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                           WELLPOINT HEALTH NETWORKS INC.
                              OFFICER SEVERANCE PLAN 
                           (AS ADOPTED OCTOBER 27, 1998)
                                          
                                          
     This WellPoint Health Networks Inc. Officer Severance Plan (the "Plan") is
designed to provide each officer of WellPoint Health Networks Inc. ("WellPoint"
or the "Company") and/or its affiliates with certain benefits in the event that
such officer is involuntarily terminated from employment from WellPoint or one
of its affiliates.  Except to the extent provided herein, the Plan replaces any
similar plan previously in effect as of the date of adoption providing for
monetary or other compensation to any officer in the event that such officer is
involuntarily terminated from employment with WellPoint or one of its
affiliates.

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

     "CEO" means the Chief Executive Officer of WellPoint or such person's
delegate.

     "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 a change in the Participant's principal
place of employment such that the Participant's one-way commute will be
increased by more than 35 miles.  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 

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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.

     "Involuntary Termination" means actual termination of a Participant's
employment with a member of the Affiliated Group 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.  Involuntary
Termination shall also mean the resignation by a Participant in lieu of
discharge from employment by mutual agreement between such Participant and the
member of the Affiliated Group.

     "Participant" means any person holding the title of Vice President or
higher with WellPoint or any member of the Affiliated Group; 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 Termination Date unless such
person's employment agreement provides otherwise; and (ii) 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
"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.
     
     "Service" means the number of years from a Participant's latest or adjusted
hire date, whichever is longer.  An adjusted hire date shall apply to any
Participant who is reinstated with the Affiliated Group and who has had a break
in service with the Affiliated Group of a duration of less than one year. 
Participants who have a break in service of one year or greater shall not accrue
any service credit for the period prior to such break in service.

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

     "Termination for Cause" means (i) a commission by a Participant of any act
of fraud, embezzlement or dishonesty against any member of the Affiliated Group;
(ii) the conviction of a Participant for any criminal offense involving fraud or
dishonesty or any similar conduct that is injurious to the reputation of
WellPoint or any member of the Affiliated Group; or (iii) willful engagement by
a Participant in gross misconduct injurious to WellPoint or any member of the
Affiliated Group.

                                      ARTICLE II
                                     ELIGIBILITY

     A Participant who is subject to a Constructive Termination or an
Involuntary Termination from the Affiliated Group will be eligible for the Plan
Benefits provided in Article III hereof (subject to the terms and conditions of
this Plan).

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                                    ARTICLE III
                                   PLAN BENEFITS
                                          
     3.1. BASIC BENEFIT.  (a) The Basic Benefit for each Participant will be as
provided in the Schedule attached hereto applicable to such Participant 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.

     (b) For purposes of calculating the Basic Benefit, the term "Target Bonus"
referred to in the applicable Schedule is an amount equal to (i) the target
bonus percentage (if any) for the Participant for the fiscal year immediately
preceding his or her Termination Date under WellPoint's then-applicable annual
management incentive plan, or any other cash incentive plan maintained by a
member of the Affiliated Group, multiplied by (ii) the Participant's Base Salary
at the time of termination.

     3.2. OTHER BENEFITS.  Each Participant shall receive health, vision, dental
and life insurance benefits comparable (including the Participant responsibility
for the employee contribution required at such time) to those generally provided
to employees of WellPoint or its Affiliates 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 any successor employer
          of the Participant; and 

     (ii) depending on the title of the Participant, the period set forth in the
          applicable Schedule attached hereto.

     In lieu of providing the benefits described in this Section 3.2, WellPoint
may, in its discretion, elect to make cash payments to Participant in amounts
sufficient, on an after-tax basis and after taking into account the employee
contribution required at such time, for Participant to otherwise purchase such
benefits.

     3.3.  EXCESS PARACHUTE PAYMENTS.  If any Participant determines that (i)
any benefit 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 (relating to excess parachute
payments) 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 such Participant to maximize such Participant's net
payments received on an after tax basis, UNLESS under a separate written
agreement, plan or program, such Participant is entitled to an additional
payment that, net of all taxes thereon, fully reimburses or "grosses up" the
Participant for the amount of such excise tax.  

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     3.4.  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 any other amount that a member of the Affiliated 
Group is legally required to pay to the Participant under such laws plus any 
compensation and any benefits paid to the Participant following distribution 
of such a legally required notice to the Participant.  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 for 
which Plan benefits are paid.

     3.5. FORM OF PAYMENT.  The Basic Benefit will be paid to the Participant 
in a lump sum as soon as reasonably practicable after the later to occur of 
the Participant's Termination Date and WellPoint's receipt of an executed 
general release from the Participant provided pursuant to Section 3.10 
hereof. 

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

     3.7. 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.   

     3.8. COORDINATION WITH OTHER PLANS.  Any person otherwise eligible as a 
Participant under this Plan shall not be considered a Participant if such 
person is then covered under any other severance plan or arrangement 
maintained by a member of the Affiliated Group, under which benefits are 
payable as a result of Participant's Constructive Termination or Involuntary 
Termination (a "Severance Plan"), other than WellPoint's Officer 
Change-in-Control Plan.  Such person shall only be considered a Participant 
hereunder upon receipt by the Company of a duly executed termination 
agreement, in a form acceptable to the Company, with respect to such person 
under such Severance Plan or Plans.  In any event, any benefits otherwise 
payable to a Participant hereunder upon a Constructive Termination or 
Involuntary Termination shall be reduced on a dollar-for-dollar basis for any 
benefits received by the Participant from any other Severance Plan or Plans 
(whether maintained by the Company, any member of the Affiliated Group or any 
former or successor employers of the Participant), including WellPoint's 
Officer Change-in-Control Plan.
     
