Form of the 4.650% Notes due 2043



 Exhibit 4.5 
 WELLPOINT, INC. 
 THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE
DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS
NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a)
OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 







 WELLPOINT, INC. 
 4.650% Notes due 2043 
 CUSIP No. 94973V BB2 

 

			
	 No. [•]
	 	$[•]

 WellPoint, Inc., a corporation duly organized and existing under the laws of the State of Indiana (herein
called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of [•]
Dollars, as adjusted from time to time in accordance with the Indenture (as defined herein) and indicated on the schedule of exchanges of interests in the global security attached hereto, on January 15, 2043 and to pay interest thereon from
September 10, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15, in each year, commencing July 15, 2013, at the rate of
4.650% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holder of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. 
 Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed. 
  

			
	WELLPOINT, INC.
		
	 By:
	 	  

		 	 Name:

		 	 Title:

		
	 By:
	 	  

		 	 Name:

		 	 Title:

		 	


  

	
	 Attest:

	
	 
	 Name:

	 Title:









 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

		
	 By:
	 	 
		 	 Authorized Signatory










 This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of January 10, 2006 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between
the Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $[•]. 
 The Company will have the right to redeem the Securities in whole at any time or in part from time to time, at its option, on at least 30 days’ but no more than 60 days’ prior written notice
mailed to the registered Holders of the Securities to be redeemed. Upon redemption of the Securities, the Company will pay a redemption price equal to the greater of (i) 100% of the principal amount of such Securities to be redeemed and
(ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) of the notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below), plus 30 basis points, plus accrued and unpaid interest thereon to the Redemption Date. 

“Treasury Rate” means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity, computed as of the second Business Day immediately preceding that redemption date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that redemption date. 
 “Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed. 

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the bid and asked prices
for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, on the third Business Day preceding such redemption date, as contained in the daily statistical release, or any successor release, published by the
Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if the release, or any successor release, is not published or does not contain these prices on that Business Day,
(a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all of these quotations. 
 “Independent Investment Banker” means the
Reference Treasury Dealer appointed by the Company. 
 “Reference Treasury Dealer” means each of Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. and their respective successors, or if at any time any of the above is not a primary U.S. Government securities dealer, any other nationally recognized
investment banking firm selected by the Company that is a primary U.S. Government securities dealer, as well as four other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers.

 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Remaining
Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date for such redemption; provided, however,
that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.








 In the event of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 If less than all the Securities are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate. Unless the Company defaults in
payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption. 
 In the event that the Company’s proposed acquisition of AMERIGROUP Corporation has not been consummated on or prior to September 9, 2013 or if, prior to such date, the Agreement and Plan of
Merger, dated July 9, 2012, by and among the Company, WellPoint Merger Sub, Inc. and AMERIGROUP Corporation, as the same may at the time have been amended, supplemented, restated and/or otherwise modified (the “Merger Agreement”) is
terminated, then the Company must redeem all of the Securities on the Special Redemption Date (as defined below) at a redemption price (the “Special Redemption Price”) equal to 101% of the principal amount of the Securities, plus accrued
and unpaid interest from the date of initial issuance to, but excluding, the Special Redemption Date (subject to the right of Holders of record as of the close of business on a Regular Record Date to receive interest due on the related Interest
Payment Date). “Special Redemption Date” means the earlier to occur of (a) October 9, 2013 and (b) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the
Merger Agreement for any reason. The Company will cause notice of a special redemption to be mailed by first-class mail, postage pre-paid, with a copy to the Trustee, within ten (10) Business Days after the occurrence of the event triggering
special redemption to each Holder of Securities at its registered address. The Trustee shall have no duty to monitor or determine whether or not an event triggering special redemption has occurred. The Trustee may conclusively
presume that an event triggering special redemption has not occurred, unless and until notified to the contrary by the Company or by a Holder of a Security in the manner provided in the Indenture. On or prior to 10:00 a.m., New York City time, on
the Special Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the Indenture) an amount of money
sufficient to pay the Special Redemption Price of, and (except if the Special Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities. Any notice of redemption shall contain the information required by clauses (1),
(2), (4), (5) and (7) of Section 1104 of the Indenture. Notice of redemption having been given as aforesaid, the Securities shall, on the Special Redemption Date, become due and payable at the Special Redemption Price, and from and
after such date (unless the Company shall default in the payment of the Special Redemption Price and accrued interest) the Securities shall cease to bear interest. Upon surrender of any Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Special Redemption Price, together with accrued interest to the Special Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Special Redemption
Date will be payable to the Holders of Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 307 of the
Indenture. The provisions of this paragraph replace in their entirety the provisions of Article Eleven of the Indenture with respect to the Securities, and the provisions of Article Eleven of the Indenture shall not apply as such to the Securities.

