Exhibit 10.22

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 IDEFINITIONS

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:



1

---



"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:



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.

2

---

"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.

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



"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.

3

---

ARTICLE IIBENEFITS UPON A CHANGE IN CONTROL

2.1Prior 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 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.

2.2Guaranteed 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.

2.3Change 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 IIISEVERANCE BENEFITS UPON A CHANGE IN CONTROL

3.1Eligibility.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 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.

4

---

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:



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.

3.4Pension 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:



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.

5

---

3.5Financial 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:



3.6Additional 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:



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:



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

6

---

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.

ARTICLE IVEXCESS 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 VMISCELLANEOUS

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.

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

7

---

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 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 is restated herein is effective on or after December 4, 2001.

|WELLPOINT HEALTH NETWORKS INC.
|------------------------------
|BY:                           
|                              

8

---

QuickLinks