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                         WELLPOINT HEALTH NETWORKS INC.
                BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
  

                                 ARTICLE I
                                  PURPOSE

     This Deferred Compensation Plan is designed to provide members of the 
Board of Directors at WellPoint Health Networks Inc. who are not employees of 
the Company an opportunity to defer certain compensation received by them 
from the Company in accordance with the terms and conditions set forth 
herein. 

     In order for the Plan to accomplish its objective, it must meet certain 
requirements to insure that Eligible Directors are not taxed on their 
deferred compensation until paid.  If the Plan is found not to comply with 
the requirements for income tax deferral, the Plan will be "unwound" and all 
deferred amounts will be paid to the Participants in accordance with their 
interests under the Plan.  This will cause the recipients to lose the benefit 
of the deferral of taxable income and to recognize taxable income.


                                 ARTICLE II
                                 DEFINITIONS

     In this Plan, the following terms have the meanings indicated below:

     2.01  "ACCOUNT" means amounts credited to a Participant under Articles 
III and IV of the Plan and any earnings thereon under Article V of the Plan.  
To the extent it considers necessary or appropriate, the Committee or its 
delegate shall maintain a separate subaccount for each type of deferral under 
the Plan or shall otherwise provide a means for determining that portion of 
an Account attributable to each type.

     2.02  "BENEFICIARY" means the person or persons, natural or otherwise, 
designated in writing, to receive a Participant's vested Account if the 
Participant dies before distribution of his or her entire vested Account.  A 
Participant may designate one or more primary Beneficiaries and one or more 
secondary Beneficiaries.  A Participant's Beneficiary designation will be 
made in writing pursuant to such procedures as the Committee may establish 
and delivered to the Committee before the Participant's death.  The 
Participant may revoke or change this designation at any time before his or 
her death by following such procedures as the Committee will establish.  If 
the Committee has not received a Participant's Beneficiary designation before 
the Participant's death or if the Participant does not otherwise have an 
effective Beneficiary designation on file when he or she dies, the 
Participant's vested Account will be distributed to the Participant's estate.

     2.03  "BOARD" means the board of directors of WellPoint Health Networks 
Inc.

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     2.04  "CASH COMPENSATION" means the annual retainer, board meeting fees, 
committee meeting fees, telephone meeting fees and, if applicable, any other 
cash compensation received by a Participant from the Company during the Plan 
Year.

     2.05  "CASH COMPENSATION DEFERRAL" means a Participant's deferral of all 
or any portion of his or her Cash Compensation pursuant to Article III.

     2.06  "CESSATION OF SERVICE" means cessation of service as a 
non-employee Director of the Company, by reason other than death.

     2.07  "CODE" means the Internal Revenue Code of 1986, as amended.

     2.08  "COMMITTEE" means the WellPoint Health Networks Inc. Compensation 
Committee, as constituted from time to time.  The Committee has full 
discretionary authority to administer and interpret the Plan, to determine 
eligibility for Plan benefits, to select employees for Plan participation, 
and to correct errors.  The Committee may delegate its duties and 
responsibilities and, unless the Committee expressly provides to the 
contrary, any such delegation will carry with it the Committee's full 
discretionary authority to accomplish the delegation.  Decisions of the 
Committee and its delegate will be final and binding on all persons.

     2.09  "COMPANY" means WellPoint Health Networks Inc.

     2.10  "ELECTIVE STOCK OPTION" means a non-statutory option to purchase 
shares of the Company's common stock pursuant to the terms and conditions of 
Article III below.

     2.11  "ELIGIBLE DIRECTOR" means a non-employee Director of the Company. 

     2.12  "EQUITY COMPENSATION" means the annual stock grant payable to a 
Participant pursuant to Article 4.1 of the Company's Option Plan (or any 
successor plan).

     2.13  "EQUITY COMPENSATION DEFERRAL" means a Participant's deferral of 
all or any portion of his or her Equity Compensation pursuant to Article IV.

     2.14  "FAIR MARKET VALUE" means the closing market price per share of 
the Company's common stock as reported on the New York Stock Exchange on the 
preceding trading day.

     2.15  "OPTION PLAN" means the WellPoint Health Networks Inc. Stock 
Option/Award Plan, as amended from time to time.

     2.16  "PARTICIPANT" means a current or former Eligible Director who 
retains an Account.

     2.17  "PLAN" means this WellPoint Health Networks Inc. Board of 
Directors Deferred Compensation Plan, as amended from time to time.

     2.18  "PLAN YEAR" means the calendar year.

     2.19  "SAVINGS PROGRAM" means the Salary Deferral Savings Program of 
WellPoint Health Networks Inc., as amended from time to time.

