**Exhibit10.13**

**WELLPOINTHEALTH NETWORKS INC.**

**OFFICERCHANGE-IN-CONTROL PLAN**

**(As amended and restated throughDecember 4, 2001)**

 

This WellPoint Health Networks Inc. OfficerChange-in-Control Plan (the “Plan”) is designed to provide officers ofWellPoint Health Networks Inc. (“WellPoint” or the “Company”) and/or Affiliatesof WellPoint with benefits in the event of a Change-in-Control.  Except to the extent provided herein, thePlan, which was originally adopted by the Board of Directors as of February 12,1998, replaced any similar plan previously in effect as of such date ofadoption providing for monetary or other compensation to any officer in theevent of a change in control.  This Planhas been further amended and restated as of October 27, 1998, as of October 18,2001, and, as provided herein, as of December 4, 2001.

 

**ARTICLEI**

**DEFINITIONS**

 

Unless otherwiseindicated, capitalized terms used herein shall have the following meaning:

 

“Affiliate” meansan entity that is linked to WellPoint by a 51% or greater chain ofownership.  For this purpose, ownershipis determined by applying the principles of Section 414 of the Code and bysubstituting 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 annualized base salary, in the aggregate, payablefrom one or more member of the Affiliated Group at any time during the periodcommencing five years before the announcement of the relevant Change in Controland ending immediately preceding the Participant’s Termination Date or, ifearlier and solely for purposes of computing the Change in Control CompletionBonus under section 2.3, the date of the Change in Control.

 

“CEO” means theChief Executive Officer of WellPoint or his delegate.

 

“Change in Control” shall mean one or more of thefollowing that occurs within the term of the Plan:

 

(i)                                     The acquisition, directly or indirectlyby any person or related group of persons (as such term is used in Sections13(d) and 14(d) of the Exchange Act), but other than WellPoint or a person thatdirectly or indirectly controls, is controlled by, or is under, control withthe Company, of beneficial ownership (as defined in Rule 13d-3 of the ExchangeAct) of securities of the Company that results in such person or related groupof persons beneficially owning securities representing 40% or more of thecombined voting power of the Company’s then-outstanding

 

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                                                 securities;

 

(ii)                                  A merger, recapitalization, consolidationor similar transaction to which WellPoint is a party or the sale, transfer orother disposition of all or substantially all of the Company’s assets if, ineither case, the beneficial owners of WellPoint’s securities immediately beforethe transaction do not have, immediately after the transaction, beneficialownership of securities representing at least 60% of the combined voting powerof the then-outstanding securities of the surviving entity or the entityacquiring WellPoint’s assets, as the case may be, or a parent thereof;

 

(iii)                               A merger, recapitalization, consolidationor similar transaction to which WellPoint is a party or the sale, transfer orother disposition of all or substantially all of the Company’s assets if, ineither case, the directors of WellPoint immediately prior to consummation ofthe transaction do not, upon consummation of the transaction, constitute atleast a majority of the board of directors of the surviving entity or theentity acquiring WellPoint’s assets, as the case may be, or a parent thereof(for this purpose, any change in director composition that is anticipated orpursuant to an understanding or agreement in connection with a transaction willbe deemed to have occurred at the time of the transaction); or

 

(iv)                              A change in the composition of the Boardof Directors of WellPoint (the “Board”) over a period of thirty-six (36)consecutive months or less such that a majority of the Board members ceases byreason of one or more contested elections for Board membership, to be comprisedof individuals who either (a) have been Board members since the beginning ofsuch period or (b) have been elected or nominated for election as Board membersduring such period by at least a majority of the Board members described inclause (a) who were still in office at the time the Board approved suchelection or nomination.

 

“Code” means theInternal Revenue Code of 1986, as amended.

 

“Committee” shallmean the Compensation Committee of the Board of Directors of WellPoint, whosemembership shall be comprised solely of independent directors of WellPoint andto which the CEO shall report periodically regarding actions taken under thisPlan.

