<PAGE>   1
                         WELLPOINT HEALTH NETWORKS INC.

                        1996 EMPLOYEE STOCK PURCHASE PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)


1.          Purpose

            The WellPoint Health Networks Inc. Employee Stock Purchase Plan (the
"Plan") is intended to provide an opportunity to participate in the ownership of
Wellpoint Health Networks, Inc. (the "Company") for eligible employees of the
Company and such other companies ("Participating Companies") as the Board of
Directors of the Company (the "Board") or the Committee (as defined below) shall
from time to time designate; provided that each such company shall qualify as a
"parent corporation" or "subsidiary corporation" (a "Corporate Affiliate"), as
defined in Section 425(e) and (f) of the Internal Revenue Code of 1986 (the
"Code"), on the first day of the relevant Offering Period. It is further
intended that the Plan shall qualify as an "employee stock purchase plan" as
defined in Section 423 of the Code. The terms of this amendment and restatement
of the Plan shall be effective for Offering Periods beginning on and after
January 1, 1998.

2.          Administration

            (a)  Administrative Body. The Plan shall be administered by a
committee or committees (the "Committee") appointed by the Board. The Committee
shall have full authority to interpret and construe any provision of the Plan
and to adopt such rules and regulations for administering the Plan as it may
deem necessary. Decisions of the Committee shall be final and binding on all
parties who have an interest in the Plan.

            (b)  Rule 16b-3 Limitations. Notwithstanding the provisions of
Subsection 2(a), in the event that Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or any successor provision ("Rule 16b-3")
provides specific requirements for the administrators of plans of this type, the
Plan shall be only administered by such a body and in such a manner as shall
comply with the applicable requirements of Rule 16b-3. Unless permitted by Rule
16b-3, no discretion concerning decisions regarding the Plan shall be afforded
to any committee or person that is not "disinterested" as that term is used in
Rule 16b-3.

3.          Effective Date and Term of Plan

            (a)  Effective Date.  Subject to 3(b), the Plan shall become 
effective on May 21, 1996.

            (b)  Escrow Shares. Pending such further approval of the Plan by the
Company's stockholders as the Committee shall deem advisable, all shares issued
under the Plan shall be nontransferable and shall be held in escrow by the
Company. If the Company's stockholders approve the Plan within one year of the
date of adoption of the Plan by the Board, the escrowed shares will thereafter
be subject to the conditions described in Section 7(g) of the Plan. If the
stockholders do



                                        1

<PAGE>   2
not approve the Plan within such one year period, such shares shall be cancelled
and the Company shall refund to participants the amount of payroll deductions
collected with interest thereon at the rate equal to the rate for one-year
Treasury bills immediately before the first day of the first Offering Period.

            (c) Termination of Plan. The Plan shall continue in effect until the
date on which all shares available for issuance under the Plan shall have been
issued unless earlier terminated pursuant to Section 9 or 10.

4.          Stock Subject to the Plan

            (a) Number of Shares. The stock subject to the Plan shall be shares
of the common stock of the Company which are authorized but unissued or which
have been reacquired (the "Common Stock"). In connection with the sale of shares
under the Plan, the Company may repurchase shares of Common Stock in the open
market. The aggregate amount of Common Stock which may be issued pursuant to the
Plan shall not exceed 400,000 shares (subject to further adjustment thereafter
as provided in 4(b)).

            (b) Adjustment. If any change is made in the Common Stock subject to
the Plan, or subject to any purchase right granted under the Plan (through
merger, consolidation, reorganization, recapitalization, stock dividend,
split-up, combination of shares, exchange of shares, change in corporate
structure, or otherwise), the Committee shall make appropriate adjustments as to
(i) the class and maximum number of shares subject to the Plan, (ii) the class
and maximum number of shares purchasable by each participant per Offering
Period, and (iii) the class and number of shares and price per share of stock
subject to outstanding purchase rights in order to prevent the dilution or
enlargement of benefits thereunder.

            (c) Corporate Affiliate Stock. Subject to such limits, regulatory
approvals and stockholder approvals as the Committee determines to be necessary,
Common Stock issuable under the Plan may include the stock of a Corporate
Affiliate.

