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Exhibit 4.2    
    


 
 

BYLAWS OF WELLPOINT HEALTH NETWORKS INC.
  As of February 5, 2004    



ARTICLE I

OFFICES  


        Section 1.    Principal Office    


        The
Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of Delaware. If the principal executive office
is located outside this state, and the Corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of Delaware. 


        Section 2.    Other Offices    



        The
Board of Directors may at any time establish branch or subordinate offices at any place or places within or outside the State of Delaware as the Board of Directors may from time to
time determine or as the business of the Corporation may require. 


ARTICLE II

MEETINGS OF STOCKHOLDERS  


        Section 1.    Place of Meetings    



        Meetings
of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation by the Board of
Directors, stockholders' meetings shall be held at the principal executive office of the Corporation. 


        Section 2.    Annual Meetings    


        The
annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before such meeting shall be held on the second
Tuesday of May each year at 10:00 A.M., if not a legal holiday under the laws of the place where such meeting is to be held, and if a legal holiday, then on the next succeeding day not a legal
holiday under the laws of that place, or on such other date and at such hour as may be fixed from time to time by the Board of Directors. 


        Section 3.    Special Meetings    


        Subject
to the rights of holders of any class or series of stock having a preference over the Corporation's common stock (the "Common Stock"), a special meeting of the stockholders may
be called at any time by a majority of the entire Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than 10% of the votes at the meeting. 


        If
a special meeting is called by any person or persons other than the Board of Directors, the Chairman of the Board or the President, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to
the Chairman of the Board, the President, any Vice President, or the Secretary of the Corporation. 


        Section 4.    Notice of Stockholders' Meetings    


        All
notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than 10 nor more than 60 days
before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the 


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general
nature of the business to be transacted, and no other business may be transacted or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of
giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the
notice to be presented by the Board of Directors for election. 


        If
action is proposed to be taken at any meeting for approval of (i) amendment of the Certificate of Incorporation, pursuant to Section 242 of the Delaware General
Corporation Law (the "DGCL"), (ii) a merger or consolidation of the Corporation, pursuant to Subchapter IX of the DGCL, or (iii) a voluntary dissolution of the
Corporation, pursuant to Subchapter X of the DGCL; the notice shall also state the general nature of that proposal. 


        Section 5.    Manner of Giving Notice; Affidavit of Notice    


        Notice
of any meeting of stockholders shall be given either (i) personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the
stockholder at the address of that stockholder appearing on the books of the Corporation or given by the stockholder to the Corporation for the purpose of notice, or (ii) in the form of
electronic transmission to stockholders who have consented to receive notice in such form. If no such address appears on the Corporation's books or is given, notice shall be deemed to have been given
if sent to that stockholder by first-class mail or telegraphic or other written communication from the Corporation's principal executive office, or if published at least once in a newspaper of general
circulation in the county in which that office is located. Notice shall be deemed to have been given (i) if by mail, telegram or other means of written communication, at the time when delivered
personally or deposited in the mail or sent by telegram or other means of written communication, (ii) if by facsimile telecommunication, when directed to a number at which the stockholder has
consented to receive notice; (iii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive such notice; (iv) if by a posting
on an electronic network together with a separate notice to the stockholder of such specific posting, upon the later to occur of (a) such posting, or (b) the giving of the separate
notice of such posting; or (v) if by any other form of electronic communication, when directed to the stockholder in the manner consented to by the stockholder. Any such consent shall be
revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two
consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer
agent or other person responsible for giving notice; provided, however, that inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. 



        If
any notice addressed to a stockholder at the address of that stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to deliver the notice to the stockholder at that address, all future notices or reports shall be deemed to have been duly given
without further mailing if such notices or reports shall be available to the stockholder on written demand of the stockholder at the principal executive office of the Corporation for a period of one
year from the date of the giving of such notice or report to other stockholders. 


        An
affidavit of the mailing or other means of giving any notice of any stockholders' meeting shall be executed by the Secretary, Assistant Secretary, or any transfer agent of the
Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation. 