 

“ConstructiveTermination” means one or more of the following:

 

(i)                                     A material reduction in the duties,responsibilities, status, reporting responsibilities, titles or offices that aParticipant had with the Affiliated Group immediately before such reduction;

 

(ii)                                  Reduction by more than 10% of the totalannual cash compensation (including base salary and target bonuses) that aParticipant was eligible to receive from all members of the Affiliated Groupimmediately before the reduction except a

 

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                                                 reduction that both (a) is part of, and consistent with, anacross-the-board reduction in the salaries of senior officers of the AffiliatedGroup and (b) is not implemented on or after, or in contemplation of, aChange-In-Control;

 

(iii)                             A change in the Participant’s principal place of employmentwith the Affiliated Group such that the Participant’s one-way commute will beincreased by more than 35 miles; or

 

(iv)                              A requirement that the Participant spendan average of two or more days per week at a place of employment other than hisor her principal place of employment if the average ground commute to suchadditional place of employment from the Participant’s primary residence, duringnormal commute hours, is longer than two hours; provided that the Participanthas not, in advance and in writing, agreed to such requirement in connectionwith assuming or retaining a specific position;

 

(v)                                 The failure of any successor to WellPointby merger, consolidation or acquisition of all or substantially all of thebusiness of WellPoint to assume WellPoint’s obligations under this Plan.

 

However, aConstructive Termination will not be deemed to have occurred unless (A) withinsixty (60) days of the occurrence that the Participant deems to be aConstructive Termination, the Participant notifies WellPoint in writing that heor she has experienced a Constructive Termination, which notice describes theevent that the Participant believes constitutes a Constructive Termination, (B)WellPoint has not, within fifteen (15) days of receipt of such notice, correctedthe circumstance that would otherwise result in a Constructive Termination, and(C) the Participant terminates his or her employment within ninety (90) days ofsuch 15-day period.

 

“Exchange Act”means the Securities Exchange Act of 1934, as amended.

 

“InvoluntaryTermination” means actual termination of a Participant’s employment with theAffiliated Group other than (i) Termination for Cause, (ii) termination due tothe Participant’s total and permanent disability, as that term is defined inthe WellPoint long-term disability plan in effect on the date in question, or(iii) termination due to the Participant’s death.

 

“Participant”means any person holding the title of Staff Vice President, Regional VicePresident or Vice President or higher with WellPoint or any member of theAffiliated Group and any other person as may be designated from time to time bythe CEO; provided, however, that it shall not include (i) any person covered byan employment agreement with any member of the Affiliated Group on his or herTermination Date unless such person’s employment agreement otherwise provides;and (ii) unless otherwise designated by the CEO, any other position, whether ornot the position contains the phrase “Vice President, which is not consideredto be an officer position of the Affiliated Group or is not entitled toparticipate in benefits generally reserved for officers of the AffiliatedGroup.

 

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“Plan Bonus”means, for each Participant, an amount equal to an amount equal to (i)multiplied by (ii) multiplied by (iii) where:

 

                (i) equals the Participant’sBase Salary;

 

                (ii) equals the percentage, forthe fiscal year occurring in whole or in part during the period commencing fiveyears before the announcement of the relevant Change in Control and endingimmediately before the Participant’s Termination Date (or, if earlier andsolely for purposes of determining the Change in Control Completion Bonus underSection 2.3, the date of the Change in Control) for which such percentage isthe highest, that the Participant’s Target Bonus for such fiscal yearrepresents as a percentage of such Participant’s annual base salary for suchfiscal year; and

 

                (iii) equals the greater of (A)100% or (B) the average percentage, for the two consecutive fiscal years withinthe period commencing five years before the announcement of the relevant Changein Control and ending immediately before the Participant’s Termination Date(or, if earlier and solely for purposes of determining the Change in ControlCompletion Bonus under Section 2.3, the date of the Change in Control) forwhich such average percentage is the highest, that the Participant’s actualannual bonus for a fiscal year represented as a percentage of the participant’sTarget Bonus for such fiscal year.

 

“Target Bonus”means the Participant’s target bonus for any fiscal year under WellPoint’sthen-applicable annual management incentive plan, or any other similar annualincentive plan maintained by a member of the Affiliated Group.

 

“Termination Date”is the first date that a Participant is subject to a Constructive Terminationor an Involuntary Termination.

