Exhibit 10.18

LOGO

October
2001

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LOGO

Benefits for
Your Life and Career

OFFICER BENEFITS ENROLLMENT GUIDE

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How to Use This Guide

Your 2002 Officer Benefits Enrollment Guide contains information on theFlexPoint Benefits Program and theFlexExec Officer Benefits Program of WellPoint Health Networks, Inc. ("WellPoint") and it's affiliates. YourFlexPoint Enrollment Worksheet lists your options and the costs associated with those options. Use this Enrollment Guide for:

 Enrollment Procedures for Newly-Hired Officers

Enrollment
procedures for new Officers are on page 10 of this Guide.

 Open Enrollment

An
overview of the 2002FlexPoint Benefits Program and enrollment procedures is on pages 5-9.You must enroll through ASC Online
at http://home.wellpoint.com or on the Intranet at http://asconline.wellpoint.com. You only need to enroll if you would like to change your
benefit election(s), make corrections and/or elect Flexible Spending Account(s) for 2002.

Read
theFlexPoint Enrollment Guidecarefullyto determine the benefits that best suit your needs for
2002.Enroll for 2002 benefits from October 17, 2001 through November 2, 2001.

 Benefit Information

Explanations
of the 2002 benefits are included for your review.

FlexPoint

FlexPoint benefits provide you and your family with health care and life insurance coverage options. You can change most of your benefits once a year in
order to meet your needs for the upcoming year. Read this sectioncarefullybecauseyou will not be able to
changeyour elections during the year except as a result of a qualified mid-year change or if you meet special enrollment requirements.

FlexExec

An
overview of the additional benefits provided to WellPoint Officers is included.

Balanced Life Benefits

WellPoint
offers you a wide spectrum of benefits in addition to ourFlexPoint benefits to assist you in balancing your career and your personal life.
You can take advantage of many of the benefits at any time during the year.

Financial Future and Retirement

Brief
descriptions of the Pension Plan, 401(k) Retirement Savings Plan, and Employee Stock Purchase Plan are included.

 Mid-Year Changes

WellPoint
Officers experience a number ofchanges throughout the yearthat could affect their benefits, including marriage, birth, and change of
employment. Review this section to learn more about mid-year changes and what to do.

 COBRA

An
explanation of COBRA coverage is included for your review.

 Important Information

An
explanation of important legislation is included.

 Important Telephone Numbers and Claims Addresses

A
listing of phone numbers for providers and addresses for submitting claims is included.

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About This Guide

This Guide does not serve as a guarantee of continued employment or benefits. WellPoint policies on hiring, discharge, layoff, and discipline are in no way affected by the
programs described here. In particular, nothing in this booklet alters WellPoint's at-will employment policy which provides that employment with WellPoint is not for a specified period of time and can
be terminated by either WellPoint or the officer at any time, with or without cause or advance notice.

In addition, WellPoint reserves the right to amend or discontinue the WellPoint plansor any part of themwith or without
notice, at any time at WellPoint's sole discretion. If there is a discrepancy between this document and the plan documents, the provisions of the plan documents will govern.

2002 Officer Benefits Enrollment Guide

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Benefits For Your Life & Career

Table of Contents

|Your 2002 Benefits Program                                |                                                      | 1 
|--------------------------------------------------------- | ---------------------------------------------------- | --
|                                                          | FlexPoint                                            |   
|                                                          | FlexExec                                             |   
|                                                          | Comprehensive Executive Nonqualified Retirement Plan |   
|                                                          | Additional Plans                                     |   
|FlexPoint Eligibility                                     |                                                      | 3 
|HowFlexPoint Works                                        |                                                      | 5 
|Domestic Partner Coverage                                 |                                                      | 6 
|Open Enrollment Procedures for Current WellPoint Officers |                                                      | 8 
|Enrollment Procedures for Newly-Hired Officers            |                                                      | 10
|FlexPoint Benefits Information                            |                                                      | 11
|                                                          | Your Medical Coverage                                |   
|                                                          | Your Dental Coverage                                 |   
|                                                          | Your Vision Coverage                                 |   
|                                                          | Your Life Insurance Coverage                         |   
|                                                          | Your Dependent Life Insurance Coverage               |   
| Spouse/Domestic Partner                                 |                                                      | 24
| Child                                                   |                                                      | 24
|Your Accidental Death and Dismemberment (AD&D) Coverage   |                                                      | 25
|Your Flexible Spending Accounts                           |                                                      | 26
| Health Care                                             |                                                      | 26
| Dependent Day Care                                      |                                                      | 27
|FlexExec                                                  |                                                      | 29
|                                                          | Officer Physical Exams                               |   
|                                                          | Group Universal Life Insurance                       |   
|                                                          | Your Disability Coverage                             |   
|                                                          | Comprehensive Nonqualified Retirement Plan           |   
|Your Balanced Life Benefits                               |                                                      | 34
|                                                          | Employee Assistance and Work/Life Program            |   
|                                                          | MedCall                                              |   
|                                                          | Tuition Assistance                                   |   
|                                                          | Work On Wellness                                     |   
|                                                          | Time Off                                             |   
|Your Financial Future and Retirement Benefits             |                                                      | 36
|                                                          | Pension Accumulation Plan                            |   
|                                                          | 401(k) Retirement Savings Plan                       |   
|                                                          | Employee Stock Purchase Plan                         |   
|Mid-Year Changes                                          |                                                      | 38
|Continuing Health Care Coverage ("COBRA")                 |                                                      | 41
|Important Information                                     |                                                      | 43
|Important Telephone Numbers                               |                                                      | 44
|Important Addresses for Claims                            |                                                      | 45