        Section 6.    Quorum    


        The
presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of stockholders shall constitute a quorum (unless reduced by an amendment to
the Certificate of Incorporation of the Corporation, but in any case no fewer than one-third of the shares 


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entitled
to vote) for the transaction of business. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. 


        Section 7.    Adjourned Meeting; Notice    



        Any
stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II. 


        When
any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced
at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 30 days from the date set for the
original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned
meeting in accordance with the provisions
of Sections 4 and 5 of this Article II. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. 


        Section 8.    Voting    


        The
stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the
provisions of Section 217 of the DGCL (relating to voting shares held by a fiduciary, pledges or in joint ownership). The stockholders' vote may be by voice vote (unless required otherwise by
law or determined by a majority of the Board of Directors to be unadvisable) or by ballot (including ballots submitted by telephonic or electronic transmission); provided,
however, that any election for directors must be by ballot if demanded by any stockholder before the voting has begun. Any stockholder may vote part of the shares in favor of
the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the stockholder fails to specify the number of shares which such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's approving vote is with respect to all shares that such stockholder is entitled to vote. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the stockholders, unless the vote of a
greater number or voting by classes is required under applicable law or by the Certificate of Incorporation. 


        At
a stockholders' meeting at which directors are to be elected, no stockholder shall be entitled to cumulate votes. 


        At
any meeting of stockholders at which shares of Common Stock are voted that are held of record by the trustee pursuant to the Voting Trust Agreement (the "Foundation Voting Trust")
effective as of May 20, 1996 by and between California HealthCare Foundation and Wilmington Trust Company, as trustee (the "Foundation Trust Shares") (or any successor agreement thereto) or
held by the Share Escrow Agent pursuant to Article VII of the Corporation's Certificate of Incorporation ("Excess Shares"), the polls at such meeting shall be conditionally closed following
such time as stockholders have cast their votes either by proxy or by ballot. Thereafter, following a preliminary tabulation of the votes cast at such meeting, the polls shall be reopened solely for
the purpose of permitting the Foundation Trust Shares, and any Excess Shares pursuant to Article VII of the Corporation's Certificate of Incorporation, if any, to be voted in accordance with
the Foundation Voting Trust, or Article VII of the Corporation's Certificate of Incorporation, as the case may be. 


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        Section 9.    Waiver of Notice or Consent by Absent Stockholders    


        The
transactions of any meeting of the stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote thereat, not present in person or by proxy, signs
a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or
the purpose of any annual or special meeting of stockholders. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 


        Attendance
by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the
notice of the meeting if that objection is expressly made at the meeting. 


        Section 10.    Stockholder Action by Written Consent Without a Meeting    


        Notwithstanding
anything contained in these Bylaws to the contrary, no action required or permitted to be taken at any meeting of stockholders of the Corporation may be taken by written
consent without a meeting of stockholders. 


        Section 11.    Record Date for Stockholder Notice and Voting    



        For
purposes of determining the stockholders entitled to notice of any meeting or to vote, the Board of Directors may fix, in advance, a record date, which shall not be more than
60 days nor less than 10 days before the date of any such meeting, and in this event only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding
any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the DGCL. 


        If
the Board of Directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close
of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is
held. 


        Section 12.    Proxies    


        Every
person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a proxy signed by the person and
filed with the Secretary of the Corporation. A proxy shall be deemed signed if (i) the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the stockholder or the stockholder's attorney in fact or (ii) the stockholder or the stockholder's attorney in fact transmits by any means permitted by law,
including by means of telephonic or electronic transmission, to the person who will be the holder of the proxy (or to a proxy solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such transmission) the stockholder's authorization for such person who will be the holder of the proxy to act for such
stockholder. With respect to proxies delivered pursuant to clause (ii) of the immediately foregoing sentence, the inspector of elections or other person designated by the Board of Directors of
the Corporation shall (a) determine whether such proxy is valid because it sets forth or was submitted with information from which it can be determined that the transmission was authorized by
the stockholder and (b) in making that determination shall specify the information upon which the inspector of elections or such other person relied. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used, provided that such copy, 


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facsimile
telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is
revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the
maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid
after the expiration of three (3) years from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212 of the DGCL. 