                                      2.
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                                 ARTICLE III
                        CASH COMPENSATION DEFERRALS

     3.01  CASH COMPENSATION DEFERRALS.

           (a) ELECTIONS.  In order to be eligible for Cash Compensation 
Deferrals for a Plan Year, an Eligible Director must make an election to make 
Cash Compensation Deferrals for such Plan Year.  Such election generally must 
be made by an Eligible Director and received by the Company before the 
calendar year in which the Compensation is earned.  However, if an individual 
first becomes an Eligible Director during a Plan Year, an Eligible Director 
may elect, within thirty (30) days after he or she is first notified that he 
or she is eligible to participate in the Plan, to elect Cash Compensation 
Deferrals with respect to Cash Compensation for services performed after the 
election during such Plan Year.  Elections will remain in effect for one Plan 
Year or, if the Committee so permits, all subsequent Plan Years during which 
the individual remains an Eligible Director.  Such election may be revoked, 
but any revocation cannot be made effective before the first day of the Plan 
Year beginning after the date the revocation is filed.

           (b) LATE ELECTION.  If an Eligible Director does not make a timely 
election for a Plan Year, no Cash Compensation Deferrals will be made under 
the Plan on behalf of that Eligible Director with regard to that election for 
that Plan Year.

           (c) AMOUNT.  An Eligible Director may elect to defer receipt of 
any whole percentage or  whole dollar amount of his or her Cash Compensation. 
 

           (d) CREDITING.  Cash Compensation Deferrals will be credited to 
Eligible Directors' Accounts as of the last day of the calendar quarter in 
which such Cash Compensation would otherwise have been paid. 

     3.02  ELECTIVE STOCK OPTION GRANTS.  An Eligible Director may, in lieu 
of an election to make Cash Compensation Deferrals, elect, in accordance with 
the same election procedures set forth in Section 3.01 above, to forgo all or 
any portion of his or her Cash Compensation in return for the grant of a 
non-statutory stock option under the Option Plan.  Such grant shall be made 
on the last business day of the calendar quarter in which the Cash 
Compensation would otherwise have been paid.  The number of shares of common 
stock subject to the option shall be determined pursuant to the following 
formula (rounded down to the nearest whole number of shares):

                  X = A / (B X 25%), where

                  X is the number of option shares,

                  A is the dollar amount of Cash Compensation 
                  subject to the Participant's election, and

                  B is the Fair Market Value per share of common 
                  stock on the option grant date.

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     The terms of each Elective Stock Option shall be the same as the terms 
in effect at the time of such grant for Automatic Stock Options granted to 
Eligible Directors under the Option Plan.


                                  ARTICLE IV
                        EQUITY COMPENSATION DEFERRALS

     4.01  EQUITY COMPENSATION DEFERRALS.

           (a) ELECTIONS.  In order to be eligible to elect Equity 
Compensation Deferrals for a Plan Year, an Eligible Director must make an 
election to make Equity Compensation Deferrals for such Plan Year.  Such 
election generally must be made by an Eligible Director and received by the 
Company before the calendar year in which the Equity Compensation would 
otherwise be granted.  However, if an individual first becomes an Eligible 
Director during a Plan Year, an Eligible Director may elect, within thirty 
(30) days after he or she is first notified that he or she is eligible to 
participate in the Plan, to elect Equity Compensation Deferrals for the 
balance of the Plan Year.  Elections will remain in effect for one Plan Year 
or, if the Committee so permits, all subsequent Plan Years during which the 
individual remains an Eligible Director.  Such election may be revoked, but 
any revocation cannot be made effective before the first day of the Plan Year 
beginning after the date the revocation is filed.

           (b) LATE ELECTION.  If an Eligible Director does not make a timely 
election for a Plan Year, no Equity Compensation Deferrals will be made under 
the Plan on behalf of that Eligible Director with regard to that election for 
that Plan Year.

           (c) AMOUNT.  An Eligible Director may elect to defer receipt of 
any whole percentage or whole share amount of his or her Equity Compensation 
for the Plan Year.

           (d) CREDITING.  Equity Compensation Deferrals will be credited to 
Eligible Directors' Accounts, as of the date that the Equity Compensation 
would otherwise have been paid, in the form of a future right to receive the 
same number of shares that would have been paid absent such Eligible 
Director's election to defer such Equity Compensation.  A Participant may not 
elect to have the Equity Compensation that he or she defers under this Plan 
credited with earnings in accordance with Article V.


