Exhibit 10.07

[WELLPOINT LETTERHEAD]

February 4, 2002
John A. O'Rourke
Chairman of the Board and CEO
RightCHOICE, Managed Care, Inc.
Dear John,

On
behalf of WellPoint Health Networks Inc. ("WellPoint" or the "Company"), I am delighted to set forth your terms of employment as President, Central Region. You will report to
Leonard D. Schaeffer, Chairman and Chief Executive Officer, WellPoint Health Networks Inc.

There
are many challenges ahead if we are to achieve our goals and I hope you find these challenges exciting and the opportunity compelling. We are very enthusiastic about your joining
our team.

Your
start date will be the day following the merger date and your starting compensation and benefits for this position will be as follows (subject to the approval of the Compensation
Committee of the Board of Directors):



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|Termination Date |  | Severance                                  |  | Comments                                                                                                          
|---------------- |  | ------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------
|2/1/021/31/03   |  | Two years salary
Two years bonus           |  | Bonus will be greater of target or prior year actual
Eligible for all non-cash benefits per Officer Severance Plan
|2/1/031/31/04   |  | Twenty months salary
Eighteen months bonus |  | Bonus will be greater of target or prior year actual
Eligible for all non-cash benefits per Officer Severance Plan
|After 1/31/04    |  | Fifteen months salary
Twelve months bonus  |  | All benefits per Officer Severance Plan                                                                           



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Note
that the sections above are intended to describe the general provisions of the benefits program. Except with respect to the specific provisions relating to the annual bonus, stock
options, restricted share rights and enhanced severance benefits to which you are entitled pursuant to this letter agreement, if there is any discrepancy between this letter agreement and the plan
documents, the provisions of the plan documents will apply. Subject to the specific provisions relating to the stock option award granted in 2002, the restricted share rights awarded on your start
date and enhanced
severance benefits to which you are entitled pursuant to this letter agreement, WellPoint reserves the right to amend or cancel any of our plans in the future, in accordance with any conditions set
out in those plans; provided, however no such amendment or cancellation will be applicable to you if it is not generally applicable to other officers subject to Insider status pursuant to
Section 16 of the Securities Exchange Act of 1934.

The
benefits described above are summarized in the enclosures.

The
terms of your employment will also include:



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The
Company believes that the employment relationship is based upon the principle of mutual consent. Therefore, both you and the Company will be free to terminate your employment at any
time, with or without cause and with or without notice. While the Company reserves the right to change the other terms, policies, procedures and benefits affecting your employment unless otherwise
prohibited by this letter agreement this "at-will" understanding constitutes the entire agreement concerning this subject and can be altered only by an express written agreement signed by
you and the Compensation Committee of the Board of Directors.

Finally,
as an employee of WellPoint Health Networks Inc., you will be subject to the Company's binding arbitration policy, as more fully described in the enclosed Human Resources
Policy #613, Arbitration.

By
executing this letter agreement, you agree that this letter agreement, including all documents incorporated by reference herein, constitutes the entire understanding between the
parties with respect to your employment with RightCHOICE, WellPoint or an affiliate and compensation or benefits therefrom, superseding all prior agreements (including, but not limited to, the Prior
Employment Agreement and any other agreement, plans or arrangement under which severance or retention benefits might otherwise be payable to you, (collectively the "Prior Agreements")), written or
oral, concerning said employment, compensation or benefits that are not referenced herein and no representation or statements not incorporated or referred to in this offer letter will be binding on
either party; provided, however, nothing in this letter agreement will be treated as a waiver of your rights to benefits under the RightCHOICE Supplemental Executive Retirement Plan or any other
pension or retirement savings plan. You acknowledge and agree that the amounts payable under this letter agreement shall be in lieu of any payments to which you would have been entitled under the
Prior Agreements, and you expressly waive any entitlement to any payments under the Prior Agreements.

In
consideration of (i) your continuing employment and past and future access to confidential, proprietary documents and information of RightCHOICE, WellPoint or an affiliate, and
(ii) the severance and other benefits payable upon a termination of employment with RightCHOICE, WellPoint or an affiliate, you agree to continue to abide by and be bound by (A) the
covenants and agreements set forth in Sections 7-10 of the Prior Employment Agreement and (B) WellPoint's standard agreement of confidentiality; provided that (I) if you
remain employed throughout the two (2) year period following the date hereof, your obligation under (A) of this sentence shall cease at the end of such two (2) year period and
(II) if your employment terminates before the end of such two (2) year period, your obligations under (A) of this sentence shall cease on the later of (1) the date one year
after such termination of employment or (2) the end of the period, if any, for which you are entitled to severance benefits by reason of such termination.

This
letter agreement is made and entered into in the State of Missouri and will be construed under the laws of Missouri, without regard to its conflict of laws rules, to the extent not
preempted by Federal law.

As
mentioned above, the employment terms and conditions set forth in this letter agreement must be approved by the Compensation Committee of the Board of Directors. Your potential
employment has been discussed with the members of the Compensation Committee and they are eager to act quickly upon these matters and hope you will decide to join us. If the Compensation Committee has
not disapproved this letter agreement by February 15, 2002, the approval of the Compensation Committee will be deemed to have been given and the terms of this letter agreement shall become
operable retroactive to your start date.

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If
you have any questions with regard to your position or the content of this letter, please feel free to contact me at (805) 557-5640.

|Very truly yours,                                       |  | 
|------------------------------------------------------- |  | 
|/s/J. THOMAS VAN BERKEM                                 |  | 
|JTVB/pt
Enclosures                                      |  | 
|cc: Leonard D. Schaeffer                                |  | 
|Agreed and consented to this 4th day of February, 2002:
|                                                        |  | 
|/s/JOHN A. O'ROURKEJohn A. O'Rourke                     |  | 
|                                                        |  | 

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