AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
The Employment Agreement entered into by and between WellPoint Health
Networks Inc. (the "Company") and Xxxxxxx X. Xxxxxxxxx ("Executive") effective
as of January 22, 1997, as amended by that certain Amendment Xx. 0 xxxxxxxxx xx
xx Xxxxxxxxx 0, 0000 (xx amended, the "Employment Agreement"), is hereby further
amended as of May 1, 1998 as follows:
1. The first sentence appearing in Section 8.a is hereby deleted in its
entirety and replaced with the following language:
"In the event of a change of control of the Company, including a
'Change-in-Control' as defined in the WellPoint Health Networks Inc.
Officer Change-in-Control Plan effective as of February 12, 1998 or
any subsequently adopted similar plan, Executive shall not lose any of
the rights, privileges or guarantees provided to Executive by this
Agreement."
2. Except as set forth herein, terms used in this Amendment and not
defined herein shall have the same meaning as they do in the Employment
Agreement.
3. Except as amended above, the terms and conditions of the Employment
Agreement shall continue in full force and effect.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx,
Chairperson, Compensation Committee
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
EXECUTIVE
