Specimen of Certificate of the Registrant's Common Stock


 Exhibit 4.1 
  

[FACE OF CERTIFICATE] 
  

					
	 NUMBER
	  	WLP	  	COMMON STOCK

  
  
 INCORPORATED UNDER THE LAW OF THE STATE OF INDIANA 
  
 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK CITY, NY 
  
  
 [VIGNETTE] 
  
 WellPoint, Inc. 
  
 SHARES 
  
 COMMON STOCK 
  

			
	 $0.01 PAR VALUE PER SHARE
	  	CUSIP 94973V 10 7

  
 SEE REVERSE FOR CERTAIN
DEFINITIONS 
  
  
 THIS CERTIFIES THAT
                                        
                     IS THE RECORD HOLDER OF
                                        
                 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF WellPoint, Inc. (the “Corporation”), transferable on the books of the Corporation by the registered holder hereof in person or by its duly
authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Incorporation and By-Laws of the
Corporation and any amendments thereto. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

							
	Dated:                                    	  	/sig/	  	        [SEAL]        	  	/sig/
	 	  	SECRETARY                                     
       	  	 	  	PRESIDENT AND CHIEF EXECUTIVE OFFICER

  
 COUNTERSIGNED AND REGISTERED: 
  
 EquiServe Trust Company, N.A. 
  
  
 TRANSFER AGENT AND REGISTRAR 
  

			
	BY  	 	/sig/
	 	 	AUTHORIZED OFFICER







 [REVERSE OF CERTIFICATE] 
  
 The Corporation will furnish without charge to any shareholder upon written request to the Corporation’s principal office a summary of
the designations, relative rights, preferences and limitations applicable to each class of stock which the Corporation is authorized to issue, the variations in the rights, preferences and limitations of the shares of each series of each such class
of stock insofar as the same may have been fixed and determined, and the authority of the Board of Directors to determine variations for future series. 
  
 The shares of stock represented by this certificate are subject to restrictions on ownership and transfer. All capitalized terms in this legend have the meanings ascribed
to them in the Corporation’s Articles of Incorporation, as the same may be amended from time to time (the “Articles”), a copy of which, including the restrictions on ownership and transfer, will be sent without charge to each
shareholder who so requests. No Person shall Beneficially Own shares of Capital Stock in excess of the Ownership Limit applicable to such Person. Subject to certain limited specific exceptions, the Ownership Limit is (i) for any
Noninstitutional Investor, one share less than 5% of the Voting Power, (ii) for any Institutional Investor, one share less than 10% of the Voting Power, and (iii) for any Person, one share less than the number of shares of Common Stock or
other equity securities (or a combination thereof) representing 20% of the ownership interest in the Corporation. Any Person who acquires or attempts to acquire shares in violation of this limitation must notify the Corporation as provided in the
Articles. Upon any Transfer or other event that would result in any Person Beneficially Owning Capital Stock in excess of the Ownership Limit, all such shares of Capital Stock in excess of the Ownership Limit will be deemed Excess Shares and will be
automatically and immediately transferred to the Share Escrow Agent and be subject to the provisions of the Articles. The foregoing summary is qualified in its entirety by reference to the Articles. 
  
 The Corporation’s Articles also provide that, as required by the Indiana demutualization
law (Ind. Code 27-15), for a period of five years commencing on the effective date of the conversion of Anthem Insurance Companies, Inc. (“Anthem Insurance”) from a mutual insurance company to a stock insurance company, no person or
persons acting in concert (other than the Corporation, Anthem Insurance, or any other company that is directly or indirectly wholly owned by the Corporation, or any employee benefit plans or trusts sponsored by the Corporation or Anthem Insurance)
may directly or indirectly acquire, or agree or offer to acquire, in any manner the beneficial ownership of 5% or more of the outstanding shares of any class of a voting security of the Corporation or Anthem Insurance, other than in compliance with
Ind. Code 27-15-13-2 or any regulations promulgated thereunder. The foregoing summary is qualified in its entirety by reference to the Indiana demutualization law. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations: 
  

					
	TEN COM	 	—	    	as tenants in common
	TEN ENT	 	—	    	as tenants by the entireties
	JT TEN	 	—	    	as joint tenants with right of survivorship and not as tenants in common

 UNIF GIFT MIN ACT —          (Cust)
         Custodian          (Minor)          under Uniform Gifts to Minors Act
         (State)          
  
 Additional abbreviations may also be used though not in the above list. 
  
 For value received, hereby sell, assign and transfer unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  
 Shares of the common stock represented by the within certificate, and do hereby irrevocably constitute and appoint
                                        
             Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 
  
 Dated
                                        
                                 
  
  
 NOTICE: 
  
 THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 
  
 SIGNATURE(S) GUARANTEED: 
  
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.