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                          WELLPOINT HEALTH NETWORKS INC.

                            EMPLOYEE STOCK OPTION PLAN

                       (AS AMENDED THROUGH FEBRUARY 24, 1999)


                                  ARTICLE ONE

                              GENERAL PROVISIONS
1.1  PURPOSE OF THE PLAN

     This WellPoint Health Networks Inc. Employee Stock Option Plan ("Plan") 
was originally adopted effective May 21, 1996 (the "Effective Date"), to 
enable WellPoint Health Networks Inc. (the "Company") to offer stock options 
to non-executive officers of the Company or any affiliate.

1.2  ELIGIBILITY

     The following individuals ("Eligible Individuals") shall be eligible to 
be granted stock options under the Plan:  Each employee of the Company or of 
an affiliate ("Affiliate") of the Company linked to the Company by a 50% or 
greater chain of ownership or in which the Company has a significant 
ownership interest, directly or indirectly (as determined by the Committee, 
as defined below) who, on the date of grant or such date before the grant as 
the Committee shall specify for administrative purposes is not an executive 
officer of the Company.  

1.3  ADMINISTRATION OF THE PLAN

     A. COMMITTEE.  The Plan will be administered by a committee or 
committees appointed by the Board of Directors of the Company (the "BOARD") 
and consisting of two or more members of the Board.  If no committee is 
appointed, the Board will serve as the committee.  The term "COMMITTEE," when 
used in this Plan, refers to the committee that has been delegated authority 
with respect to a matter, or to the Board if no committee has been delegated 
such authority.  Members of a committee will serve for such term as the Board 
may determine, and may be removed by the Board at any time.

     B. AUTHORITY.  The Committee has full authority to administer the Plan 
within the scope of its delegated responsibilities, including authority to 
interpret and construe any relevant provision of the Plan, to adopt rules and 
regulations that it deems necessary, to determine which individuals are 
Eligible Individuals, to determine which Eligible Individuals shall be 
granted options under the Plan, to determine the amount and/or number of 
shares subject to such options, and to determine the terms of such an option 
(which terms need not be identical).  Decisions of a Committee made within 
the discretion delegated to it by the Board are final and binding on all 
persons.

                                       1.
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1.4  STOCK SUBJECT TO THE PLAN

     A. NUMBER OF SHARES.  Shares of the Company's Common Stock ("COMMON 
STOCK") available for issuance under the Plan will be drawn from the 
Company's authorized but unissued shares of Common Stock or from reacquired 
shares of Common Stock, including shares purchased by the Company on the open 
market.  The number of shares of Common Stock that may be issued under the 
Plan will not exceed 2,300,000 (Two Million Three Hundred Thousand), subject 
to adjustment in accordance with Paragraph C below.

     B. SHARE COUNTING.  In determining whether the number of shares issued 
under the Plan exceeds the maximum number set forth in Paragraph 1.4.A., only 
the net number of shares actually issued under an option shall count against 
the limit.  Thus, if any outstanding option under the Plan expires, is 
terminated, is cancelled or is forfeited for any reason before the full 
number of shares governed by the option grant are issued, those remaining 
shares will not be charged against the limit in Paragraph 1.4.A. above and 
will be available for subsequent option grants under the Plan.  If shares 
held by an optionee are delivered to the Company, or are withheld from shares 
otherwise issuable under the option, in payment of all or a portion of the 
exercise price or tax withholding obligations under the option, only the net 
number of shares issued by the Company (i.e., the gross number less the 
shares delivered or withheld) shall be counted toward the limit of Paragraph 
1.4.A.

     C. ADJUSTMENTS.  If any change is made to the Common Stock issuable 
under the Plan by reason of any stock split, stock dividend, 
recapitalization, combination of shares, exchange of shares or other change 
affecting the outstanding Common Stock as a class without receipt of 
consideration, then the Committee shall make appropriate adjustments to (i) 
the maximum number and/or class of securities issuable under the Plan and 
(ii) the number and/or class of securities and price per share in effect 
under each option outstanding under the Plan.  The purpose of these 
adjustments will be to preclude the enlargement or dilution of rights and 
benefits under the options.

 
                                  ARTICLE TWO

                               TERMS OF OPTIONS

2.1  TERMS AND CONDITIONS OF OPTIONS

     A. TYPE AND TERM.  All options granted under the Plan shall be 
non-qualified options not intended to satisfy the requirements for incentive 
stock options under Section 422 of the Internal Revenue Code.  No grants 
under the Plan will be exercisable after the expiration of 10 years from the 
date of grant. 