 

“Termination forCause” means termination of the Participant’s employment with the AffiliatedGroup by reason of (i) willful engagement by a person in gross misconductinjurious to WellPoint or the commission by a person of any act of grossnegligence or malfeasance with respect to a person’s duties incident toemployment; (ii) willful failure by a person to attend to the material dutiesassigned to such person by such person’s supervisor; (iii) a commission by aperson of any act of fraud, embezzlement or dishonesty against any member ofthe Affiliated Group; or (iv) conviction of a person for any criminal offenseinvolving fraud or dishonesty or any similar conduct which is injurious to thereputation of WellPoint.

 

**ARTICLE II**

**BENEFITS UPON A CHANGE IN CONTROL**

 

 

2.1 PriorBonuses and Incentive Pay.  If aChange in Control occurs, each Participant shall be entitled to receive as soonas practicable, subject to any election to defer such amount

 

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made by such Participantunder a WellPoint deferral program, any bonus or other incentive compensationfor a prior period that was earned but theretofore remained unpaid.  To the extent possible, the determination ofsuch amount shall be made by the WellPoint Board of Directors before the Changein Control and, to the extent that this is not possible, it shall be determinedas soon as practicable following the Change in Control by those continuingmembers of the \board of directors of the continuing or successor company thatwere members of the board of directors of WellPoint immediately before suchChange in Control.

 

2.2 GuaranteedAnnual Bonus. If a Change in Control occurs, each Participant shall beentitled to a bonus for the fiscal year in which the Change in Control occursequal to the greatest of (i) the Participant’s Target Bonus for such fiscalyear, (ii) the average of the annual (or annualized) bonus paid to theParticipant for the preceding two fiscal years (or such shorter period as theParticipant may have been eligible for such an award) under WellPoint’sthen-applicable annual management incentive plan, or any other similar annualincentive plan maintained by a member of the Affiliated Group or (iii) thebonus that is determined in the ordinary course under such a plan for theParticipant for the fiscal year in which the Change in Control occurs.  However, if the Participant terminatesemployment by reason of an Involuntary Termination or Constructive Terminationafter the announcement of, or the execution of a definitive agreement for, aChange in Control and before the end of the fiscal year in which the Change inControl occurs, the bonus payable under this Section 2.2.shall be proratedbased on the Participant’s actual period of employment with WellPoint or anAffiliate during the fiscal year in which the Change in Control occurs.  Any bonus payable under this Section 2.2 willbe paid in a lump sum cash payment upon the earlier of the normal time forpayment of a bonus under the applicable incentive plan or as soon aspracticable following the Participant’s Termination Date.

 

2.3 Change inControl Completion Bonus. If a Change in Control occurs, each Participantwill be entitled to payment of a Change in Control Completion Bonus equal to100% of the Participant’s Base Salary and Plan Bonus.  One-half of the Completion Bonus will be paid one year followingconsummation of the Change in Control provided the Participant remains employedwith WellPoint, an Affiliate or successor through such date and the remainingone-half will be paid two years after consummation of the Change in Controlprovided the Participant remains employed with WellPoint, an Affiliate orsuccessor through such date.  However,if a Participant terminates employment before the scheduled payment date for aninstallment of such Completion Bonus, the Participant shall not be entitled toreceive such installment.

 

**ARTICLE III**

**SEVERANCE BENEFITS UPON A CHANGE INCONTROL**

 

3.1 Eligibility.If (i) on, or within 36 full calendar months after, a Change in Control, aParticipant is subject to an Involuntary Termination or a ConstructiveTermination or (ii) on or after the execution of a definitive agreement for aChange in Control and before the consummation of such Change in Control aParticipant is subject to an Involuntary Termination, the Participant will beeligible for the Plan benefits provided in Article III hereof (subject to the

 

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terms and conditions ofthis Plan); provided, however, that such Participant will not be eligible forPlan benefits if the Participant has already received benefits under this Plandue to a previous Constructive Termination or a previous InvoluntaryTermination.

 

3.2. BasicBenefit.

 

(a) The BasicBenefit for each Participant will be as provided in this Section 3.2 based uponthe Participant’s position as of the Termination Date as follows; provided,however, that in no event will the Basic Benefit be less than the lowest BasicBenefit for the highest position held by the Participant with a member of theAffiliated Group at any time during the period commencing five years before theannouncement of the relevant Change in Control and ending immediately beforethe Participant’s Termination Date:

 

(i)            Executive VicePresident: 3.00 times Base Salary, plus 3.00 times Plan Bonus.