        Section 13.    Inspectors of Election    


        Before
any meeting of stockholders, the Board of Directors shall appoint a person other than nominees for office, directors or stockholders to act as inspectors of election at the
meeting or its adjournment. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting shall appoint a person to fill that vacancy. 


        The
inspector shall: 


        (a)   Determine
the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies; 


        (b)   Receive
votes or ballots; 


        (c)   Hear
and determine all challenges and questions in any way arising in connection with the right to vote; 


        (d)   Count
and tabulate all votes; 


        (e)   Determine
when the polls shall close; 


        (f)    Determine
the result; and 


        (g)   Do
any other acts that may be proper to conduct the election or vote with fairness to all stockholders. 


ARTICLE III

DIRECTORS  


        Section 1.    Powers    



        Subject
to the provisions of the DGCL and any limitations in the Corporation's Certificate of Incorporation relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. 


        Without
prejudice to these general powers, and subject to the same limitations, the directors shall have the power to: 


        (a)   Select
and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Certificate of
Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service. 


        (b)   Change
the registered office in the State of Delaware from one location to another; cause the Corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or outside the State of Delaware; and designate any place within or outside the State of Delaware for the holding of any stockholders' meeting, or
meetings, including annual meetings. 


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        (c)   Adopt,
make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates. 


        (d)   Authorize
the issuance of shares of stock of the Corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or
securities cancelled, or tangible or intangible property actually received. 



        (e)   Borrow
money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation's purposes, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. 


        Section 2.    Number and Qualification of Directors    


        Until
the expiration of the Initial Period, the Board of Directors shall consist of nine (9) members. For purposes hereof, "Initial Period" shall mean the period commencing
as of May 20, 1996 and ending upon the date on which California HealthCare Foundation and its affiliates, when taken together, cease to Beneficially Own Capital Stock (as defined in
Section 14(d) of Article VII of the Corporation's Certificate of Incorporation) in excess of the Ownership Limit (as defined in Section 14(f) of Article VII of the
Corporation's Certificate of Incorporation). 


        Each
of the directors of the Corporation shall hold office for the term for which he or she is elected and until (i) his or her successor has been elected and qualified or
(ii) his or her earlier death, resignation or removal. The directors of the Corporation shall be classified, with respect to the time for which they hold office, into three classes as nearly
equal in number as possible: Class I, consisting of Roger E. Birk, Elizabeth A. Sanders and Sheila P. Burke, whose term expires at the annual meeting of stockholders held in 2000, and
Class II, consisting of David R. Banks and Stephen L. Davenport, whose term expires at the annual meeting of stockholders held in 1998 and Class III, consisting of Julie A. Hill, W.
Toliver Besson and Leonard D. Schaeffer, whose term expires at the annual meeting of stockholders held in 1999, with each class to hold office until its successors are elected and qualified. If
the number of directors is changed by the Board of Directors, then any newly created directorships or any decrease in directorships shall be so apportioned among the classes as to make all classes as
nearly equal as possible; provided, that no decrease in the number of directors shall shorten the term of any incumbent director. At each annual meeting
of the stockholders, subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. 


        Directors
need not be stockholders. In any election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall
be deemed to be elected. 


        Section 3.    Vacancies    



        In
the case of any vacancy on the Board of Directors or in the case of any newly created directorship, a director elected to fill the vacancy or the newly created directorship for the
unexpired portion of the term being filled, shall be elected by a vote of not less than a majority of the directors of the Corporation then in office, from a list of one or more persons proposed in
accordance with the nominating process specified in Article IV, Section 2 of these Bylaws, or, in the absence of such list being arrived at in accordance with the nominating process
specified in Article IV, Section 2 of these Bylaws, then by the vote of a majority of the Board of Directors, provided, however, during
the Initial Period, in the case of replacing or filling a vacancy of a BCC Designee (as such term is defined in Article IV, Section 2), the vote shall be of not less than a majority of
the remaining BCC Designees and, in the case of replacing or filling a vacancy of a WellPoint Designee (as such term is defined in Article IV, Section 2), the vote shall be of not less
than a majority of the remaining WellPoint 


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Designees.
Each director so elected shall hold office until the next annual meeting of the stockholders at which the class for which such director has been chosen is elected and until a successor has
been elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors
by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if
the stockholders fail, at any meeting of stockholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting. 