LOGO

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Your 2002 Benefits Program

Here's
a quick look at the benefits offered to Officers of WellPoint Health Networks Inc.

FlexPoint

|Plan                                                |                          | Options                                                                                                                               
|--------------------------------------------------- | ------------------------ | --------------------------------------------------------------------------------------------------------------------------------------
|
|Medical                                             |                          | WellPoint Preferred PPO, WellPoint Group, or HMOs
Waive coverage                                                                      
|                                                   
|Dental                                              |                          | Dental Net (available only in California)
Standard Dental
Enhanced Dental
Waive coverage                                              
|                                                   
|Vision                                              |                          | Vision Service Plan
LensCrafters (available only to BCBSGA associates)
Waive coverage                                                 
|                                                   
|Life Insurance                                      |                          | $50,000
1 times your benefit salary
2 times your benefit salary
3 times your benefit salary
4 times your benefit salary
Waive coverage
|                                                   
|Accidental Death and Dismemberment (AD&D) Insurance |                          | 1 times your benefit salary
2 times your benefit salary
3 times your benefit salary
4 times your benefit salary                       
|                                                   
|Dependent Life Insurance                            |                          |                                                                                                                                       
|                                                    | Spouse/Domestic Partner: |                                                                                                                                       
|                                                   
|                                                    | Each Child*:             |                                                                                                                                       
|                                                   
|Flexible Spending Accounts                          |                          | Health care up to $5,000
Dependent daycare up to $5,000                                                                               
|                                                   

1

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FlexExec

These
benefit plans are provided for all WellPoint Officers automaticallyno enrollment is required.

|Plan                   |  | Options                                                                                                                      
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|
|Officer Physical Exams |  | Available to Vice Presidents and above with one year of service                                                              
|                      
|Group Universal Life   |  | 2 times compensation* for Vice Presidents and General Managers
3 times compensation* for Senior Vice Presidents and above    
|                      
|Short-Term Disability  |  | Maximum of 26 weeks salary continuance                                                                                       
|                      
|Long-Term Disability   |  | 60% of compensation** for Vice Presidents and General Managers
70% of compensation** for Senior and Executive Vice Presidents
|                      

Comprehensive Executive Nonqualified Retirement Plan

|Plan/Feature                                                                                                                                      |  | Options                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|Supplemental 401(k) Deferral                                                                                                                      |  | You may defer 1% - 6% of your eligible compensation after contributing the annual maximum to the 401(k) plan and also before becoming eligible for the Company match; deferrals receive a Company matching
contribution
|                                                                                                                                                 
|Salary Deferral                                                                                                                                   |  | You may defer 1% - 60% of your base salary                                                                                                                                                                             
|                                                                                                                                                 
|Management Bonus Deferral                                                                                                                         |  | You may defer 1% - 100% of your 2002 bonus to be paid in 2003                                                                                                                                                          
|                                                                                                                                                 
|Car Allowance Deferral(You may elect to defer your car allowance,
receive it as taxable income, or decline it and
receive mileage reimbursement.) |  | $4,800 annually for Vice Presidents and General Managers
$7,200 annually for Senior Vice Presidents
$9,600 annually for Executive Vice Presidents and above                                                            
|                                                                                                                                                 
|Supplemental Pension Plan                                                                                                                         |  | WellPoint automatically makes contributions for compensation in excess of $200,000; 5-year vesting applies                                                                                                             

Additional Plans

|Plan                                        |  | Options                                                                                                            
|------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|
|WellPoint 401(k) Retirement Savings Program |  | Highly compensated may defer 2% - 8% of your eligible compensation; Company match applies (see page 36 for details)
|                                           
|Employee Stock Purchase Plan                |  | You may contribute between $20 and $817.30 per pay period (see page 37 for details)                                

2

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FlexPoint Eligibility

Officers

All
full-time Officers are eligible forFlexPoint benefits on the first of the month following or coinciding with one calendar month of employment. For
example, if you begin work on July 15, you will be eligible to participate inFlexPoint on September 1. If you begin work on July1, you will be eligible
to participate on August 1.