     3.9.  EFFECT OF DIVESTITURES OR OTHER SIGNIFICANT CORPORATE 
TRANSACTIONS. A Participant shall not be deemed to have suffered a 
Constructive Termination or Involuntary Termination solely by virtue of the 
Company or any member of the Affiliated Group consummating a divestiture, 
sale or other similar transaction (whether by asset sale, stock sale or 
otherwise) (a "Divestiture") with respect to a member of the Affiliated Group 
or business unit or division (a "Transferred Unit") so long as the 
Participant shall continue in his or her employment with the Transferred Unit 
or shall 

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be offered a position having a substantially similar title, 
responsibilities, compensation and benefits with the entity acquiring such 
Transferred Unit.  Notwithstanding the foregoing, in the event that a 
Participant shall suffer an Involuntary Termination or Constructive 
Termination from the Transferred Unit within the time period after completion 
of the Divestiture specified in the applicable Schedule, such Participant 
shall be entitled to receive the benefits specified in Sections 3.1 and 3.3 
hereof (subject to the terms and conditions of this Plan, including Sections 
3.8 and 3.10 hereof).
     
     3.10. EXECUTION OF GENERAL RELEASE.  It shall be a condition to receipt 
of any benefit under this Plan that Participant shall have executed a general 
release of all claims that the Participant may have against WellPoint and all 
members of the Affiliated Group and their respective employees and agents.  
Such general release shall be in the form customarily used by WellPoint.
                                          
                                          
                                     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 that the 
Participant has entered into with any member of the Affiliated Group.

     4.3. CLAIMS PROCEDURE.  If a Participant 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 Participant may submit a 
signed, written application to the CEO within 60 days of the Participant's 
Termination Date.  The Participant 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 Participant is not so notified the 
Participant may, but need not, treat the claim as denied.  If the 
Participant's claim is denied, the notification will state specific reasons 
for the denial and the Participant will have 60 days from the date of such 
notification to file a signed, written request for a review of the denial 
with the CEO.  This request shall include the reasons the Participant is 
requesting a review, facts supporting the Participant's request and any other 
relevant comments.  The CEO will generally make a final, written 
determination of the Participant's eligibility for Plan benefits within 60 
days of receipt of the Participant's request for review.  
     
     4.4. ARBITRATION.  If a Participant is denied part or all of a Plan 
benefit pursuant to Section 4.3, the Participant'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 

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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 Participant is or was last employed by WellPoint or an Affiliate 
controlled by WellPoint or in such other location as may be acceptable to 
both the Participant and WellPoint.  The arbitrator will not be allowed to 
consider or include any claims of other Participants.  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. 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 Participants shall be effective sooner than the January 1 that next 
occurs after the first anniversary of the approval of such amendment or 
termination by the Committee.

     4.6. NO RIGHT TO CONTINUED EMPLOYMENT.  This Plan does not provide a 
Participant with any right to continued 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 Participant at any time with or without cause 
or notice, subject to the terms of any written employment agreement executed 
by both parties thereto.

     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 October 27, 
1998.

WELLPOINT HEALTH NETWORKS INC.



BY: /s/ Leonard D. Schaeffer          DATE:    October 27, 1998
   ------------------------------
        LEONARD D. SCHAEFFER


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                                 SCHEDULE OF BENEFITS
                       APPLICABLE TO EXECUTIVE VICE PRESIDENTS


BASIC BENEFIT.  (Section 3.1)

     12 months Base Salary and 100% of Target Bonus (or, if greater, the time 
period and percentages set forth in any officer severance agreement in effect 
on October 27, 1998).  Participants with over five years of Service will 
receive one additional week of salary continuation for each completed year of 
Service in excess of five years, up to a maximum of 13 additional weeks of 
salary continuation.

OTHER BENEFITS.  (Section 3.2)

     12 Months (or, if greater, the time period set forth in any officer 
severance agreement in effect on October 27, 1998)

EFFECTIVE OF DIVESTITURES OR OTHER SIGNIFICANT CORPORATE TRANSACTIONS.  
(Section 3.9)

     The period referred to in the final sentence of Section 3.9 shall be 12 
months (or, if greater, the period referred to under "Other Benefits.  
(Section 3.2)" directly above).









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                                 SCHEDULE OF BENEFITS
                         APPLICABLE TO SENIOR VICE PRESIDENTS


BASIC BENEFIT.  (Section 3.1)

     9 months Base Salary and 75% of Target Bonus. Participants with over 
five years of Service will receive one additional week of salary continuation 
for each completed year of Service in excess of five years, up to a maximum 
of 13 additional weeks of salary continuation.

OTHER BENEFITS.  (Section 3.2)

     9 Months

EFFECTIVE OF DIVESTITURES OR OTHER SIGNIFICANT CORPORATE TRANSACTIONS.  
(Section 3.9)

     The period referred to in the final sentence of Section 3.9 shall be 
9 months.










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                                 SCHEDULE OF BENEFITS
                   APPLICABLE TO GENERAL MANAGERS / VICE PRESIDENTS


BASIC BENEFIT.  (Section 3.1)

     6 months Base Salary and 50% of Target Bonus.  Participants with over 
five years of Service will receive one additional week of salary continuation 
for each completed year of Service in excess of five years, up to a maximum 
of 13 additional weeks of salary continuation.

OTHER BENEFITS.  (Section 3.2)

     6 Months

EFFECTIVE OF DIVESTITURES OR OTHER SIGNIFICANT CORPORATE TRANSACTIONS.  
(Section 3.9)

     The period referred to in the final sentence of Section 3.9 shall be 6 
months.











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