<PAGE>


                                  [LETTERHEAD
                                   OF CALIFORNIA HEALTHCARE
                                   FOUNDATION]


                                   July 8, 1998



Leonard D. Schaeffer
Chairman and Chief Executive Officer
WellPoint Health Networks Inc.
21555 Oxnard Street
Woodland Hills, California  91367

Re:  AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 4, 
     1997 (THE "REGISTRATION RIGHTS AGREEMENT") BY AND BETWEEN WELLPOINT HEALTH 
     NETWORKS INC. ("WELLPOINT") AND THE CALIFORNIA HEALTHCARE FOUNDATION (THE 
     "FOUNDATION")

Dear Leonard:

You have informed us that in connection with the Agreement and Plan of Merger 
dated as of July 8, 1998 (the "Merger Agreement") by and between WellPoint 
and Cerulean Companies, Inc., and Water Polo Acquisition Corp., you intend to 
enter into and execute a Registration Rights Agreement with Georgia Strategic 
Healthcare LLC ("GSH"), substantially in the form attached to this letter, 
with only such changes thereto as do not materially and adversely affect the 
rights and obligations of the Foundation (the "GSH Registration Rights 
Agreement").  You have advised us that GSH is the only entity which will be 
provided the rights set forth in the GSH Registration Rights Agreement in 
connection with the transactions set forth in, or contemplated by, the Merger 
Agreement (the "Transactions").  In addition, although we understand that the 
number of shares of WellPoint Common Stock to be issued to GSH pursuant to 
the Merger Agreement (and which will have the registration rights set forth 
in the GSH Registration Rights Agreement) is not currently known and will not 
be fixed prior to the consummation of the Transactions, we further understand 
the number of shares is likely to represent in the aggregate approximately 
1.8% of the total outstanding shares of Common Stock after consummation of 
the Transactions (based upon the current fair market value of the Common 
Stock and the current number of shares outstanding).

In reliance upon the foregoing, and in consideration of the agreements set 
forth below, this letter will confirm that the Foundation hereby consents to 
the execution and delivery of the GSH 

<PAGE>

Leonard D. Schaeffer
July 8, 1998
Page 2

Registration Rights Agreement by WellPoint upon the consummation of the 
Transactions, notwithstanding that the GSH Registration Rights Agreement may 
be deemed to grant rights that are senior to or take priority over those 
granted to the Foundation pursuant to the Registration Rights Agreement.

In consideration of the Foundation's consent, WellPoint and the Foundation 
have agreed to the following amendments to the Registration Rights Agreement, 
effective on and contingent upon the Closing Date under the Merger Agreement: 
(i) GSH will have the right to piggyback on a Foundation demand registration 
statement, provided (a) in the event the inclusion of shares owned by GSH 
will adversely affect the offering in the opinion of the managing underwriter 
or facilitating broker/dealer, GSH's shares will be cut back first (provided 
that GSH's rights in Section 3(b)(ii)(A) of the GSH Registration Rights 
Agreement shall be preserved), and (b) GSH's rights to piggyback shall be 
asserted, if at all, within one business day of WellPoint's notice to GSH of 
the availability of the piggyback registration statement opportunity; (ii) 
the Foundation shall have one business day after receiving notice of the 
availability of a piggyback opportunity on a registration statement initiated 
by GSH to assert its right to piggyback on such registration statement; (iii) 
WellPoint will not amend the GSH Registration Rights Agreement in any manner 
which would adversely affect the Foundation's rights thereunder or under the 
Registration Rights Agreement; (iv) the Foundation may elect, at any time 
during the remaining term of the Registration Rights Agreement, to have one 
additional demand registration effected on its behalf (in addition to the 
single annual demand registration right now provided for); and (v) the 
Foundations's piggyback registration rights in a registration in which GSH 
also exercises piggyback registration rights shall apply in the manner set 
forth in Section 3(b) of the GSH Registration Rights Agreement. The 
Foundation also understands that WellPoint agrees that the Registration 
Rights Agreement currently provides, and will after the amendment continue to 
provide, that a registration, statement initiated by GSH is not a "financing 
plan" within the meaning of Section 2(c)(i) of the Registration Rights 
Agreement which would bar the exercise of the Foundation's right to initiate 
a demand registration statement, and that the Foundation shall have no 
"holdback" obligation with respect to any GSH offering, other than with 
respect to a registered offering in which the Foundation participates.

The parties hereto agree to negotiate in good faith a more formal written 
amendment of the Registration Rights Agreement containing the terms and 
conditions set forth above, with the 

<PAGE>

Leonard D. Schaeffer
July 8, 1998
Page 2


intent of entering into such written amendment no later than the effective 
date of the Merger Agreement.  Unless and until we do so, however, this 
Agreement shall be a binding agreement between the parties and may not be 
modified or amended, except pursuant to a writing signed by both parties.


                                       Very truly yours,

                                       /s/ Mark D. Smith

                                       Mark D. Smith 
                                       President and Chief Executive Officer
                                       California HealthCare Foundation

ACKNOWLEDGED AND AGREED: 
WellPoint Health Networks Inc.

By:  /s/ Thomas C. Geiser, Esq.
   --------------------------------

Date:  July 9, 1998