     B. PRICE AND EXERCISABILITY.  The option price per share and the period 
or periods within the term of an option that such option may be exercised 
will be fixed by the Committee.

     C. EXERCISE AND PAYMENT.  After any option granted under the Plan 
becomes exercisable, it may be exercised by notice to the Company at any time 
before termination of the option.  The option price will be payable in full 
in cash or check made payable to the Company 

                                       2.
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or, subject to such limitations as the Committee may determine, in one or 
more of the following alternative forms:

        (1)  in shares of Common Stock valued as of the Exercise Date 
(defined below) and held by the optionee for the requisite period to avoid a 
charge to earnings; or

        (2)  through a sale and remittance procedure under which the option 
holder delivers in such form as the Committee shall authorize an exercise 
notice and irrevocable instructions to a broker to promptly deliver to the 
Company the amount of sale proceeds to pay the option price.

For purposes of Subparagraph (2) immediately above, the "EXERCISE DATE" is 
the date on which notice, in such form as the Committee shall authorize, of 
the exercise of the option is delivered to the Company.  In all other cases, 
the Exercise Date is the date on which notice and actual payment is received 
by the Company.

An option may provide that, to the extent that the exercise price of an 
option (or the Federal, State and local income and employment tax withholding 
obligations attributable thereto) is paid in shares of Common Stock (whether 
delivered to the Company by the holder or withheld from shares otherwise 
issuable upon exercise), the holder will automatically be granted a new 
option covering the number of shares so delivered or withheld; the terms of 
the new option shall be the same as the option so exercised, except that the 
per share exercise price of the new option shall be the fair market value of 
one share of Common Stock on the date of grant of the new option and the term 
of the new option shall be equal to the remaining term of the option so 
exercised.

     D. STOCKHOLDER RIGHTS.  An option holder will have no stockholder rights 
with respect to any shares covered by an option before the Exercise Date of 
the option, as defined in the immediately preceding Paragraph.

     E. SEPARATION FROM SERVICE.  The Committee will determine and set forth 
in each option whether the option will continue to be exercisable, and the 
terms of such exercise, on and after the date that an optionee ceases to be 
employed by or to provide services to the Company or an Affiliate.  The date 
of termination of an optionee's employment or services will be determined by 
the Committee, which determination will be final.

     F. Transferability.  During the lifetime of the optionee, options will 
be exercisable only by the optionee and will not be assignable or 
transferable by the optionee otherwise than by will or by the laws of descent 
and distribution following the optionee's death.  However, if and to the 
extent that the Committee so authorizes at the time an option is granted or 
amended, an option may, in connection with the optionee's estate plan, be 
assigned in whole or in part during the optionee's lifetime to one or more 
members of the optionee's family or to a trust established exclusively for 
one or more such family members.  Rights under the assigned portion may only 
be exercised by the person or persons who acquire a proprietary interest in 
the option pursuant to the assignment and shall be set forth in such 
documents issued to the assignee as the Committee may deem appropriate.


                                       3.
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2.2  CORPORATE TRANSACTIONS 

     The Committee may determine and set forth in each option, either at the 
time of grant or by amendment thereafter, the effect, if any, that any sale 
of stock or assets, merger, combination, spinoff, reorganization, or 
liquidation of the Company will have upon the term, exercisability and/or 
vesting of outstanding options, provided that any options that are continued, 
assumed or replaced with comparable awards in connection with any transaction 
will be adjusted as provided in Section 1.4.C.  The grant of options under 
this Plan will in no way affect the right of the issuer of Common Stock to 
adjust, reclassify, reorganize, or otherwise change its capital or business 
structure or to merge, consolidate, dissolve, liquidate or sell or transfer 
all or any part of its business or assets.


                               ARTICLE THREE

                               MISCELLANEOUS

3.1  AMENDMENT

     A. BOARD ACTION.  The Board may amend, suspend or discontinue the Plan 
in whole or in part at any time; provided, however, that (1) such action 
shall not adversely affect a holder's rights and obligations with respect to 
options at the time outstanding under the Plan and (2) the Board shall not, 
without the approval of the Company's stockholders, make any change with 
respect to which the Board determines that stockholder approval is required 
by applicable law or regulatory standards.