5.          Offering Periods

            (a) Terms of Offering Period. Common Stock shall be offered for
purchase under the Plan through a series of successive Offering Periods until
such time as (i) the maximum number of shares of Common Stock available for
issuance under the Plan shall have been issued pursuant to purchase rights
granted under the Plan or (ii) the Plan shall have been sooner terminated in
accordance with Article 9 or 10. The Committee shall determine, in its
discretion, the length of each Offering Period and may provide for more than one
"Purchase Period" within each Offering Period, in which case the purchase right
for such Offering Period shall be exercised in successive installments on the
last business day of each Purchase Period within the Offering Period, but no
more frequently than quarterly. No Offering Period shall have a term exceeding
27 months.

            (b) Initial Offering Periods. The initial Offering Period under the
Plan will begin on such date as the Board or Committee shall specify and end on
December 31, 1996. Unless the Committee



                                        2

<PAGE>   3
otherwise determines, subsequent Offering Periods will begin on the first
business day, and end on the last business day, of each calendar year that
begins thereafter.

            (c) Purchase Rights. Each participant shall be granted a separate
purchase right for each Offering Period in which the individual participates.
The purchase right shall be granted on the first day of such Offering Period and
shall be automatically exercised on the last day of the Offering Period or in
installments on the last day of each separate Purchase Period authorized within
such Offering Period.

6.          Eligibility and Participation

            (a) General Rules. Each employee of the Company or any of the
Participating Companies shall be an eligible employee, provided that an employee
whose terms of employment are subject to the terms of a collective bargaining
agreement shall not be an eligible employee if and for such period of time as
the union representing a collective bargaining unit of which any employee is a
member chooses, on behalf of the members of such unit, not to participate in the
Plan. An employee may participate in an Offering Period if the employee (i) has
become an eligible employee before the first day of the Offering Period, (ii)
has completed any minimum service requirement that may be specified by the
Committee for such Offering Period (or in the case of an employee whose terms of
employment are subject to the terms of a collective bargaining agreement, any
probationary period specified therein for participation in the Plan), not to
exceed two years, and (iii) remains an eligible employee on the first day of the
Offering Period. Eligible employees may become participants with respect to an
Offering Period by executing such instruments as the Committee may specify and
delivering them to such persons and at such time prior to the first day of that
Offering Period as the Committee may specify.

            (b) Five Percent Owner. Under no circumstances shall purchase rights
be granted under the Plan to any employee if such individual would, immediately
after the grant, own (within the meaning of Code Section 424(d)), or hold
outstanding options or other rights to purchase, stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the Company or any Corporate Affiliate.

7.          Purchase Rights

            Purchase rights shall be evidenced by instruments in such form as
the Committee may from time to time approve, and shall conform to the following
terms and conditions:

            (a) Purchase Price. The Purchase Price per share of each share
purchased on any date within an Offering Period shall be the lower of (i) a
percentage specified by the Committee (but not less than eighty-five percent
(85%)) of the fair market value per share of the Company's Common Stock on the
first day of the Offering Period, or (ii) a percentage specified by the
Committee (but not less than eighty-five percent (85%)) of the fair market value
per share of the Company's Common Stock on the purchase date.



                                       3
<PAGE>   4
            (b) Fair Market Value. For purposes of the Plan, the fair market
value per share of the Company's Common Stock on any day shall be the closing
price on that date as recorded by the Wall Street Journal in the New York Stock
Exchange Composite Transactions, or on the next regular business date on which
shares of the Common Stock are traded in the event that no shares of the Common
Stock have been traded on the relevant day. If such exchange shall cease to be
the primary exchange or market for the Company's Common Stock, fair market value
shall be determined based on the closing price (or, if not available, the mean
between the high and low selling or bid and asked prices) as reported for the
exchange or market that the Committee determines to be the primary market for
such Common Stock.

            (c) Payroll Deductions. Payment for Common Stock under the Plan
shall be effected by means of the participant's authorized payroll deductions or
such other means as the Committee may authorize. Such deductions shall begin
with the first pay day following the commencement of the Offering Period and
shall (unless sooner terminated by the participant) remain in effect for
successive Offering Periods. The Committee may permit participants to elect
payroll deductions pursuant to one or either of the following methods:

                          (i) Flat Dollar Amount. A participant may elect a flat
             dollar amount per biweekly payroll check, to be contributed to the
             Plan. The minimum contribution is $20 per payroll check. The
             maximum contribution is $21,250 per year. A participant may also
             make a separate election to contribute to the Plan a specified
             dollar amount from annual scheduled bonus payments made in the
             month of March.

