CEO will generally make a final, written
determination of the individual’s eligibility for Plan benefits within 60 days
of receipt of the individual’s request for review.


 


5.6. Arbitration.  If an individual is denied part or all of a
Plan benefit pursuant to Section 5.5, the individual’s sole remedy will be to
appeal the matter to an impartial arbitrator. 
Arbitration will be in accordance with the Model Employment Arbitration
Procedures of the American Arbitration Association (the “AAA”) before an
arbitrator who is familiar with employee benefit matters and who is licensed to
practice law in the state in which the arbitration is convened (the “Arbitrator”).  The Arbitrator will be selected by alternate
striking from a list of eleven arbitrators drawn by the AAA from its panel of
labor and employment arbitrators.  The
arbitration will take place in or near the city in which the individual is or
was last employed by WellPoint and/or an Affiliate controlled by WellPoint or
in such other location as may be acceptable to both the individual and
WellPoint.  The Arbitrator will have the
exclusive authority to resolve any factual or legal claim relating to the Plan or
relating to the interpretation, applicability or enforceability of this
arbitration provision, including but not limited to, any claim that all or any
part of this provision is void or voidable. 
The arbitration will be final and binding upon all parties.  The costs of the Arbitration will be split
equally between the parties to the arbitration.


 


5.7. Amendment
or Termination of Plan.  The
Committee shall have the authority to amend or terminate the Plan at any time;
provided, however, that no termination of the Plan or amendment thereto that
adversely affects the rights of the Participants shall be effective sooner than
three years after the approval of such amendment or termination by the
Committee.


 


5.8. No Right
to Continued Employment.  This Plan
does not provide a Participant with any right to continue employment with any
member of the Affiliated Group or affect the right of any individual or any
member of the Affiliated Group to terminate the services of such individual at
any time with or without cause, subject to the terms of any written employment
agreement executed by both parties thereto.


 


5.9. Governing
Law. This Plan is intended to be an unfunded welfare benefit plan for a
select group of management or highly compensated employees within the meaning
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and Department of


 


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Labor Regulation
2520.104-24.  To the extent applicable
and not preempted by ERISA, the laws of the State of California will govern
this Plan.


 


5.10. Effective
Date.  This Plan as restated herein
is effective as of December 4, 2001.


 


 


 


WELLPOINT HEALTH NETWORKS INC.


 


 


BY:  __/s/ Leonard D. Schaeffer____________
                           DATE:    December 4, 2001


        LEONARD D. SCHAEFFER


 


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