Exhibit 10.46

CALIFORNIA BLUE CROSS LICENSE ADDENDUM  AMENDED AND RESTATED AS OF JANUARY 31, 2002

This License Addendum ("this Addendum") has been amended and restated as of January    , 2002 (the "date hereof") by the Blue Cross and Blue Shield
Association ("BCBSA"), and WellPoint Health Networks Inc. ("WellPoint"). Capitalized terms not otherwise defined herein shall have the meanings given them in Article VII of WellPoint's
Charter.

Whereas:
It is fundamental to the integrity of the Blue Cross and Blue Shield names and marks that each primary licensee remain independent of any control or influence by any particular
economic interest or other special interest which might impair its ability to (i) exercise independent judgment as to the programs which will best meet the needs of the communities in the state
or area for which it is responsible or (ii) function as an integral part of the Blue Cross and Blue Shield national system of health benefits.

Whereas:
WellPoint was incorporated in Delaware for the purpose of becoming the ultimate parent corporation in an organization (the "WellPoint Organization") which among other things
provides health care plans and related services in California under the "Blue Cross" name and under various related marks.

Whereas:
WellPoint has assumed its position as the ultimate parent in the WellPoint Organization as a result of a number of inter-related actions which are collectively called the
"Reincorporation" in this Addendum. The Reincorporation occurred effective as of August 4, 1997.

Whereas:
Prior to the Reincorporation, the WellPoint Organization was headed by a corporation incorporated in California which had the name "WellPoint Health Networks Inc." (and
which is called "California Blue Cross" in this Addendum). As a result of the Reincorporation: (i) every share of common stock issued by California Blue Cross and outstanding immediately prior
to the Reincorporation was converted into a share of common stock issued by WellPoint; (ii) California Blue
Cross became an indirect wholly owned subsidiary of WellPoint; and (iii) the name of California Blue Cross was changed to "Blue Cross of California."

Whereas:
Prior to May 1996, California Blue Cross was organized as a nonprofit public benefit corporation. In May 1996, California Blue Cross was converted into a
for-profit business stock corporation as part of a series of interrelated actions which in this Addendum are collectively called the "1996 For-Profit Conversion." As part of
the 1996 For-Profit Conversion, California Blue Cross issued shares of its common stock to a California nonprofit public benefit corporation which (i) then had the name "Western
Health Partnerships," (ii) now has the name "California HealthCare Foundation," and (iii) is called the "California Foundation" in this Addendum. The common shares issued to the
California Foundation (i) represented a substantial majority of California Blue Cross's common stock outstanding immediately after the 1996 For-Profit Conversion and
(ii) carried voting power significantly in excess of the amount which BCBSA's licensing requirements allow to be concentrated in the hands of any single shareholder of a primary licensee.

Whereas:
To mitigate the risks and disadvantages of the concentration of common stock in the hands of the California Foundation (i) certain mechanisms and covenants (the "Original
Basic Protections") were incorporated in the Articles of Incorporation and Bylaws governing California Blue Cross and in agreements between California Blue Cross and the California Foundation and
(ii) California Blue Cross entered into a License Addendum dated as of May 17, 1996 (the "Original Addendum") which provided among other things that the primary Blue Cross license for
the WellPoint Organization would automatically terminate if there were any failure to comply with any of the Original Basic Protections specified in the Original Addendum.

Whereas:
In the Reincorporation, the common stock previously held by the California Foundation in California Blue Cross was converted on a share for share basis to common stock issued by
WellPoint

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in the Reincorporation. The California Foundation held the same percentage of WellPoint's common stock outstanding immediately after the Reincorporation as the percentage of the outstanding common
stock which the California Foundation held in California Blue Cross immediately prior to the Reincorporation. The voting power attributable to the WellPoint common stock held by the California
Foundation immediately after the Reincorporation was, and as of the date hereof continues to be, significantly higher than the percentage that BCBSA's licensing requirements allow to be concentrated
in the hands of any single shareholder of a primary licensee. As of the date hereof, to the knowledge of WellPoint, the California Foundation no longer owns any shares of WellPoint common stock or any
other outstanding securities of WellPoint.