 If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Securities in full,
the Company will make an offer to each Holder (the “Change of Control Offer”) to repurchase any and all (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of such Holder’s Securities at a repurchase price in cash
equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, thereon, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control
Triggering Event, the Company will be required to mail a notice to Holders of Securities describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Securities on the date
specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Securities and described
in such notice. The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control
repurchase provisions of the Securities, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control repurchase provisions of the
Securities by virtue of such conflicts. 







 On the Change of Control Payment Date, the Company will be required, to the extent lawful,
to accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer; deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Securities or portions of
Securities properly tendered; and deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an officer’s certificate stating the principal amount of Securities or portions of Securities being purchased.

 The Trustee shall have no duty to monitor or determine whether or not a Change of Control Triggering Event (or any
of its components) has occurred. The Trustee may conclusively presume that a Change of Control Triggering Event (or any of its components) has not occurred, unless and until notified to the contrary by the Company or by the Holders of
the Securities of this series in the manner provided in the Indenture. 
 For purposes of the foregoing discussion of the
applicable Change of Control provisions, the following definitions are applicable: 
 “Below Investment Grade Rating
Event” means the Securities are rated below an Investment Grade Rating by each of the Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could reasonably be expected to result in a
Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies), provided, however, that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of
Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the rating agencies making the reduction in rating to which this definition would otherwise apply do
not announce or publicly confirm or inform the Trustee in writing at its request or the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment Grade Rating Event). 
 “Change of Control” means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of WellPoint and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act) other than to WellPoint or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of WellPoint’s voting stock; or (3) the first day on which a majority of the members
of WellPoint’s Board of Directors are not Continuing Directors; provided, however, that a transaction will not be deemed to involve a Change of Control if the Company becomes a wholly owned subsidiary of a holding company and the holders of the
voting stock of such holding company immediately following that transaction are substantially the same as the holders of the voting stock of the Company immediately prior to that transaction. For purposes of this definition, “voting stock”
means capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of WellPoint, even if the right to vote has been
suspended by the happening of such a contingency. 
 “Change of Control Triggering Event” means the occurrence
of both a Change of Control and a Below Investment Grade Rating Event. 
 “Continuing Directors” means, as of
any date of determination, any member of the Board of Directors of WellPoint who (1) was a member of the Board of Directors of WellPoint on the date of the issuance of the notes; or (2) was nominated for election or elected to the Board of
Directors of WellPoint with the approval of a majority of the Continuing Directors who were members of such Board of Directors of WellPoint at the time of such nomination or election (either by specific vote or by approval of WellPoint’s proxy
statement in which such member was named as a nominee for election as a director, without objection to such nomination). 







 “Fitch” means Fitch Ratings, Inc. 

“Investment Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under a
successor rating category of Moody’s), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category of S&P) or a rating by Fitch equal to or higher than BBB- (or the equivalent under any successor
rating category of Fitch), or a rating by a replacement Rating Agency, if applicable, substantially equivalent to the foregoing ratings or higher. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Rating Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any or all of Moody’s, S&P or
Fitch ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for any of Moody’s S&P or Fitch, or all of them, as the case may be.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain
restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the
effect provided in the Indenture. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security may be registered and
this Security may be exchanged as provided in the Indenture. 







 The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiples of $1,000 thereafter. 
 No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 








 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to:

  
  
 (Insert assignee’s social security or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s
name, address and zip code) 
 and irrevocably
appoint                    as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

  
  
 Your Signature:                              
                                         
                                         
                                         
                                         
                                 

     (Sign exactly as your name appears on the other side of this Security) 

Your Name:                      
                                         
                                         
                                         
                                         
                                         
       
 Date:
                                         
                    
  

									
	Signature Guarantee:	 	 	 	 	*	  

  

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature guarantee programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 

The following exchanges of an interest in this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of
an interest in another Global Security or a Definitive Security for an interest in this Global Security have been made: 
  

									
	 Date of Exchange
	  	Amount of
decrease in
Principal
Amount of this
Global Security	  	Amount of
increase in
Principal
Amount of this
Global Security	  	Principal
Amount of this
Global 
Security
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Securities
Custodian