AMENDMENT NO. 1 TO
AMENDED AND RESTATED SHARE ESCROW AGENT AGREEMENT
This Amendment No. 1 (the "Amendment") to the Amended and Restated Share
Escrow Agent Agreement dated as of August 4, 1997 (the "Share Escrow
Agreement") is made and entered into by and between WellPoint Health Networks
Inc., a Delaware corporation (the "Corporation" or "WellPoint Delaware"), and
U.S. Trust Company of California, N.A., a national association, as share
escrow agent (the "Share Escrow Agent"), as of the ___ day of June, 1998.
Capitalized terms used herein and not defined shall have the meanings given
to such terms in the Share Escrow Agreement.
WHEREAS, the parties hereto have previously entered into the Share
Escrow Agreement, which provides for the Share Escrow Agent to act as share
escrow agent for the Corporation in connection with any Excess Shares that
may be created from time to time pursuant to the Corporation's Restated
Certificate of Incorporation;
WHEREAS, the parties hereto desire to amend the Share Escrow Agreement
in the manner set forth herein;
NOW, THEREFORE, the parties hereto agree that the Share Escrow Agreement
shall be amended as follows:
1. Section 1 of the Share Escrow Agreement shall be deleted in its
entirety and replaced with the following:
1. EXCESS SHARES ESCROW. If the Corporation at any time determines
that a Transfer has taken place such that a person Beneficially Owns
shares of Capital Stock in excess of the Ownership Limit, that a
Purported Owner intends to acquire or has attempted to acquire
Beneficial Ownership of any shares of Capital Stock in excess of the
Ownership Limit or that there has occurred any event that would cause
any Person to exceed the Ownership Limit, the Corporation shall take
such action as it deems advisable to refuse to give effect or prevent
such Transfer or in light of the occurrence of such event, including
without limitation, by causing such Excess Shares to be transferred
immediately to the Share Escrow Agent, which Excess Shares shall be
held by the Share Escrow Agent until such time as the Excess Shares
are transferred to a Person whose acquisition thereof will not violate
the Ownership Limit (a "Permitted Transferee").
2. Except as hereby amended, the Share Escrow Agent Agreement shall
remain unchanged and in full force and effect.
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3. This Amendment No. 1 may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one in the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the respective duly authorized officers, as of the date first
above written at Los Angeles, California.
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
By: /s/ XXXXXX XXXXX
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Its: Authorized Officer
WELLPOINT HEALTH NETWORKS INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
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