(ii)           Senior VicePresident: 2.50 times Base Salary, plus 2.50 times Plan Bonus.

(iii)          General Manager or Vice President:2.00 times Base Salary, plus 2.00 Times Plan Bonus.

(iv)          Regional or StaffVice President: 1.50 times Base Salary, plus 1.50 times Plan Bonus.

 

However, the amount of aParticipant’s Basic Benefit under this Section 3.2 will be reduced by theamount of any Change in Control Completion Bonus paid to the Participant underSection 2.3 of the Plan.

 

(b) The BasicBenefit will be paid to the Participant in a lump sum as soon as reasonablypracticable after the Participant’s Termination Date.

 

3.3. OutplacementBenefit.  Each Participant shallreceive the Outplacement Benefit, which shall consist of outplacement servicesconsistent with WellPoint’s then-current outplacement policy for personsholding the Participant’s title.  Thefee for this service will be paid directly by WellPoint (and/or by an Affiliatecontrolled by WellPoint) to the outplacement service vendor.

 

3.4 Pension and401(k) Match Contribution.  EachParticipant shall be entitled to a special contribution amount equal to the sumof the additional Annuity Credits and Matching Contributions to which theParticipant would have been entitled under WellPoint’s Pension AccumulationPlan, 401(k) Retirement Savings Program and Comprehensive Executive Non-QualifiedRetirement Plan had the Participant remained employed with WellPoint for thatnumber of additional number of years set forth below and the Participant’sBasic Benefit were payable over such period and treated as eligiblecompensation under such plans:

 

(i)            Executive VicePresident: three years;

 

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(ii)           Senior VicePresident: two and one-half years;

(iii)          General Manager or Vice President:two years;

(iv)          Regional or StaffVice President: one and one-half years.

 

The amount of suchspecial contribution amount shall be computed assuming the Participant waseligible, and made the maximum salary deferrals and supplemental salarydeferrals eligible for matching and supplemental matching contributions, underthe 401(k) Retirement Savings Program and Comprehensive Executive Non-QualifiedRetirement Plan, respectively.  Suchspecial contribution amount shall be paid to the Participant in a lump sum cashpayment as soon as practicable after the Participant’s Termination Date, unlessthe Participant is entitled to participate in WellPoint’s ComprehensiveExecutive Non-Qualified Retirement Plan, in which case the contribution shallbe credited to such Participant’s account under such plan as an additional fullyvested amount.

 

                3.5 Financial Planning. Each participant whois an Executive Vice President or Senior Vice president shall be entitled to acontinuation of financial planning benefits for the number of years set forthbelow:

 

(i)            Executive VicePresident: three years; and

(ii)           Senior VicePresident: two and one-half years.

 

3.6 AdditionalSERP Credit.  Each Participant whois eligible to participate in WellPoint’s Supplemental Executive RetirementPlan will be deemed to have five Years of Vesting Service thereunder and shallbe credited with that number of additional Years of Benefit Service, and shallbe deemed to be that number of years older, as is set forth below:

 

(i)            Executive VicePresident: three additional years;

(ii)           Senior VicePresident: two and one-half additional years;

(iii)          General Manager or Vice President:two additional years; and

(iv)          Regional or StaffVice President: one and one-half additional years.

 

3.7 Pro-ratedBonus.  Each Participant shall beentitled to a bonus for the fiscal year during which such InvoluntaryTermination or Constructive Termination occurs equal to the greatest of (i) theParticipant’s Target Bonus for such fiscal year, (ii) the average of the annual(or annualized) bonus paid to the Participant for the preceding two fiscalyears (or such shorter period as the Participant may have been eligible forsuch an award) under WellPoint’s then-applicable annual management incentiveplan, or any other similar annual incentive plan maintained by a member of theAffiliated Group or (iii) the bonus that is determined in the ordinary courseunder such a plan for the Participant for the fiscal year in which suchInvoluntary Termination or Constructive Termination occurs.  The bonus payable under this Section 3.7shall be prorated based on the Participant’s actual period of employment withWellPoint or an Affiliate during the fiscal year in which such InvoluntaryTermination or Constructive Termination occurs.  Any bonus payable under this Section 3.7 will be paid in a lumpsum cash payment as soon as practicable following the Participant’s terminationof employment.

