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EXHIBIT 4.1  


 
 

FORM OF NOTE    
  


        UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 


No. 1




	 	 	CUSIP No. 94973HAC2




 
 
 

WELLPOINT HEALTH NETWORKS INC.
  63/8% Notes due 2012    
  


        WellPoint Health Networks Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $                      on
January 15, 2012, and to pay interest thereon semi-annually on
January 15 and July 15 (the "Interest Payment Dates") in each year, commencing July 15, 2002, at the rate of 63/8% per annum until the principal hereof is paid or
made available for payment. Notwithstanding the foregoing, this Security shall bear interest from the most recent Interest Payment Date to which interest in respect hereof has been paid or duly
provided for, unless (i) the date hereof is such an Interest Payment Date, in which case from the date hereof, or (ii) no interest has been paid on this Security, in which case from
January 16, 2002; provided, however, that if the Issuer shall default in the payment of interest due on the date hereof, then this Security shall bear interest from the next preceding Interest
Payment Date to which Interest has been paid or, if no interest has been paid on this Security from January 16, 2002. Notwithstanding the foregoing, if the date hereof is after January 1
or July 1 (whether or not a Business Day) (the "Record Date"), next preceding an Interest Payment Date and before such Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; provided, however, that if the Issuer shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding
Interest Payment Date to which interest has been paid or, if no interest has been paid on this Security, from January 16, 2002. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at
the close of business on the Record Date next preceding such Interest Payment Date. Interest on this Security will be computed and paid on the basis of a 360-day year of twelve
30-day months. 


        Payment
of the principal of and interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in 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; provided, however, that at the option of the Issuer payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register. 





 



        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 Issuer has caused this instrument to be duly executed under its corporate seal. 



	

 	
 	

WELLPOINT HEALTH NETWORKS INC.
	

 	
 	

By:	
 	


	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

By:	
 	


	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

Attest:	
 	

 	
 	

 	
 	

 
	

	
 	

 	
 	

 	
 	

 




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TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


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



	



 Dated: January 16, 2002	
 	

THE BANK OF NEW YORK,

as Trustee
	

By:	
 	

 	
 	

 
	 	 	
	 	Authorized Signatory








Reverse of Security

WELLPOINT HEALTH NETWORKS INC.  


        This Security is one of a duly authorized issue of securities of the Issuer (herein called the "Securities"), issued and to be issued in one or more series under
an Amended and Restated Indenture, dated as of June 8, 2001 (herein called the "Indenture"), between the Issuer and The Bank of New York, as Trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Issuer,
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 Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any),
may have different conversion provisions (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as in
the Indenture provided. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different
rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any). 


        The
Securities of this series are subject to redemption upon not less than 15 nor more than 45 days' notice by mail, in whole or in part, at the election of the Issuer at any time
or from time to time, at a redemption price equal to the greater of the following amounts: 



	(i)
	100%
of the principal amount of the Securities being redeemed on the redemption date; or



	(ii)
	the
sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed on the redemption date (not including any portion of any
payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined below), as determined by the Reference Treasury Dealer (as
defined below), plus 25 basis points; 




        plus,
in each case, accrued and unpaid interest on the Securities to the redemption date. 


        Notwithstanding
the foregoing, installments of interest on Securities that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the
interest payment date to the registered holders as of the close of business on the relevant record date according to the Securities and the Indenture. The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. 



        Once
notice of redemption is mailed, the Securities called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and
unpaid interest to the redemption date. 


        "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity 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 such redemption date. 


        "Comparable
Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities 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 securities. 


        "Comparable
Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest 





 




such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation. 


        "Reference
Treasury Dealer" means (A) J.P. Morgan Securities Inc. and Deutsche Banc Alex. Brown Inc. (or their respective affiliates which are Primary Treasury
Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"),
the Company will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company. 



        "Reference
Treasury Dealer Quotation" 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. 


        If
an Event of Default with respect to Securities of this series shall occur and be continuing, then the Trustee or the Holders of not less than 25% in aggregate principal amount
(calculated as provided in the Indenture) of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be 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 or supplementing thereof and the modification of the rights and obligations of the Issuer and the rights
of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount (calculated as provided in the Indenture) of the Securities at the time Outstanding of each series to be affected (all such series voting as a single class) by such amendment,
supplement or modification;  provided  , that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend
the time
of payment of interest thereon, or reduce any amount payable on the redemption hereof or impair or affect the rights of any Holder to institute suit for the payment thereof without the consent of the
holder of each Security so affected; or (b) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, without the
consent of the holders of all Securities then outstanding. 


        The
Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities of
each series at the time outstanding, on behalf of the Holders of all Securities of such series, to waive certain past defaults or Events of Default under the Indenture (except a default in the payment
of the principal of or interest on any of the Securities of such series) and the consequences of any such defaults or Events of Default. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) 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. 


        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay
the principal of and interest, if any, on this Security at the times, place and rate, if any, 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 is registrable in the Security register, upon due surrender or
presentment of this Security 


2





 




for registration of transfer at the office or agency of the Issuer in any place where the principal of and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the Security registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series, having the same interest rate and maturity and bearing interest from the same date as this Security, of any authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. 


        The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having
the same interest rate and maturity and bearing interest from the same date as such Securities, as requested by the Holder surrendering the same. 


        No
service charge shall be made for any such registration of transfer or exchange, but the Issuer 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 Issuer, the Trustee and any agent of the Issuer 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 notwithstanding any notation of ownership or other writing thereon, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary. All payments made to or upon the order of such registered Holder, shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for monies payable on this Security. 


        No
recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Issuer in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be
had against any incorporator, stockholder, official or director, as such, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor
entity, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released. 


        All
terms used in this Security and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 



        This
Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. 


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FORM OF NOTE

WELLPOINT HEALTH NETWORKS INC. 6 3/8% Notes due 2012