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                                  FIRST AMENDMENT TO
                           SUBORDINATED TERM LOAN AGREEMENT



          THIS FIRST AMENDMENT TO SUBORDINATED TERM LOAN AGREEMENT (this "First
Amendment") dated as of February 10, 1997 is entered into by and among WELLPOINT
HEALTH NETWORKS INC., a California corporation (the "Company"), each of the
financial institutions that is a signatory hereto (the "Banks"), and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as administrative agent for the
Banks (the "Administrative Agent") and amends that certain Credit Agreement
dated as of November 21, 1996 among the Company the Banks and the Administrative
Agent (the "Agreement").

                                       RECITAL

          The Company has requested an extension of the Availability Period, and
the Banks and the Administrative Agent are willing to extend the Availability
Period on the terms and conditions set forth herein.


          NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:


          1.   Terms.  All terms used herein shall have the same meanings as in
the Agreement unless otherwise defined herein.  All references to the Agreement
shall mean the Agreement as hereby amended.

          2.   Amendments to Agreement.

          2.1  The definition of "Availability Period" in Section 1.01 of the
Agreement is amended by deleting "February 15, 1997" and inserting "March 17,
1997" in lieu thereof.

          3.   Representations and Warranties.  The Company represents and
warrants to Banks and Administrative Agent that, on and as of the date hereof,
and after giving effect to this First Amendment:

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          3.1  Authorization.  The execution, delivery and performance of this
First Amendment have been duly authorized by all necessary corporate action by
the Company and this First Amendment has been duly executed and delivered by the
Company.

          3.2  Binding Obligation.  This First Amendment is the legal, valid and
binding obligation of Company, enforceable against the Company in accordance
with its terms, except as may be limited by bankruptcy, insolvency
reorganization, moratorium or other similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.

          3.3  No Legal Obstacle to Amendment.  The execution, delivery and
performance of this First Amendment will not (a) contravene the terms of the
Company's articles of incorporation, by-laws or other organization document; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any document evidencing any Contractual Obligation to which the
Company is a party or any order, injunction, writ or decree of any Governmental
Authority to which the Company or its Property is subject; or (c) violate any
Governmental Rule where such violation would reasonably be expected to have a
Material Adverse Effect.  No approval, consent, exemption, authorization of
other action by, or notice to, or filing with, any Governmental Authority is
necessary or required in connection with the execution, delivery or performance
by the Company of this First Amendment, or the transactions contemplated
thereby.

          3.4  Incorporation of Certain Representations.  The representations
and warranties of the Company set forth in Article V of the Agreement are true
and correct in all respects on and as of the date hereof as though made on and
as of the date hereof, except as to such representations made as of an earlier
specified date.

          3.5  Default.  No Default or Event of Default under the Agreement has
occurred and is continuing.


          4.  Conditions, Effectiveness.  The effectiveness of this First
Amendment shall be subject to the compliance by the Company with its agreements
herein contained, and to the delivery of the following to the Administrative
Agent in form and substance satisfactory to the Administrative Agent:

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          4.1  Corporate Resolutions.  A copy of a resolution or resolutions
passed by the Board of Directors of the Company, certified by the Secretary or
an Assistant Secretary of the Company as being in full force and effect on the
effective date of this First Amendment, authorizing the amendments to the
Agreement herein provided for and the execution, delivery and performance of
this First Amendment and any note or other instrument or agreement required
hereunder.

          4.2  Authorized Signatories.  A certificate, signed by the Secretary
or an Assistant Secretary of the Company dated the effective date of this First
Amendment, as to the incumbency of the person or persons authorized to execute
and deliver this First Amendment and any instrument or agreement required
hereunder on behalf of the Company.

          4.3  Other Evidence.  Such other evidence with respect to the Company
or any other person as the Administrative Agent or any Bank may reasonably
request in connection with this First Amendment and the compliance with the
conditions set forth herein.


          5.   Miscellaneous.

          5.1  Effectiveness of Agreement.  Except as hereby expressly amended,
the Agreement and each other Loan Document shall each remain in full force and
effect, and are hereby ratified and confirmed in all respects on and as of the
date hereof.

          5.2  Waivers.  This First Amendment is specific in time and in intent
and does not constitute, nor should it be construed as, a waiver of any other
right, power or privilege under the Loan Documents, or under any agreement,
contract, indenture, document or instrument mentioned in the Loan Documents; nor
does it preclude any exercise thereof or the exercise of any other right, power
or privilege, nor shall any future waiver of any right, power, privilege or
default hereunder, or under any agreement, contract, indenture, document or
instrument mentioned in the Loan Documents, constitute a waiver of any other
default of the same or of any other term or provision.

          5.3  Counterparts.  This First Amendment may be executed in any number
of counterparts and all of such

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counterparts taken together shall be deemed to constitute one and the same
instrument.  This First Amendment shall not become effective until the Company,
the Banks and the Administrative Agent shall have signed a copy hereof, whether
the same or counterparts, and the same shall have been delivered to the
Administrative Agent.

          5.4  Jurisdiction.  This First Amendment shall be governed by and
construed under the laws of the State of California.

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          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered as of the date first written above.


                             WELLPOINT HEALTH NETWORKS INC.


                             By:  /s/ Howard G. Phanstiel
                                -----------------------------------
                             Name: Howard G. Phanstiel
                             Title: Executive Vice President


                             BANK OF AMERICA NATIONAL TRUST AND
                             SAVINGS ASSOCIATION, as
                             Administrative Agent


                             By: /s/ Christine Cordi
                                -----------------------------------
                                    Christine Cordi
                                    Vice President


                             BANK OF AMERICA NATIONAL TRUST AND
                             SAVINGS ASSOCIATION, as a Bank


                             By: /s/ Pamela Holloway-Dobson
                                ----------------------------------
                             Name: Pamela Holloway-Dobson
                             Title: Vice President