 

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3.7. OtherSeverance Benefits.  EachParticipant shall receive health, vision, dental and life insurance benefits atemployee rates until the earlier to occur of:

 

(i)                                     the Participant becoming eligible forsuch benefits under the health and welfare benefit plan or plans maintained bythe Participant’s successor employer; and

 

(ii)                                  depending on the title of the Participant,the following periods:

(a) in the case ofExecutive Vice Presidents, three years;

(b) in the case ofSenior Vice Presidents, two and one-half years;

(c) in the case ofGeneral Managers and Vice Presidents, two years; and

(d) in the case ofRegional and Staff Vice Presidents, one and one-half years.

 

In lieu ofproviding the benefits described in this Section 3.7, WellPoint may, in itsdiscretion, elect to make cash payments to Participant in amounts sufficient,on an after-tax basis, for Participant to otherwise purchase such benefits.

 

3.8. Offset forOther Payments Received.  The WorkerAdjustment 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 noticerequirements or require that pay in-lieu of notice, severance pay or similarbenefits be paid.  WellPoint and/or itsAffiliates shall be entitled to deduct from any benefits otherwise payable to aParticipant under this Plan due to a Constructive Termination or an InvoluntaryTermination any other amount that a member of the Affiliated Group is legallyrequired to pay to the Participant under such laws due to the same ConstructiveTermination or Involuntary Termination, plus any compensation and any benefitspaid to the Participant following distribution of such a legally requirednotice to the Participant due to such Constructive Termination or InvoluntaryTermination.  Similarly, benefits paidunder this Plan will be applied to satisfy any legal obligations that a memberof the Affiliated Group may have under such laws or similar laws due to theConstructive Termination or the Involuntary Termination for which Plan benefitsare paid.

 

3.9. Coordinationwith Other Plans.  If a Participantis covered under any other severance plan or arrangement (including WellPoint’sOfficer Severance Plan) of a member of the Affiliated Group under whichbenefits are payable on the Participant’s Termination Date (each, a “SeverancePlan”), then the Participant will receive benefits under the Severance Plan orPlans in lieu of benefits under this Plan unless the Participant waives his orher benefits under the Severance Plan or Plans with regard to the ConstructiveTermination or the Involuntary Termination. For these purposes, such a written waiver must be submitted to the CEOwithin 30 days of the date, following the Change in Control, on which theParticipant is specifically notified by the CEO that the Participant must waiveall benefits payable under the Severance Plan or Plans with regard to theConstructive Termination or the Involuntary Termination in order to receivebenefits under this Plan with regard to that Constructive Termination orInvoluntary Termination.

 

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**ARTICLEIV**

**EXCESSPARACHUTE PAYMENTS**

 

If any employee ofWellPoint or an Affiliate (i) is, at the effective time of a Change-in-Control(or any other corporate transaction) or the date of termination of suchemployee’s employment, an Executive Vice President or Senior Vice President and(ii) receives compensation from WellPoint or an Affiliate or a successorthereto (under this Plan or otherwise) that subjects the employee to an excisetax under Section 4999 of the Code (relating to excess parachute payments),WellPoint shall make an additional payment to such employee that, net of alltaxes thereon, fully reimburses or “grosses up” the employee for the amount ofsuch excise tax.  If any other employeeis a Participant in this Plan and reasonably determines that (i) compensationpayable under this Plan, either alone or when aggregated with othercompensation payable to such Participant, would subject such Participant to anexcise tax under Section 4999 of the Code and (ii) the net amount that theParticipant would realize from such payments on an after-tax basis would begreater if the benefit payable hereunder were limited, then the benefit payablehereunder shall be limited in the manner reasonably determined by theParticipant to maximize such Participant’s net payment received on an after-taxbasis.  Except to the extent expresslyprovided in a written agreement between WellPoint and a Participant, theforegoing provisions of this Article shall apply only to Participants who arealso Participants in the WellPoint Health Networks Inc. Officer Severance Plan(as adopted October 27, 1998).  Withrespect to all other Participants under this Plan, if the CEO reasonablydetermines that any benefit under this Plan, alone or when aggregated with othercompensation payable to the Participant, would constitute an excess parachutepayment within the meaning of Section 280G of the Code, the amount payableunder this Plan will be limited only to the extent necessary to avoid creationof an excess parachute payment.