Whereas:
In connection with the Reincorporation, WellPoint requested that notwithstanding the concentration of its common stock in the hands of the California Foundation resulting from
the Reincorporation, BCBSA issue the following licenses (the "New Licenses"): a Primary Blue Cross License to WellPoint to replace the primary license held prior to the Reincorporation by California
Blue Cross; a Controlled Affiliate License to California Blue Cross to entitle it to conduct operations in California under the Blue Cross name; and various other affiliate licenses to other WellPoint
subsidiaries to enable them to continue to conduct operations under the "Blue Cross" name and/or related names.

Whereas:
To induce BCBSA to issue the New Licenses, WellPoint: (i) incorporated into its Certificate of Incorporation and Bylaws mechanisms designed to protect WellPoint from
being controlled by the California Foundation (or any other large shareholder which might emerge in the future) which are analogous to the mechanisms previously incorporated into California Blue
Cross' governing instruments; (ii) agreed with the California Foundation and California Blue Cross to amend and restate the agreements previously made by California Blue Cross with the
California Foundation to obtain for WellPoint the benefit of the covenants in those agreements designed to protect WellPoint from 2 being controlled by the California Foundation; and
(iii) entered into a new license addendum dated August 4, 1997 (the "Delaware Addendum") to take the place of the Original Addendum.

Whereas:
The parties entered into an amendment and restatement of the Delaware Addendum (which is dated as of December 30, 1997 and is herein called the
"12-30-97 Restatement") in order to, among other things, (i) implement revised restrictions on beneficial ownership of WellPoint securities embodied in
Section 2.1(f) hereof, and (ii) modify the definition of the term "Ownership Limit."

Whereas:
The parties entered into an amendment and restatement of the License Addendum (which is dated as of June 12, 1998 and is herein called the
"6-12-98 Restatement") in order, among other things, to reflect an amendment dated as of June 12, 1998 to a voting trust agreement (which has since terminated) under
which the California Foundation had the ability to effect certain changes in the composition of its Board in exchange for earlier contributions of its shares to the voting trust created thereunder.

Whereas:
WellPoint has entered into that certain Agreement and Plan of Merger dated as of October 17, 2001 (the "Merger Agreement"), pursuant to which RightCHOICE Managed
Care, Inc. will be merged with and into a wholly owned subsidiary of WellPoint (the "RightCHOICE Merger"). The RightCHOICE Merger is being consummated as of the date hereof.

Whereas:
As part of the RightCHOICE Merger, the Missouri Foundation for Health is receiving 4,805,200 shares of WellPoint common stock (the "Foundation Shares"), representing
approximately 6.7% of the outstanding voting securities of WellPoint. The Missouri Foundation for Health is called the "Missouri Foundation" in this addendum.

Whereas:
It remains fundamental to the integrity of the Blue Cross and Blue Shield names and marks that each primary licensee remain independent of any control or influence by any
particular economic interest or other special interest which might impair its ability to (i) exercise independent

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judgment as to the programs which will best meet the needs of the communities in the state or area for which it is responsible or (ii) function as an integral part of the Blue Cross and Blue
Shield national system of health benefits.

Whereas:
In connection with the RightCHOICE Merger, WellPoint has requested that, notwithstanding the concentration of its common stock in the hands of the Missouri Foundation resulting
from the RightCHOICE Merger, the BCBSA grant a waiver of the Ownership Limit in the Primary Blue Cross License.

The parties hereby amend and restate the License Addendum to read as follows:

1.Waiver.BCBSA hereby agrees that the ownership of WellPoint shares by the Missouri Foundation in excess of the number
permitted by the Primary Blue Cross License will not be deemed to provide grounds for termination of the Primary Blue Cross License so long as the conditions specified in Part 2 of this
Addendum are satisfied. In order to obtain the waiver in the preceding sentence, WellPoint agrees that its right to hold and utilize the Primary Blue Cross License will at all times be subject to the
conditions in Part 2 of this Addendum and hereby covenants not to take or allow any action which could provide grounds for termination of the Primary Blue Cross License.

2.Automatic Termination.