                                   ARTICLE V
                  EARNINGS ON CASH COMPENSATION DEFERRALS

     A Participant may elect to have Cash Compensation Deferrals credited to 
his or her Account under the Plan credited with earnings, at periodic 
intervals determined by the Committee, at a rate equal to the actual rate of 
return for such period of an investment fund or funds or index or indices 
selected by that Participant from a range of investment vehicles authorized 
by the Committee.  The rate of return on investment vehicles shall be tracked 
solely for the purpose of computing the amount of benefits payable to 
Participants under the Plan.  The Company shall not be obligated to make any 
actual investment.  It is intended that, unless otherwise determined by the 
Committee, the applicable investment funds shall be the same as 

                                      4.
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those offered under the Savings Program, but in any event shall include a 
WellPoint Health Networks Inc. Common Stock Fund, pursuant to which earnings 
and losses shall be determined based on changes in the Fair Market Value of 
the Company's common stock.


                                  ARTICLE VI
                                    VESTING

     Each Participant shall at all times have a fully-vested and 
non-forfeitable right to all amounts properly credited to his or her Account. 

                                  ARTICLE VII
                                 DISTRIBUTIONS

     7.01  DISTRIBUTION OF BENEFITS.  Eligible Directors must elect the 
manner in which their vested Accounts will be paid out by following the 
procedures described below and by satisfying such additional requirements as 
the Committee may determine.

           (a) ELECTIONS.  When an Eligible Director first confirms his or 
her initial participation in the Plan the Eligible Director must elect, in 
writing, which of the distribution options described below will govern 
payment of the Eligible Director's vested Account.

           (b) TIMING.  A Participant may elect to have the vested portion of 
his or her Account distributed, based on the Participant's election under (a) 
above, within the 30 to 60 day period following one of the following 
distribution events: (i) the date of the Participant's Cessation of Service, 
(ii) the date of the Participant's death, (iii) the date, if any, specified 
by the Participant in his or her election or (iv) the earliest of any (i), 
(ii) or (iii) above elected by the Participant.  Please note that under 
option (iii), above, the date specified must be at least twelve (12) months 
from the date of initial election to defer and in no event later than the 
fifth (5th) anniversary of Participant's Cessation of Service.

           (c) FORM.  The vested portion of a Participant's Account will be 
distributed, based on the Participant's election under (a) above, in one of 
the following forms: (i) a lump sum, (ii) a series of annual installments, 
not in excess of five (5) or (iii) a distribution schedule specified by the 
Participant and approved by the Committee.  The amount of each installment 
will be the amount, if any, specified by the Participant or the remaining 
balance of the Participant's vested Account divided by the number of 
installments remaining (including the installment to be made).  Amounts 
credited to a Participant's Account under the WellPoint Health Networks Inc. 
Common Stock Fund reflecting Cash Compensation Deferrals (or earnings 
thereon) shall be distributed in cash, based on the Fair Market Value per 
share of the Company's common stock on the date before the scheduled date of 
payment.  Equity Compensation credited under the plan will be paid in shares 
of the Company's common stock.

           (d) SUBSEQUENT ELECTIONS.  A Participant may change a distribution 
election with respect to his or her vested Account by submitting the change 
to the Committee, in writing, at least twelve (12) months before the 
Participant was originally to receive such a distribution.  The subsequent 
election will be valid only if the distribution does in fact occur more than 

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twelve (12) months after the date of such subsequent election.  However, in 
the event a Participant makes a subsequent election to receive a distribution 
upon Cessation of Service, and such Participant ceases to provide services 
within twelve (12) months of such subsequent election, the distribution will 
be made in accordance with the subsequent election, provided the date of 
Cessation of Service was not fixed.

           (e) DEFAULT.  If, upon a Participant's Cessation of Service, the 
Committee does not have a proper distribution election on file for that 
Participant, the vested portion of that Participant's Account will be 
distributed to the Participant in one lump sum within the 30 to 60 day period 
after the Participant's Cessation of Service.

     7.02  DEATH.  If a Participant dies with a vested amount in his or her 
Account, whether or not the Participant was receiving payouts from that 
Account at the time of his or her death, the Participant's Beneficiary will 
receive the vested amount in the Participant's Account, in accordance with 
the time and form of distribution set forth in (b) and (c) above.

     7.03  ACCELERATED DISTRIBUTIONS.  Pursuant to the following 
restrictions, a Participan t may accelerate the timing and form of 
distribution:

           (a) HARDSHIP WITHDRAWAL.  If a Participant has an immediate and 
heavy financial need (as defined by the Savings Program) and has no other 
resources reasonably available to meet this need (as defined by the Savings 
Program), the Participant may request a hardship withdrawal.  The total 
hardship withdrawal must be approved by the Committee, and shall be limited 
to the amount necessary to meet the financial need, and in no event may such 
amount exceed the vested portion of the Participant's Account.

