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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.

     "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

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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.

     "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).

                                    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 the target bonus
(if any) for the Participant for the fiscal year immediately preceding his or
her Termination Date


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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. OTHER BENEFITS.  Each Participant shall receive health, vision, dental
and life insurance benefits comparable 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, 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.

     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.


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     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 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.


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                                      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 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.



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     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)

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

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

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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