If
you are rehired within one year of termination, you are eligible forFlexPoint benefits on the first of the month following your rehire date.

Dependents

You
may only enroll your eligible dependents inFlexPoint benefits.Enrolling dependents that are not eligible is a violation of
Company policy that is subject to disciplinary action up to and including termination of employment.Domestic partner coverage is now available for health and life insurance
benefits. See pages 6-7.

Eligible
dependents include:

Note:
You may not be covered as an associate and as a dependent on WellPoint's medical, dental, vision, or life insurance plans. For example, if you and your spouse are both employed at WellPoint, you
may elect to cover your spouse for medical, dental, and vision. However, your spouse may not also elect those coverages as an associate. Or, both you and your spouse may each elect to be covered as
associates. Additionally, you may not have duplicate coverage for your children (i.e. both parents may not elect medical, dental, vision, and/or life insurance for the children).

3

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When Coverage Ends

Your
coverage under the medical, dental, and vision plans will end on the last day of the month of termination of your employment with WellPoint. You may be eligible to continue your WellPoint health
coverage through COBRA (see page 41). Life insurance, AD&D, STD, LTD, and dependent life end on your last day of employment with WellPoint. You may be able to convert your life insurance. Other
situations in which your coverage will be terminated are listed below, along with the same kind of information for your dependents.

All
coverage will terminate at the earliest time specified below:

Your
dependent(s) coverage will cease at the earliest time specified below:

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HowFlexPoint Works

Coverage Levels

In
addition to deciding which medical, dental, and vision options you want for yourself, you may also decide if you want dependent coverage. WellPoint offers four levels of coverage. You can select
coverage for:

The Pretax Advantage

WithFlexPoint, you pay your share of the cost for most of your benefits on a pretax basis (excluding domestic partner coverage). This means your
contributions will be deducted from your payBEFORESocial Security, Medicare, federal, state, and local income taxes are calculated and withheld. This
way, your taxable income is reduced and you pay less tax.

Pretax

Post-tax

Coverage During a Leave of Absence

If
you go out on an unpaid leave of absence, you are given the option to discontinue some or all of yourFlexPoint benefits as of the date the leave
begins. You will have the option to reinstate these benefits when you return from the leave. If you continue your coverage during a leave of absence, it is your responsibility to make biweekly
payments for the cost of your benefits to the Leave of Absence Unit.

Changes to Coverage During a Leave of Absence



5

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Domestic Partner Coverage

FlexPoint offers limited benefits coverage to domestic partners. Officers who are eligible forFlexPoint
may enroll their domestic partners and/or children of domestic partners in medical,* dental, vision, and life insurance coverage.

For
the purpose ofFlexPoint, a domestic partnership consists of two adults of the same or opposite sex who have chosen to share their lives in a
committed relationship equivalent to that of married persons, and who reside together and share a mutual obligation of support for the basic necessities of life.

Eligibility

To
qualify for benefits, the associate and domestic partner must meetALLof the following criteria:



6

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Certification

If
you wish to elect domestic partner benefits, you must complete a Declaration of Domestic Partnership and return it for approval before any domestic partner benefits can be activated. The
declaration form will be mailed to you when you elect domestic partner benefits. Both you and your domestic partner are required to sign the declaration.

Eligible Dependents

In
addition to health and life insurance coverage for your domestic partner, you may also elect health and life coverage for the qualified children of your domestic partner. Your domestic partner's
children are eligible for coverage if they are:

Cost of Coverage

|Coverage |  | Associate
Biweekly Cost                                                                   
|-------- |  | ------------------------------------------------------------------------------------------
|
|        |  | Associate & Domestic Partner                                                              
|        |  | Associate & Spouse                                                                        
|        
|        |  | Associate & Domestic Partner(s) Child(ren)                                                
|        |  | Associate & Associate's Child(ren)                                                        
|        |  | Associate, Associate's Child(ren), & Domestic Partner's Child(ren)                        
|        
|        |  | Associate, Spouse, & Child(ren)                                                           
|        |  | Associate, Domestic Partner, & Associate's Child(ren) and/or Domestic Partner's Child(ren)

The
portion of your contribution that is attributable to coverage for your domestic partner and/or your domestic partner's child(ren) will be paid on an after-tax basis.