     B. MODIFICATION OF OPTIONS.  The Committee has full power and authority 
to modify or waive any or all of the terms, conditions or restrictions 
applicable to any outstanding option under the Plan, to the extent not 
inconsistent with the Plan; provided, however, that no such modification or 
waiver shall, without the consent of the holder of the option, adversely 
affect the holder's rights thereunder.

3.2  TAX WITHHOLDING

     A. OBLIGATION.  The Company's obligation to deliver shares or cash upon 
the exercise of options under the Plan is subject to the satisfaction of all 
applicable Federal, State and local income and employment tax withholding 
requirements.

     B. STOCK WITHHOLDING.  The Committee may require or permit, in its 
discretion and upon such terms and conditions as it may deem appropriate, any 
or all holders of outstanding options under the Plan to elect to have the 
Company withhold, from the shares of Common Stock otherwise issuable pursuant 
to such option, one or more of such shares with an aggregate Fair Market 
Value equal to the Federal, State and local income and employment taxes 
("Taxes") incurred in connection with the acquisition of such shares.  
Holders of options under the Plan may also be granted the right to deliver 
previously acquired shares of Common Stock held for the requisite period to 
avoid a charge to earnings in satisfaction of such Taxes.  The withheld or 
delivered shares will be valued at Fair Market Value on the applicable 
determination date for such Taxes.

                                       4.
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3.3  VALUATION

     For all purposes under this Plan, the fair market value per share of 
Common Stock on any relevant date under the Plan ("FAIR MARKET VALUE") will 
be determined as follows:

        (1)  NATIONAL EXCHANGE.  If the Common Stock is at the time listed or 
admitted to trading on any national stock exchange, then the Fair Market 
Value will be the closing selling price per share of Common Stock on the day 
before the date in question on the stock exchange determined by the Committee 
to be the primary market for the Common Stock, as such price is officially 
quoted in the composite tape of transactions on such exchange.  If there is 
no reported sale of Common Stock on such exchange on the day before the date 
in question, then the Fair Market Value will be the closing selling price on 
the exchange on the last preceding date for which such quotation exists.

        (2)  NASDAQ.  If the Common Stock is not at the time listed or 
admitted to trading on any national stock exchange but is traded in the 
over-the-counter market, the fair market value will be the mean between the 
highest bid and lowest asked prices (or, if such information is available, 
the closing selling price) per share of Common Stock on the date in question 
in the over-the-counter market, as such prices are reported by the National 
Association of Securities Dealers through its NASDAQ system or any successor 
system.  If there are no reported bid and asked prices (or closing selling 
price) for the Common Stock on the date in question, then the mean between 
the highest bid price and lowest asked price (or the closing selling price) 
on the last preceding date for which such quotations exist will be 
determinative of fair market value.

        (3)  COMMITTEE.  Notwithstanding the foregoing, if the Committee 
determines that, as a result of circumstances existing on any date, the use 
of the above rules is not a reasonable method of determining Fair Market 
Value on that date or if Common Stock is not at the time listed or admitted 
to trading as outlined above, the Committee may use such other method as, in 
its judgment, is reasonable.

3.4  EFFECTIVE DATE AND TERM OF PLAN

     A. EFFECTIVE DATE.  This Plan becomes effective on the Effective Date.  

     B. TERM.  The Committee may grant options under the Plan at any time 
after the Effective Date of the Plan and before the Plan is terminated by the 
Board.

3.5  REGULATORY APPROVALS

     The implementation of the Plan, any option grants under the Plan, and 
the issuance of stock pursuant to any option granted under the Plan is 
subject to the procurement by the Company of all approvals and permits 
required by regulatory authorities having jurisdiction over the Plan, option 
grants made under the Plan, and stock issued pursuant to the Plan.

                                       5.
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3.6  NO EMPLOYMENT/SERVICE RIGHTS

     Neither the establishment of this Plan, nor any action taken under the 
terms of this Plan, nor any provision of this Plan will be construed to grant 
any individual the right to remain in the employ or service of the Company 
(or any subsidiary or parent of the Company) for any period of specific 
duration, and the Company (or any subsidiary or parent of the Company 
retaining the services of such individual) may terminate such individual's 
employment or service at any time and for any reason, with or without cause; 
provided that nothing contained in this Plan or in any option granted under 
this Plan will affect any contractual rights of the Company or an employee 
pursuant to a written employment agreement executed by the parties thereto.















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