        The
stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. 



        Any
director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later
time for that
resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. 


        No
reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 


        Section 4.    Removal of Directors    



        Any
or all of the directors may be removed, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the shares of the Corporation's stock
entitled to vote at an election of directors. However, a director may not be removed without cause if the votes cast against removal of the director would be sufficient to elect the director if voted
cumulatively (without regard to whether shares may otherwise be voted cumulatively) at an election at which the same total number of votes were cast and either the number of directors elected at the
most recent annual meeting of the stockholders, or if greater, the number of directors for whom removal is being sought, were then being elected. 



        Section 5.    Place of Meetings and Meetings by Telephone    


        Regular
meetings of the Board of Directors may be held at any place within or outside the State of Delaware that has been designated from time to time by resolution of the Board of
Directors. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board of Directors shall be held at any
place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the
Corporation. Any meeting, regular or special, may be held by conference telephone, electronic video screen communication or other communications equipment, if (1) each member participating in
the meeting can communicate with all of the other members concurrently, (2) each member is provided the means of participating in all matters before the Board of Directors, including the
capacity to propose, or to interpose an objection, to a specific action to be taken by the Corporation, and (3) the Corporation adopts and implements some means of verifying that (a) a
member communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the meeting and (b) all statements, questions, actions, or
votes were made by that director and not by another person not permitted to participate as a director. Participation in a meeting as permitted by this Section 5 constitutes presence in person
at such meeting. 


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           Section 6.    Regular Meetings    


        Regular
meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held
without notice. 


        Section 7.    Special Meetings    


        Special
meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President or by a majority of directors. 


        Notice
of the time and place of special meetings (but the purpose need not be stated) shall be delivered personally or by telephone, facsimile, or electronic mail message to each
director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's residence or usual place of business. In case the notice is mailed, it shall be
deposited in the United States mail at least two (2) calendar days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone, facsimile,
electronic mail message, or telegram, it shall be delivered personally or by telephone, facsimile, electronic mail message, or to the telegraph company at least forty-eight (48) hours before
the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving
the notice has reason to believe will promptly communicate it to the director. As used herein, notice by telephone shall be deemed to include a voice messaging system or other system or technology
designed to record and communicate messages, or wireless, to the recipient, including the recipient's designated voice mailbox or address on such a system. 


        Section 8.    Quorum    


        A
majority of the authorized number of directors shall constitute a quorum for the transaction of business, except as so provided in Section 14 of this Article and as provided in
Article IV. Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors,
subject to the provisions of Section 144 of the DGCL (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 141
of the DGCL (as to appointment of committees), and Section 145 of the DGCL (as to indemnification of directors). A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. 


        Section 9.    Waiver of Notice    


        The
transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the
minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes
of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement the lack of notice to that director. 


        Section 10.    Adjournment    



        A
majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 


        Section 11.    Notice of Adjournment    


        Notice
of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of the time and place
shall be given 


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prior
to the time of the adjourned meeting, in the manner specified in Section 7 of this Article III, to the directors who were not present at the time of the adjournment. 


        Section 12.    Action Without Meeting    


        Any
action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing
to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board. 


        Section 13.    Fees and Compensation of Directors    


        Directors
and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the
Board of Directors. This Section 13 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and
receiving compensation for those services. 


        Section 14.    Rules and Regulations    



        The
Board of Directors may adopt such rules and regulations not inconsistent with the provisions of the Certificate of Incorporation, these Bylaws or applicable law for the conduct of
its meetings and management of the affairs of the Corporation as the Board of Directors may deem to be proper. 


        Section 15.    Loans by the Corporation to Officers.    