                         (ii) Percentage of Compensation. A participant may
             elect a percentage of the participant's compensation paid during
             the Offering Period, in one percent (1%) increments (not to exceed
             fifteen percent (15%)), to be contributed to the Plan. Compensation
             for this purpose means the participant's total compensation, which
             includes regular base earnings paid by a Participating Company,
             sales commissions, overtime, bonuses and incentive payments, and
             elective contributions that are not includible in income under
             Sections 125, 402(a)(8), 401(h) or 403(b) of the Code.

            (d) Number of Shares. On the first day of any Offering Period, a
participant shall be granted a purchase right to purchase up to a fixed number
of shares of Common Stock determined as of such date by dividing the total
amount anticipated to be collected pursuant to Section 7(c), together with any
amount carried over from the preceding Offering Period, by one hundred percent
(100%) of the fair market value of the Company's Common Stock on the first day
of the Offering Period and multiplying the result by a constant number, not to
exceed one and one-half (1-1/2), specified by the Committee for such Offering
Period. Any payroll deductions not applied to such purchase because they are not
sufficient to purchase a whole share shall be held for the purchase of Common
Stock on the next purchase date.

            (e) Termination of or Changes to Payroll Deductions. Unless a
participant has irrevocably elected otherwise, the participant may terminate
payroll deductions at any time by filing the appropriate form with the
Committee. Such termination will become effective on the first day of the first
full payroll period following the filing of such form. Any payroll deductions
previously 



                                       4

<PAGE>   5
collected from the participant and not previously applied to the purchase of
Common Stock during that Offering Period shall, at the participant's election,
immediately be refunded or held for the purchase of shares on the next purchase
date immediately following such termination. If no such election is made, then
such funds shall be refunded as soon as possible after the purchase date. Prior
to the commencement of any new Offering Period, a participant may resume,
increase or decrease payroll deductions by filing the appropriate form with the
Committee. The new payroll deduction shall become effective on the first day of
the first Offering Period following the filing of such form. Distribution of
Common Stock held in a participant's account shall be distributed pursuant to
Section 7(g).

            (f) Termination of Employment. If a participant ceases to be
employed by the Company or a Participating Company for any reason, including
death or disability, prior to the end of an Offering Period, the participant's
purchase right shall terminate, and any payroll deductions previously collected
from the participant and not previously applied to the purchase of Common Stock
during that Offering Period shall immediately be paid to the participant or the
participant's personal representative. The Committee may provide, on a uniform
basis with respect to any Offering Period, that an employee who is on a leave of
absence will be deemed to have terminated employment after a specified period.

            (g) Transfer Restrictions on Shares.

                (i) Restrictions and Escrow. The Committee may determine, in its
discretion, that shares of Common Stock acquired under the Plan during an
Offering Period shall not be transferable by the participant, other than by
reason of death or such other reasons as the Committee may specify, for a period
not to exceed one (1) year following the purchase date. If the Committee does so
determine, shares so acquired shall be held in escrow by the Company until such
transfer restrictions lapse. The Committee may also provide with respect to any
Offering Period, that in the event that a participant attempts to transfer
shares held in escrow on his or her behalf or terminates employment with the
Company or Participating Company while shares are held in escrow on his or her
behalf, the Company shall have an automatic right to repurchase, unless such
repurchase is prohibited or restricted by law, such shares, for an amount equal
to the lesser of (i) the price paid for the shares by the participant, or (ii)
the fair market value (determined in accordance with Section 7(b)) of the shares
on the date of repurchase.

                (ii) Additional Shares and Dividends. In the event of any stock
dividend, stock split, recapitalization, reorganization or other change in
corporate structure effected without receipt of consideration, then any new,
substituted or additional securities or other property (including money paid
other than as a regular cash dividend) which is by reason of such transaction
distributed with respect to any escrowed shares shall be reinvested in shares of
Common Stock under the Plan, and shares purchased pursuant to such reinvestment
shall be immediately subject to the above transfer and escrow provisions to the
same extent the previously escrowed shares are at the time. All regular cash
dividends on shares or other securities at the time held on behalf of a
participant shall be reinvested in shares of Common Stock under the Plan.



                                       5
<PAGE>   6
            (h) Proration of Purchase Rights. If the total number of shares of
Common Stock for which purchase rights are to be granted on any date in
accordance with the terms of the Plan exceed the number of shares then remaining
available under the Plan (after deduction of all shares for which purchase
rights have been exercised or are then outstanding), the Committee shall make a
pro rata allocation of the shares remaining available in as near as uniform a
manner as shall be practicable and as it shall deem equitable. The Committee
shall give written notice of such allocation to each participant affected
thereby.