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For
the purposes hereof, a person shall be deemed to be an "Institutional Investor" if (but only if) (x) such person is an entity or group identified in
Rule 13d-1(b)(1)(ii) of the rules and regulations promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") as constituted on June 1, 1997, and
(y) every filing made by such person with the Securities and Exchange Commission under Regulation 13D-G (or any successor Regulation) under the Exchange Act with respect to
such person's Beneficial Ownership shall have contained a certification having substantially identical terms to the one required by Item 10 of Schedule 13G as constituted on June 1,
1997. For the purposes hereof, the term "Noninstitutional Investor" means any person who is not an Institutional Investor.



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2.2Applicable Interval.



2.3Waiver.WellPoint shall have the right to request any time prior to the expiration of the Applicable Interval that any
termination which would otherwise be caused by the occurrence of any event listed in Section 2.1 be waived. Once such request has been made by WellPoint to BCBSA, the Primary Blue Cross License
and any related controlled affiliate licenses shall be deemed to remain in full force and effect until a determination has been made by BCBSA. Such determination shall be made by BCBSA's
disinterested member plans and any requested waiver shall be deemed to have been denied unless it shall be approved at the meeting called to consider such waiver by the affirmative vote of a majority
of the disinterested BCBSA member plans and a majority of the then current weighted vote of the disinterested BCBSA member plans. Any such waiver may be conditioned upon such

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additional requirements (including but not limited to requirements imposing new independent grounds for termination of the Primary Blue Cross License) as shall be approved by such vote by the
disinterested BCBSA member plans.

2.4Notice.WellPoint shall notify BCBSA in writing immediately after WellPoint learns of (i) the occurrence of any
event specified in Section 2.1 or (ii) any development or state of facts which it is reasonably possible will lead to the occurrence of any event specified in Section 2.1.

2.5No Implied Exemption for Other Changes.The references in the definitions of "WellPoint's Charter," "WellPoint's Bylaws"
and "Voting Trust Agreement" to possible future amendments thereto or to instruments which may supersede such original instruments in the future shall not be deemed to exempt any amendment or
replacement of any such instrument from the operation of Section 2.1 and any such amendment or replacement shall be deemed to cause an automatic termination at the end of the Applicable
Interval if it changes or impacts any of the terms of the Basic Protections in a manner which causes such termination under the terms in Section 2.1.

2.6Restrictions on Issuance of Securities.WellPoint shall not issue any class or series of securities other than
(i) shares of common stock having identical terms or options or derivatives of common stock; (ii) non-voting, non-convertible debt securities; or
(iii) such other securities as WellPoint may approve, provided that BCBSA shall receive notice at least 30 days prior to the issuance of such securities, including a description of the
terms of such securities, and BCBSA shall have the authority to determine how such securities will be counted in determining whether any person is an Excess Institutional Voter, Excess
Noninstitutional Voter or an Excess Owner.

3.Definitions.The following terms shall have the following meanings as used herein:

3.1Primary Blue Cross License.The term "Primary Blue Cross License" means the license to use the Blue Cross name and all
other rights granted under or by reason of the Blue Cross License Agreement dated as of August 4, 1997 between BCBSA and WellPoint and under any amendments or supplements to, or restatements or
replacements of, that Agreement. The Primary Blue Cross License shall at all times be subject to this Addendum and in the event of any conflict between the Primary Blue Cross License and this
Addendum, this Addendum shall control. In the event the Primary Blue Cross License shall terminate, such termination shall have the effect of terminating the right of any WellPoint subsidiary to use
the Blue Cross name and all other names or rights licensed from BCBSA.

3.2Voting Power.The WellPoint shares Beneficially Owned by any particular person shall be deemed to represent a percentage
of the voting power equal to the percentage of all votes which could be cast in any election of any WellPoint director which could be accounted for by the shares Beneficially Owned by that particular
person. If in connection with an election for any particular position on the WellPoint Board, shares in different classes or series are entitled to be voted together for purposes of such election,
then in determining the number of "all votes which could be cast" in the election for that particular position for purposes of the preceding sentence, the number shall be equal to the number of votes
which would be cast in the election for that particular position if all shares entitled to be voted in such election (regardless of series or class) were in fact voted in such election. If WellPoint
shall issue any series or class of shares for which positions on the Board are reserved or shall otherwise issue shares which have voting rights which can arise or vary based upon terms governing that
class or series, then the percentage of the voting power represented by the WellPoint shares Beneficially Owned by any particular person shall be the highest percentage of the total votes which could
be accounted for by those shares in any election of any director.