        The
Board of Directors, acting alone (by a vote sufficient without counting the vote of any interested director or directors), and without any approval of the stockholders of the
Corporation, shall be authorized to approve the making of any loan of money or property by the Corporation to, or the guarantee by the Corporation of the obligation of, any officer (whether or not a
director) of the Corporation, or an employee benefit plan authorizing such a loan or guaranty to an officer (whether or not a director), if the Board of Directors determines that such a loan or
guaranty or plan may reasonably be expected to benefit the Corporation. 


ARTICLE IV

COMMITTEES  


        Section 1.    Committees    



        The
Board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the
pleasure of the Board, provided, however, that any executive committee established pursuant to this provision shall, during the Initial Period, have at
least one member who shall be a BCC Designee (as hereinafter defined) and a majority of members who shall be non-BCC Designees. Subject to
Section 2 of this Article IV, the Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of
such committee. Any committee, to the extent allowed by law and provided in these Bylaws or the resolution establishing the committee, shall have all the authority of the Board in the management and
of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board when required. 


        Section 2.    Nominating Committee    


        There
shall be a Nominating Committee of the Board which shall consist of three directors, at least one of whom shall be a BCC Designee and a majority of members who shall be
non-BCC Designees, and all of whom shall be independent, but none of whom shall consist of the Chairman of the Board so long as the Chairman of the Board is also an executive officer of
the Corporation. The 


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Nominating
Committee shall continue in existence, with the power and authority specified in this Section 2, at least until the expiration of the Initial Period. So long as it shall remain in
existence, the Nominating Committee shall have the power, acting by majority vote, to nominate persons to serve as directors of the Corporation, subject (i) to any rights of stockholders under
law to nominate persons to serve as directors, (ii) in the case of a person nominated to be a replacement for any BCC Designee on the Board, the BCC Designee member(s) of the Nominating
Committee shall have a veto vote, (iii) in the case of a person nominated to be a replacement for any WellPoint Designee on the Board, the Nominating Committee shall not nominate such a person
if a majority of the WellPoint Designee members of the Nominating Committee oppose such a nomination, (iv) to any contractual obligations of the Corporation, and (v) to the next
paragraph hereof. 


        So
long as the Nominating Committee shall remain in existence, if the Nominating Committee is unable to nominate a candidate for the Corporation's Board of Directors as set forth above
on a timely basis, nominations shall be made by vote of a majority of the Board of Directors, provided, however,in the case of replacing a BCC Designee,
by vote of a majority of the remaining BCC Designees or, in the case of replacing a WellPoint Designee, by vote of a majority of the remaining WellPoint Designees and with respect to any other
position on the Board, by a vote of a majority of the Board of Directors. 


        As
used in these Bylaws, "BCC Designee" means each of W. Toliver Besson, Stephen L. Davenport and Sheila P. Burke, or a direct or indirect replacement thereof; "WellPoint Designees"
shall mean Leonard D. Schaeffer, David R. Banks, Roger E. Birk, Julie A. Hill and Elizabeth E. Sanders, or a direct or indirect replacement thereof. 



        Section 3.    Powers of Committees    


        Any
committee, to the extent allowed by law and provided in these Bylaws or the resolution of the Board of Directors establishing the committee, shall have all the authority of the Board
of Directors, except with respect to: 


        (a)   the
approval of any action which, under the DGCL, also requires stockholders' approval or approval of the outstanding shares; 


        (b)   the
filling of vacancies on the Board of Directors or in any committee; 


        (c)   the
fixing of compensation of the directors for serving on the Board of Directors or on any committee; 


        (d)   the
amendment or repeal of Bylaws or the adoption of new Bylaws; 


        (e)   the
amendment or repeal of any resolution of the Board of Directors; 


        (f)    a
distribution to the stockholders of the Corporation, except at a rate or in a periodic amount or within a price range set forth in the Corporation's Certificate of
Incorporation or determined by the Board of Directors; or 


        (g)   the
appointment of any other committees of the Board of Directors or the members of these committees. 


        Section 4.    Meetings and Action of Committees    


        Meetings
and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 5 (place of meetings),
Section 6 (regular meetings), Section 7 (special meetings and notice), Section 8 (quorum), Section 9 (waiver of notice), Section 10 (adjournment), Section 11
(notice of adjournment), and Section 12 (action without meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of
Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the 


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committee;
special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. 