           (b) FORFEITURE.  Absent a demonstration of immediate and heavy 
financial need described above in paragraph (a), a Participant may elect to 
receive eighty-five percent (85%) of his or her entire vested Account in an 
early distribution at any time upon thirty (30) days written request, in 
which case the remaining fifteen percent (15%) of the Participant's entire 
vested Account shall be permanently forfeited.  A Participant electing to 
receive a forfeiture distribution may not again participate in the Plan until 
the Plan Year that is at least twelve (12) months following the Plan Year in 
which such distribution occurred.


                                 ARTICLE VIII
                                MISCELLANEOUS

     8.01  LIMITATION OF RIGHTS.  Participation in this Plan does not give 
any individual the right to be retained in the service of the Company or of 
any related entity or to continue to serve a member of the Board.

     8.02  CLAIMS PROCEDURE.  If a Participant or Beneficiary ("Claimant") 
believes that he or she is entitled to a greater benefit under the Plan, the 
Claimant may submit a signed, written application to the Committee within 90 
days of having been denied such a greater benefit.  The Claimant will 
generally be notified of the approval or denial of this application within 90 
days of having been denied such a greater benefit.  The Claimant will 
generally be notified of the approval or denial of this application within 90 
days of the date that the Committee receives the 

                                      6.
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application.  If the claim is denied, the notification will state specific 
reasons for the denial and the Claimant will have 60 days to file a signed, 
written request for a review of the denial with the Committee.  This request 
will include the reasons for requesting a review, facts supporting the 
request and any other relevant comments.  The Committee,  operating pursuant 
to its discretionary authority to administer and interpret the Plan and to 
determine eligibility for benefits under the terms of the Plan, will 
generally make a final, written determination of the Claimant's eligibility 
for benefits within 60 days of receipt of the request for review.

     8.03  INDEMNIFICATION.  The Company will indemnify and hold harmless the 
Directors, the members of the Committee, and employees of the Company who may 
be deemed fiduciaries of the Plan,  from and against any and all liabilities, 
claims, costs and expenses, including attorneys' fees, arising out of an 
alleged breach in the performance of  their fiduciary duties under the Plan, 
other than such liabilities, claims, costs and expenses as may result from 
the gross negligence or willful misconduct of such persons.  The Company 
shall have the right, but not the obligation, to conduct the defense of such 
persons in any proceeding to which this Section applies.

     8.04  ASSIGNMENT.  To the fullest extent permitted by law, benefits 
under the Plan and rights thereto are not subject in any manner to 
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, 
attachment, or garnishment by creditors of a Participant or a Beneficiary. 

     8.05  INABILITY TO LOCATE RECIPIENT.  If a benefit under the Plan 
remains unpaid for two years from the date it becomes payable, solely by 
reason of the inability of the Committee to locate the Participant or 
Beneficiary entitled to the payment, the benefit shall be treated as 
forfeited.  Any amount forfeited in this manner shall be restored without 
interest upon presentation of an authenticated written claim by the person 
entitled to the benefit.

     8.06  AMENDMENT AND TERMINATION.  The Committee may, at any time, amend 
or terminate the Plan.  Any amendment must be made in writing; no oral 
amendment will be effective.  No amendment may, without the consent of an 
affected Participant (or, if the Participant is deceased, the Participant's 
Beneficiary), adversely affect the Participant's or the Beneficiary's rights 
and obligations under the Plan with respect to amounts already credited to a 
Participant's Account.  Notwithstanding the foregoing, if the Plan is 
terminated, the Company may determine that all Accounts will be paid out as 
soon as practicable thereafter in single sum payments.

     8.07  APPLICABLE LAW.  To the extent not governed by Federal law, the 
Plan is governed by the laws of the State of California.  If any provision of 
the Plan is held to be invalid or unenforceable, the remaining provisions of 
the Plan will continue to be fully effective.

     8.08  NO FUNDING.  The Plan constitutes a mere promise by the Company to 
make payments in the future in accordance with the terms of the Plan.  
Participants and Beneficiaries have the status of general unsecured creditors 
of the Company.  Except to the extent provided below in Section 8.09, Plan 
benefits will be paid from the general assets of the Company and nothing in 
the Plan will be construed to give any Participant or any other person rights 
to any specific assets of the Company.  In all events, it is the intention of 
the Company and all Participants that the Plan be treated as unfunded for tax 
purposes.

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     8.09  TRUST.  Except to the extent the Committee determines otherwise 
before a benefit is credited under the Plan, Plan benefits will be paid from 
the assets of a grantor trust (the "Trust") established by the Company to 
assist it in meeting its obligations and, to the extent that such assets are 
not sufficient, by the Company.  The Trust shall conform to the terms of the 
Internal Revenue Service Model Trust as described in Internal Revenue Service 
Procedure 92-64.













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