            (i) Exercise. Each purchase right shall be exercised automatically
on the purchase date for the full number of purchasable shares, unless the
purchase right has been previously terminated pursuant to Section 7(e) or 7(f).

            (j) Assignability. Subject to Section 8, purchase rights under the
Plan shall not be assignable or transferable by the participant other than by
will or by the laws of descent and distribution and during the life of the
participant shall be exercisable only by the participant.

            (k) Rights as Stockholder. A participant shall have no rights as a
stockholder with respect to shares covered by any purchase right granted under
the Plan until the purchase right is exercised. No adjustments will be made for
dividends or other rights for which the record date is prior to the date of
exercise.

            (l) Accrual Limitations. No purchase right shall permit the rights
of a participant to purchase stock under all "employee stock purchase plans" (as
defined in Section 423 of the Code) of the Company or a Corporate Affiliate to
accrue at a rate that exceeds $25,000 of fair market value of such stock
(determined at the time such purchase right is granted) for each calendar year
in which such purchase right is outstanding at any time.

            (m) Regulatory Approval. The implementation of the Plan, the
granting of any purchase right under the Plan, and the issuance of Common Stock
upon the exercise of any such purchase right shall be subject to the Company's
compliance with all applicable requirements of the Securities Act of 1933, all
applicable listing requirements of any securities exchange on which the Common
Stock is listed and all other applicable requirements established by law or
regula tion.

            (n) Other Provisions. Instruments evidencing purchase rights may
contain such other provisions, not inconsistent with the Plan, as the Committee
deems advisable.

8.          Designation of Beneficiary

            A participant may file a written designation of a beneficiary who is
to receive shares and cash, if any, credited on behalf of the participant under
the Plan in the event of such participant's death. Such designation of
beneficiary may be changed by the participant at any time by filing the
appropriate form with the Committee. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant's death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the



                                       6

<PAGE>   7
knowledge of the Company), the Company shall deliver such shares and/or cash to
the participant's spouse or if no spouse is living, to the children of the
participant in equal shares.

9.          Corporate Transactions

            (a) Termination. In the event of the disposition of all or
substantially all of the assets or outstanding capital stock of the issuer of
the Common Stock by means of a sale, merger, reorganization, or liquidation (a
"Corporate Transaction"), each purchase right under this Plan, unless assumed
pursuant to a written agreement by the successor corporation or a parent or
subsidiary thereof, will automatically be exercised immediately prior to the
consummation of the Corporate Transaction as if such date were the last purchase
date of the Offering Period. Any payroll deductions not applied to such purchase
shall be promptly refunded to the participant.

            (b) Corporate Structure. The grant of purchase rights 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.

10.         Amendment and Termination

            (a) Amendment. The Board may from time to time alter, amend,
suspend, or discontinue the Plan with respect to any shares at any time not
subject to purchase rights; provided, however, that no such action of the Board
may, without the approval of stockholders of the Company, (i) increase the
number of shares subject to the Plan (unless necessary to effect the adjustments
required under Section 4(b)), or (ii) make any other change with respect to
which the Board determines that stockholder approval is required by applicable
law or regulatory standards.

            (b) Termination. The Board shall have the right, exercisable in its
sole discretion, to terminate the Plan immediately following any purchase date.
Should the Board elect to exercise such right, then no further purchase rights
shall thereafter be granted or exercised, and no further payroll deductions
shall thereafter be collected under the Plan.

11.         No Employment Obligation

            Nothing contained in the Plan (or in any purchase right granted
pursuant to the Plan) shall confer upon any employee any right to continue in
the employ of the Company or any Corporate Affiliate or constitute any contract
or agreement of employment or interfere in any way with the right of the Company
or a Corporate Affiliate to reduce such employee's compensation from the rate in
existence at the time of the granting of a purchase right or to terminate such
employee's employment at any time, with or without cause. However, nothing
contained herein or in any purchase right shall affect any contractual rights of
an employee pursuant to a written employment agreement.



                                       7
<PAGE>   8
12.         Governing Law

            To the extent not otherwise governed by federal law, the Plan and
its implementation shall be governed by and construed in accordance with the
laws of the State of California.



                                       8