 

 

**ARTICLE V**

**MISCELLANEOUS**

 

5.1. Withholding.  WellPoint and/or the appropriate member ofthe Affiliated Group may withhold taxes and other payroll deductions from Planbenefit payments.

 

5.2. Effect onOther Plans.  Payments under thisPlan will not be treated as compensation for purposes of any other employeebenefit plan, unless the other employee benefit plan expressly providesotherwise.

 

5.3. Assignmentand Source.  Plan benefits are notassignable and will be paid when due from the general assets of WellPointand/or from the general assets of an Affiliate controlled by WellPoint.

 

5.4. Compliancewith Agreements.  Plan benefits areconditioned on an eligible Participant’s compliance with any confidentialityagreement or release that the Participant has entered into with any member ofthe Affiliated Group.

 

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5.5. ClaimsProcedure.  If an individualbelieves that he or she is entitled to a benefit under this Plan or to a Planbenefit that is greater than the benefit which such person has received, theindividual may submit a signed, written application to the CEO within 60 daysof the date of the individual’s Constructive Termination or InvoluntaryTermination, as the case may be.  Theindividual will generally be notified of the approval or denial of thisapplication within 90 days of the date that the CEO receives theapplication.  If the individual is notso notified the individual may, but need not, treat the claim as denied.  If the individual’s claim is denied, thenotification will state specific reasons for the denial and the individual willhave 60 days to file a signed, written request for a review of the denial withthe CEO.  This request should includethe reasons the individual is requesting a review, facts supporting theindividual’s request, and any other relevant comments.  The CEO will generally make a final, writtendetermination of the individual’s eligibility for Plan benefits within 60 daysof receipt of the individual’s request for review.

 

5.6. Arbitration.  If an individual is denied part or all of aPlan benefit pursuant to Section 5.5, the individual’s sole remedy will be toappeal the matter to an impartial arbitrator. Arbitration will be in accordance with the Model Employment ArbitrationProcedures of the American Arbitration Association (the “AAA”) before anarbitrator who is familiar with employee benefit matters and who is licensed topractice law in the state in which the arbitration is convened (the “Arbitrator”).  The Arbitrator will be selected by alternatestriking from a list of eleven arbitrators drawn by the AAA from its panel oflabor and employment arbitrators.  Thearbitration will take place in or near the city in which the individual is orwas last employed by WellPoint and/or an Affiliate controlled by WellPoint orin such other location as may be acceptable to both the individual andWellPoint.  The Arbitrator will have theexclusive authority to resolve any factual or legal claim relating to the Plan orrelating to the interpretation, applicability or enforceability of thisarbitration provision, including but not limited to, any claim that all or anypart of this provision is void or voidable. The arbitration will be final and binding upon all parties.  The costs of the Arbitration will be splitequally between the parties to the arbitration.

 

5.7. Amendmentor Termination of Plan.  TheCommittee shall have the authority to amend or terminate the Plan at any time;provided, however, that no termination of the Plan or amendment thereto thatadversely affects the rights of the Participants shall be effective sooner thanthree years after the approval of such amendment or termination by theCommittee.

 

5.8. No Rightto Continued Employment.  This Plandoes not provide a Participant with any right to continue employment with anymember of the Affiliated Group or affect the right of any individual or anymember of the Affiliated Group to terminate the services of such individual atany time with or without cause, subject to the terms of any written employmentagreement executed by both parties thereto.

 

5.9. GoverningLaw. This Plan is intended to be an unfunded welfare benefit plan for aselect group of management or highly compensated employees within the meaningof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)and Department of

 

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Labor Regulation2520.104-24.  To the extent applicableand not preempted by ERISA, the laws of the State of California will governthis Plan.

 

5.10. EffectiveDate.  This Plan as restated hereinis effective as of December 4, 2001.

 

 

 

**WELLPOINT HEALTH NETWORKS INC.**

 

 

BY:  __/s/ Leonard D. Schaeffer____________                           DATE:    December 4, 2001

        LEONARD D. SCHAEFFER

 

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