Tax Consequences

The IRS has determined that if you receive health benefits for your domestic partner and/or his or her children, ANDyour domestic partner
and his or her children are not your dependents as defined by the IRS, you must pay federal income tax on the value of the
benefits you received. The IRS defines the value of these benefits as the amount it would cost you to obtain the insurance for your partner and each of your partner's children at group policy rates.
Because there are tax consequences associated with domestic partner coverage, we recommend you consult a tax advisor before electing this coverage.

You may view and print a copy of the Domestic Partner Guide with the Declaration of Domestic Partnership from TAO or WorkSite. In TAO, go to "Bulletin Boards," select
"__HR__Information," and then open "Domestic Partner Guide." From WorkSite (http://home.wellpoint.com) go to Department Links>Human Resources>Library>Benefits. If you are
unable to view or print these materials, call the ASC at (877) 342-5272 to have a copy sent to you.

7

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Open Enrollment Procedures for Current WellPoint Officers

Comprehensive Executive Nonqualified Retirement Plan

As
in prior years, you will make your Comprehensive Executive Nonqualified Retirement Plan elections by completing aFlexExec enrollment form. Web
enrollment is not available for the Comprehensive Executive Nonqualified Retirement Plan.

FlexPoint

YourFlexPoint elections for 2002 will be in effect from January 1 through December 31, provided you remain eligible for benefits. Each year, during the
Open Enrollment period, you have the opportunity to change your coverage for the following plan year.

Open
enrollment will be from, October 17, 2001 through November 2, 2001.

When
you log on for Web enrollment to make changes, you must enter your user ID, as well as your password. Using your password serves as both your signature and your authorization to process benefit
changes.

Before
you enroll, give careful consideration to the benefits you will need for the 2002 calendar year. Unless you have a qualified mid-year change (see Mid-Year Changes on page 38), you may not make any changesto your enrollment selections until 2003.

If You Need to Make Changes...

Enroll Via ASC Online

During this Open Enrollment period, you can makeFlexPoint changes on ASC Online. Simply type
http://home.wellpoint.com from your browser at work to access the enrollment site from the WellPoint Intranet. You can also access the enrollment site from home at
http://asconline.wellpoint.com. You will be asked to enter your user ID as well as your password.

Important: After you scroll through and make the changes you want, you must click "Submit."Your elections are not final until
you click the "Submit" button and the summary of elections screen appears.

8

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If You Do Not Log On to ASC Online to Enroll

ASC Online

Log on at work athttp://home.wellpoint.com

or at home athttp://asconline.wellpoint.com

Confirmation Statements

Keep your Confirmation Statement for your records.

Forms

Depending
upon your elections you may be required to complete and submit additional information.



For
coverage to be effective for January 1, 2002, all forms must be returned by December 14, 2001.

Deductions and Pay Periods in 2002

There
will be 26 pay periods in 2002. Your first benefit deductions for 2002 will begin with your January 4, 2002 paycheck.If you notice any errors or omissions on this
paycheck, contact the Associate Service Center immediately. No corrections can be made after January 15, 2002.

Questions?

If
you have any questions about yourFlexPoint options or procedures, contact the Associate Service Center. If you have specific medical or dental
coverage questions, please call the Customer Service numbers listed in the Medical Comparison Chart (pages 13-16) and the Dental Comparison Chart (page 20).

9

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Enrollment Procedures for Newly-Hired Officers

Comprehensive Executive Nonqualified Retirement Plan

You
will make your Comprehensive Executive Nonqualified Retirement Plan elections by completing enrollment forms, which will be sent to you under separate cover. Web enrollment is not available for
the Comprehensive Executive Nonqualified Retirement Plan.

FlexPoint

Before
you enroll, give careful consideration to the benefits you will need for the 2002 calendar year. Unless you have a qualified mid-year change (see Mid-Year Changes on page 38), you may not make any changesto your enrollment selections until 2003.

Enrollment
will be conducted through ASC Online, a Web enrollment system where associates enter their benefit selections. This system will be available 24 hours a day, 7 days a week, during your
enrollment period.

Steps

Default CoverageIf You Don't Enroll

If
you do not make your elections within the time period indicated on your Enrollment Worksheet, you will be assigned default coverageautomatically.Default coverage provides minimal benefits for you onlynot your dependents. With default coverage, you receive the following benefits:

If
coverage is defaulted, you must wait until the next annual enrollment period to elect other coverage unless you qualify for a mid-year change that allows you to change some, but not all, coverages.