ARTICLE V

OFFICERS  


        Section 1.    Officers    


        The
officers of the Corporation shall be a Chairman of the Board, a President, a Secretary, and a Chief Financial Officer. The Treasurer is the Chief Financial Officer of the Corporation
unless the Board of Directors has by resolution determined a Vice President or other officer to be the Chief Financial Officer. The Corporation may also have, at the discretion of the Board of
Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. Any number of offices may be held by the same person. 


        Section 2.    Election of Officers    


        The
officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be
chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under an express written contract of employment. 


        Section 3.    Subordinate Officers    


        The
Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors or the President may from time to time determine. 



        Section 4.    Removal and Resignation of Officers    


        Except
as otherwise provided in these Bylaws and subject to the rights, if any, of any officer under an express written contract of employment, any officer may be removed, either with or
without cause, by the Board of Directors, at any regular or special meeting of the Board of Directors, or except in the case of an officer chosen by the Board of Directors, by any officer upon whom
such power of removal may be conferred by the Board of Directors. 


        Any
officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if
any, of the Corporation under any contract to which the officer is a party. 


        Section 5.    Vacancies in Offices    


        A
vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to
that office. 


        Section 6.    Chairman of the Board    


        The
Chairman of the Board shall, when present, preside at meetings of the Board of Directors and, when present, preside at the meetings of the stockholders. The Chairman of the Board
shall perform such duties and possess such powers as are usually vested in the office of the Chairman of the 


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Board
or as may be vested in the Chairman of the Board by the Board of Directors, subject to the terms of his or her employment agreement. 


        Section 7.    President/Chief Executive Officer    


        The
President shall be the chief operating officer of the Corporation. He shall also be the chief executive officer of the Corporation, unless such title is assigned to the Chairman of
the Board. The President shall perform such duties and possess such powers as are usually vested in the office of the President or as may be vested in the President by the Board of Directors, subject
to the terms of his or her employment agreement. 


        Section 8.    Vice President    


        In
the absence or disability of the President, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by
the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The vice presidents
shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws, and the President, or the Chairman of
the Board. 


        Section 9.    Secretary    


        The
Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings. 



        The
Secretary shall keep or cause to be kept, at the principal executive office or at such other place as designated by the Board of Directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation. 


        The
Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep
the seal of the Corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws. 


        Section 10.    Chief Financial Officer    


        The
Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of
the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be
open to inspection by any director. 


        The
Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or
by the Bylaws. 


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ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND FIDUCIARIES  


        Section 1.    Indemnification of Directors and Officers    


        The
Corporation shall be required, to the maximum extent permitted by the DGCL, to indemnify each of its directors and officers against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was a director, officer, employee, or other agent of the Corporation
or a Predecessor Corporation or is or was serving at the request of the Corporation or a Predecessor Corporation as a director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. For purposes hereof, "Predecessor Corporation" shall mean WellPoint Health Networks Inc., a California corporation ("WellPoint"). 


        Section 2.    Indemnification of Other Agents    



        The
Corporation may, in its absolute discretion, up to the maximum extent permitted by the DGCL, indemnify each of its agents who are not required to be indemnified under
Section 1 of this Article VI against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of
the fact that any such person is or was an agent of the Corporation or a Predecessor Corporation. For purposes of this Section 2, an "agent" of the
Corporation includes any person who is or was an employee or other agent of the Corporation or a Predecessor Corporation, or is or was serving at the request of the Corporation or a Predecessor
Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. 


        Section 3.    Indemnification of Fiduciaries    


        The
Corporation shall indemnify any director, officer, employee, or other agent of the Corporation against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was a trustee, investment manager, or other fiduciary under any employee benefit plan of
the Corporation (or a Predecessor Corporation). The provisions of this Section 3 shall be deemed to constitute a contract between the Corporation (or any Predecessor Corporation) and any such
indemnified person, or for the benefit of any such indemnified person. 


