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                            WELLPOINT HEALTH NETWORKS INC.
                            OFFICER CHANGE-IN-CONTROL PLAN
                      AS AMENDED AND RESTATED FEBRUARY 12, 1998

       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 shall replace any similar plan previously in effect as of the date of
adoption of the Plan listed above providing for monetary or other compensation
to any officer in the event of a change in control.

                                      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 base salary paid by a member
of the Affiliated Group during the 12 calendar months immediately preceding the
Participant's Termination Date.

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

       "Change-in-Control" shall mean one or more of the following:

       (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 securities; provided that
              this provision shall not apply to an acquisition by the California
              HealthCare Foundation that either:


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              (a)    Is on or before May 20, 1996, or

              (b)    Is both (I) after May 20, 1996 but before the first day
                     thereafter, if any, that the California HealthCare
                     Foundation's beneficial ownership is less than 35% and (II)
                     involves securities representing less than 50% (or, if
                     lower, the lowest percentage of beneficial ownership by the
                     California HealthCare Foundation on or after May 20, 1996
                     plus 10%) of the combined voting power of the Company's
                     then-outstanding securities;

       (ii)   A merger, recapitalization, consolidation or similar transaction
              to which WellPoint is a party, if (A) the beneficial owners of
              WellPoint's securities immediately before the transaction, do not,
              immediately after the transaction, have beneficial ownership of
              securities of the surviving entity or parent thereof representing
              at least 60% of the combined voting power of the then-outstanding
              securities of the surviving entity or parent, and (B) the
              directors of WellPoint immediately prior to consummation of the
              transaction do not constitute at least a majority of the board of
              directors of the surviving entity or parent upon consummation of
              the transaction;

       (iii)  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; or

       (iv)   The sale, transfer or other disposition of all or substantially
              all of the Company's assets in complete liquidation or dissolution
              of WellPoint unless (A) the beneficial owners of WellPoint's
              securities immediately before the transaction 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 entity acquiring WellPoint's
              assets, and (B) the directors of WellPoint immediately prior to
              consummation of the transaction constitute a majority of the board
              of directors of the entity acquiring WellPoint's assets after
              consummation of the transaction.

       "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.


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       "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 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)   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 (i) 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, (ii) WellPoint has not, within fifteen (15) days of receipt of such
notice, corrected the circumstance that would otherwise result in a Constructive
Termination, and (iii) 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 initiated by one or more members of 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 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)


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unless otherwise designated by the CEO, it shall not include any person holding
the title of "Regional Vice President" or any other title (whether or not such
title includes the term "Vice President") which is not considered to be an
officer position of the Affiliated Group and is not entitled to participate in
benefits generally reserved for officers 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 (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) 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
                                    ELIGIBILITY

       If on, or within 36 full calendar months after, a Change in Control that
occurs within the term of the Plan, as set forth in Section 4.5 hereof, a
Participant is subject to a Constructive Termination or an Involuntary
Termination from the Affiliated Group and within 60 days of the Participant's
Termination Date the Participant notifies the CEO that he or she has experienced
a Constructive Termination or 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.

                                    ARTICLE III
                                   PLAN BENEFITS

       3.1. BASIC BENEFIT.  (a) The Basic Benefit for each Participant will be
as provided in this Section 3.1 based upon the Participant's position as of the
Termination Date; 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 12
calendar months immediately preceding the Participant's Termination Date.

       (i)    EXECUTIVE VICE PRESIDENT:  2.75 times Base Salary, plus 2.75 times
              Target Bonus.

       (ii)   SENIOR VICE PRESIDENT: 2.00 times Base Salary, plus 2.00 times
              Target Bonus.


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       (iii)  GENERAL MANAGER: 1.75 times Base Salary, plus 1.75 Times Target
              Bonus.

       (iv)   VICE PRESIDENT: 1.5 times Base Salary, plus 1.5 times Target
              Bonus.

       (b) For purposes of calculating the Basic Benefit, the TARGET BONUS
referred to above is an amount equal to the annual target bonus (if any) in
effect for the Participant on his or her Termination Date under WellPoint's
then-applicable annual management incentive plan, or any other similar annual
incentive plan maintained by a member of the Affiliated Group.

       3.2. 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.

       3.3. OTHER 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 division Presidents, two years;
              (b)   in the case of Executive Vice Presidents, one year;
              (c)   in the case of Senior Vice Presidents, nine months; and
              (d)   in the case of General Managers and Vice Presidents, six
                    months.

       In lieu of providing the benefits described in this Section 3.3,
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.

       3.4. REDUCTION OF BENEFITS.  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 to the extent necessary to avoid creation of an excess parachute
payment.

       3.5. 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


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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.

       3.6. FORM OF PAYMENT.  The Basic Benefit will be paid to the Participant
in a lump sum as soon as reasonably practicable after the Participant's
Termination Date.

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

       3.8. 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.

       3.9. COORDINATION WITH OTHER PLANS.  If a Participant is covered under
any other severance plan or arrangement 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.

                                     ARTICLE IV
                                   MISCELLANEOUS

       4.1. 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.

       4.2. 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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       4.3. 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.

       4.4. ARBITRATION.  If an individual is denied part or all of a Plan
benefit pursuant to Section 4.3, 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.

       4.5. TERM OF PLAN.  This Plan shall have an initial term from the
Effective Date provided in Section 4.8 below until the second anniversary
thereof (the "Initial Term"), and shall automatically renew for successive
one-year terms (each, a "Renewal Term") unless the Committee shall otherwise
determine to terminate the Plan as of the end of such Initial Term or Renewal
Term.  The Committee may not amend or terminate the Plan during the Initial Term
or any Renewal Term.

       4.6. 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 member of the Affiliated Group to
terminate the services of any individual at any time with or without cause,
subject to the terms of any written employment agreement executed by both
parties thereto.


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       4.7. 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.

       4.8. EFFECTIVE DATE.  This Plan is effective for Constructive
Terminations and Involuntary Terminations occurring on or after February 12,
1998 and during the Initial or any Renewal Term of this Plan.



WELLPOINT HEALTH NETWORKS INC.


BY: /s/ LEONARD D. SCHAEFFER                         DATE:    February 12, 1998
   --------------------------------
       LEONARD D. SCHAEFFER



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