<PAGE>


                   BYLAWS OF WELLPOINT HEALTH NETWORKS INC.

                                   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 

                                       1.
<PAGE>

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 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 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.  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 to 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 
at the time when delivered personally or deposited in the mail or sent by 
telegram or other means of written communication.

     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.

                                       2.
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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 
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 by law or determined 
by a majority of the Board of Directors to be unadvisable) or by ballot; 
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.

                                       3.
<PAGE>


     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.

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 

                                       4.
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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 written proxy signed by the person and filed with the Secretary of the 
Corporation.  A proxy shall be deemed signed if 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.  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 

                                       5.
<PAGE>


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.

     (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).

                                       6.
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     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 
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 

                                       7.
<PAGE>

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.

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.

                                       8.
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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.

                                       9.
<PAGE>


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 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.

                                       10.
<PAGE>


                                   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 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.

                                       11.
<PAGE>


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 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.

                                       12.
<PAGE>


                                    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.

                                       13.
<PAGE>


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 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.

                                       14.
<PAGE>


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.

                                  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 

                                       15.
<PAGE>

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 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 

                                       16.
<PAGE>

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.

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.

                                       17.
<PAGE>


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.

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.

                                       18.
<PAGE>


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.














                                       19.