3.3WellPoint Share.The term "WellPoint share" designates and includes a share of common stock and a share (or other basic
unit) of any class or series of any other equity security which WellPoint may at any time issue or be authorized to issue.

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3.4Beneficial Ownership:



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3.5Basic Protections:



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3.8Exchange Act.The term "Exchange Act" means the Securities Exchange Act of 1934 as amended or supplemented at the time as
of which the term shall be applied and any other federal law which BCBSA shall reasonably judge to have replaced or supplemented the coverage of the Securities Exchange Act of 1934 as in effect on the
date hereof.

3.9Schedule 13D.The term "Schedule 13D" means a report on Schedule 13D under Regulation 13D
under the Exchange Act as constituted on the date hereof and any report which may be required in the future under any requirement which BCBSA shall reasonably judge to have any of the purposes served
by Schedule 13D on the date hereof.





4.1  WellPoint
covenants that all Relevant Businesses conducted in the State of California by WellPoint or any of its affiliates will be conducted after the date hereof under
the name "Blue Cross of California" and will be conducted utilizing the Blue Cross name and marks in identifying such business. The term "Relevant Businesses" means all health care benefits businesses
which were conducted on February 13, 1996 by California Blue Cross or its subsidiary which then had the name "CaliforniaCare Health Plans" and the businesses in California which may develop or
evolve from those businesses after February 13, 1996. The term "Relevant Businesses" shall not include (except as provided in Section 4.2) the business acquired by California Blue Cross
from Massachusetts Mutual Life Insurance Company on March 31, 1996 (the "MassMutual Business") and shall not include WellPoint's workers' compensation managed care services business.

4.2  On
or prior to May 17, 2001, the MassMutual Business composed of accounts with California headquarters ("California Accounts") were transitioned to being offered
by WellPoint, California Blue Cross, or BC Life & Health Insurance Company and after such transition have used and shall continue to use the Blue Cross name and marks to the extent required by
this Part 4 for businesses operated by those companies. No new California Accounts shall become part of the MassMutual Business after May 17, 1996, but rather all new accounts with
California headquarters arising after May 17, 1996 shall be offered by WellPoint, California Blue Cross, or BC Life & Health Insurance Company and shall use

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the Blue Cross name and marks to the extent required by this Part 4 for businesses operated by those companies.

4.3  BC
Life & Health Insurance Company and WellPoint shall take the actions necessary so that BC Life & Health Insurance Company (i) continuously meets
all qualifications necessary to hold a controlled affiliate license from BCBSA, (ii) utilizes the Blue Cross of California name and Blue Cross marks in marketing materials,
(iii) identifies its products in marketing materials as being brought to its subscribers by "Blue Cross of California," and (iv) shall identify itself in marketing materials as an
affiliate of Blue Cross of California.

4.4  The
covenants in this Part 4 are in addition to and distinct from WellPoint's obligations under the Primary Blue Cross License. For purposes of this Part 4
only, the term "affiliate" does not include the California Foundation or the Missouri Foundation.

5.No Other Waiver.Nothing herein shall constitute a waiver of BCBSA's rights to terminate the Primary Blue Cross License
for any reason allowed under the Primary Blue Cross License other than the reason expressly waived in Part 1 of this Addendum. All agreements, understandings or other circumstances which were
made or arose prior to the issuance of the Primary Blue Cross License granting WellPoint, California Blue Cross or any of their respective subsidiaries or predecessors licenses or rights in the Blue
Cross name or other rights licensed by BCBSA are hereby terminated effective as of the issuance of the Primary Blue Cross License, and neither WellPoint nor California Blue Cross nor any of their
respective affiliates shall have any rights under or by reason of such earlier agreements, understandings or other circumstances. The rights of WellPoint, California Blue Cross and their respective
subsidiaries to use the Blue Cross name and other rights licensed by BCBSA shall instead be derived from the date of issuance of the Primary Blue Cross License exclusively from the Primary Blue Cross
License and related written agreements granted on or after the time of the issuance of the Primary Blue Cross License. The Delaware Addendum shall govern during the period from the issuance of the
Primary Blue Cross License to but not including December 30, 1997; the terms of the 12-30-97 Restatement shall govern from and including December 30,1997 to but
not June 12, 1998; the terms of 6-12-98 Restatement shall govern from and including June 12, 1998 to but not including the date hereof; and the terms of this
amendment and restatement of the License Addendum shall govern from and after the date hereof.