        Section 4.    Advances of Expenses    


        To
the extent permitted by the DGCL, expenses incurred in defending any proceeding in the cases described in Sections 1 and 3 of this Article VI shall, and in the case described
in Section 2 of this Article VI may, be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of any undertaking by or on behalf of the agent to
repay such amount, if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this section. 


ARTICLE VII

RECORDS AND REPORTS  


        Section 1.    Maintenance and Inspection of Share Register    



        The
Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of
Directors, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder. 


        Any
stockholder of the Corporation may upon written demand under oath stating the proper purpose thereof (i) inspect and copy the records of stockholders' names and addresses and 


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shareholdings
during usual business hours upon five (5) days' prior written demand on the Corporation, or (ii) obtain from the transfer agent of the Corporation, upon the tender of such
transfer agent's usual charges for such list, a list of the stockholders' names and addresses entitled to vote for the election of directors, and their shareholdings, as of the most recent record date
for which that list has been compiled or as of a date specified by the stockholder subsequent to the date of demand. This list shall be made available to any such stockholder by the transfer agent on
or before the later of five days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of stockholders shall also be open to
inspection on the written demand of any stockholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a
stockholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the stockholder or holder of a
voting trust certificate making the demand. 


        Section 2.    Maintenance and Inspection of Bylaws    



        The
Corporation shall keep at its principal executive office the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the stockholders at all
reasonable times during office hours. 


        Section 3.    Maintenance and Inspection of Other Corporate Records    


        The
accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such
place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to
inspection upon the written demand of any stockholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the stockholder's
interests as a stockholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and to make extracts. 


        Section 4.    Inspection by Directors    



        Every
director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of
its subsidiary
corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. 


ARTICLE VIII

GENERAL CORPORATE MATTERS  


        Section 1.    Record Date for Purposes Other Than Notice and Voting    



        For
purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of
any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before any such action, and in that case only
stockholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the DGCL. 



        If
the Board of Directors does not so fix a record date, the record date for determining stockholders for any such purpose shall be at the close of business on the date on which the
Board of Directors adopts the applicable resolution. 


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        Section 2.    Checks, Drafts, Evidences of Indebtedness    



        All
checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by
such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. 


        Section 3.    Executing Corporate Contracts and Instruments    


        The
Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the
name of and on
behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an
officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
any amount. 


        Section 4.    Certificates for Shares    


        A
certificate or certificates for shares of the capital stock of the Corporation shall be issued to each stockholder when any of these shares are fully paid, and the Board of Directors
may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state thereon the amount of the consideration to be paid for them and the amount paid. All
certificates shall be signed in the name of the Corporation by the Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the stockholder. Any or all of the signatures on the certificate may be facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before
that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue. Notwithstanding the
foregoing, the Board of Directors may provide by resolution or resolutions that some or all of any or classes or series of capital stock of the Corporation shall be issued in uncertificated form. 


        Section 5.    Lost Certificates    


        Except
as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and
cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the Board of Directors may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to
protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate. 


        Section 6.    Representation of Shares of Other Corporations    


        The
Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is
authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to
these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person
or by any person authorized to do so by a proxy duly executed by these officers. 


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        Section 7.    Construction and Definitions    



        Unless
the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the
generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. 


ARTICLE IX

AMENDMENTS  


        Section 1.    Amendment by Stockholders    



        New
Bylaws may be adopted or these Bylaws may be amended or repealed by the vote of holders of a majority of the outstanding shares entitled to vote, except as otherwise provided by law
or in the Certificate of Incorporation. 


        Section 2.    Amendment by Directors    


        Subject
to the rights of the stockholders as provided in Section 1 of this Article IX, to adopt, amend, or repeal Bylaws, and subject to the provisions of the Certificate
of Incorporation, Bylaws may be adopted, amended, or repealed by the Board of Directors; provided, however, that the Board of Directors may adopt a
Bylaw or amendment of a Bylaw changing the authorized number of directors only for the purpose of fixing the exact number of directors within the limits specified in the Certificate of Incorporation. 


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QuickLinks



Exhibit 4.2


BYLAWS OF WELLPOINT HEALTH NETWORKS INC. As of February 5, 2004