6.Miscellaneous

6.1  WellPoint
shall not assign its rights or obligations under this Addendum to any other person without the prior written consent of BCBSA. BCBSA shall have the right to
assign its rights under this Addendum to any corporation or other entity which shall assume any of its responsibility for the Blue Cross name or other rights licensed under the Primary Blue Cross
License Agreement. This Addendum and the provisions hereof shall be binding upon each of the parties, and their successors and assigns, and shall inure to the benefit of each party's successors and
permitted assignees.

6.2  Any
term or provision of this Addendum may be amended, and the observance of any term of this Addendum may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a writing signed by the party to be bound thereby. Without limiting by implication the generality of the preceding sentence, every time any event listed
in Section 2.1 shall occur, it shall constitute a separate and self-sufficient cause for automatic termination of the Primary Blue Cross License regardless of whether any prior
occurrence of such event or any other event shall have been waived absolutely or conditionally. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver
of the right of such party thereafter to enforce such provisions.

6.3  Each
of the parties acknowledges that the other party will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants
of the other party set

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forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to either party to this Addendum in connection with any such violation or prospective violation,
such party shall have the right to enforce such covenant by specific performance, by injunctive relief or by any other means available to such party at law or in equity.

6.4  WellPoint
warrants to BCBSA that: (i) the RightCHOICE Merger identified in the proxy statement/prospectus dated December 12, 2001 by WellPoint and
RightCHOICE has become effective in Delaware on the terms and with the effect described in that proxy statement / prospectus; (ii) WellPoint provided BCBSA prior to the date hereof with
complete and accurate copies of WellPoint's Charter, WellPoint's Bylaws, the Voting Trust Agreement and the Registration Rights Agreement as constituted on the date hereof; (iii) there has been
no change to any of the things cited in clause (ii); (iv) the Missouri Foundation has executed and delivered the Voting Trust Agreement and the Registration Rights Agreement;
(v) there are no agreements or understandings that govern the rights or obligations of WellPoint or the Missouri Foundation with respect to each other except those cited in clause (iv);
(vi) on the date hereof, the Missouri Foundation Beneficially Owns approximately 6.7% of WellPoint's common stock outstanding; (vii) no person other than the Missouri Foundation and T.
Rowe Price Associatess Beneficially Owns WellPoint shares representing more than 5.0% of the voting power; (viii) on the date hereof and after giving effect to the consummation of the
RightCHOICE Merger, there are no WellPoint shares outstanding other than Common Stock and WellPoint has no obligation to issue any equity securities other than Common Stock; and (ix) the Board
of Directors of WellPoint is on the date hereof composed exclusively of the individuals previously identified to the BCBSA as the individuals who will serve on such Board immediately after completion
of the RightCHOICE Merger. For purposes of the foregoing sentence, the terms "WellPoint shares" and "equity securities" shall not include options to purchase WellPoint Common Stock under WellPoint's
employee benefit plans or WellPoint's Zero Coupon Convertible Subordinated Debentures due 2019.

6.5  The
internal laws of the State of Illinois (irrespective of its choice of law principles) shall govern all issues concerning the validity of this Addendum, the
construction of its terms, and the interpretation and enforcement of the rights and duties of the parties.

Each
of the parties has executed this amendment and restatement of the New Addendum to evidence its agreement to be bound by all of its terms.

| |  | Blue Cross and Blue Shield Association                                                 
| |  | ---------------------------------------------------------------------------------------
| |  | By:                                                                                    
| |  |                                                                                        
| |  |                                                                                        
| |  | WellPoint Health Networks Inc.(a Delaware corporation identified herein as "WellPoint")
| |  | By:                                                                                    
| |  |                                                                                        
| |  |                                                                                        

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