10

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FlexPoint Benefits Information

Your Medical Coverage

The
medical options inFlexPoint are designed to meet the needs of individuals with varying personal situations. Depending on where you live and work,
you may be able to choose WellPoint Preferreda preferred provider organization (PPO), a health maintenance organization (HMO), or WellPoint Group if you live where there is no PPO or HMO
available. Your medical options are based on both your home address and your Company mail drop. Please carefully review provider directories (available at your local HR office) before making an
election. In making your choice, it's important that you read and understand the benefits available to you, as well as the limitations and exclusions. The information in this Enrollment Guide is only
a summaryrefer to your Summary Plan Description for more information.

Special Considerations

If you have coverage under another group medical plan, you have the option to waive yourFlexPoint medical coverage. If you
waive medical coverage, you must certify coverage with another group plan. For example, you may be covered under your spouse's plan. You can waive coverage and receive a credit, which is taxable
income in your paycheck. Part-time associates are not eligible for flex credits.

If you elect an HMO (for the first time), or add dependents to your HMO coverage,you must submit an HMO Enrollment Form no
later than December 14, 2001 (or the effective date of your coverage for 2002 new hires), or you will be assigned a provider.

If you have a qualified mid-year change (see page 38), you must notify the Associate Service Center within 31 days of the change.

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Claims Procedures

If
you choose WellPoint Preferred PPO, your provider will file claims for you and your covered dependents when you receive care in-network. For non-network providers or if you choose the WellPoint
Group Plan, your provider may use a universal claim form and mail it to the claims address on your ID card. You can obtain a claim form by calling Customer Service at (800) 234-0111 or by downloading
a claim form fromMember Servicesat www.bluecrossca.com or from WorkSite at
http://home.wellpoint.comDepartment LinksFormsBenefits.

All
WellPoint Preferred PPO and WellPoint Group claims should be mailed to: WellPoint Health Networks Inc., P.O. Box 4109, Woodland Hills, California 91365, Attn: Associate Claims Unit. Be sure to use
a separate claim form for each patient and provider.

BCBSGA Associates

If
you choose WellPoint Preferred PPO, your provider will file claims for you and your covered dependents when you receive care in-network. For non-network providers, your provider may use a universal
claim form and mail it to the claims address on your ID card. You can obtain a claim form by calling Customer Service at (800) 441-2273 or by downloading a claim form from Members Servicesat
www.bcbsga.com.

Claims
should be mailed to: Blue Cross and Blue Shield of Georgia, P.O. Box 9907, Columbus, GA 31908-6007.

Medical Comparison Chart

The
Medical Comparison Chart has been designed to help you understand the differences between plans. Carefully review this information before making your benefit selection.

Note:
You continue to be responsible for all copays, even after you reach the out-of-pocket maximum.

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Medical Comparison Chart

|           |  | WellPoint Preferred (PPO)
|---------- |  | -------------------------
|
|Individual |  | $                        
|Family     |  | $                        
|          

|           |  | WP250 |       | WP500 |   | WP1000
|---------- |  | ----- | ----- | ----- | - | ------
|
|Individual |  | $     | 2,500 |       | $ | 6,900 
|Family     |  | $     | 7,500 |       | $ | 20,700
|          

|                                                                 |  | Network Providers                                                        |  | Non-Network Providers                                  
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------ |  | -------------------------------------------------------
|                                                                
|Hospital Services(3)                                             |  |                                                                          |  |                                                        
|Inpatient                                                        |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|Outpatient                                                       |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|Skilled Nursing Facility                                         |  | 80% after deductible; limited to 100 days/calendar year (85% for WP 250) |  | 60% after deductible; limited to 100 days/calendar year
|                                                                
|Professional Services                                            |  |                                                                          |  |                                                        
|Office Visits                                                    |  | WP 250                                                                   |  | $15 copay                                              
|                                                                 |  | WP 500                                                                   |  | $20 copay                                              
|                                                                 |  | WP 1000                                                                  |  | 80% after deductible                                   
|Well Baby Care:                                                  |  |                                                                          |  |                                                        
| Office Visits                                                  |  | WP 250                                                                   |  | $15 copay                                              
|                                                                 |  | WP 500                                                                   |  | $20 copay                                              
|                                                                 |  | WP 1000                                                                  |  | 80% after deductible                                   
| Immunizations                                                  |  |                                                                          |  | $0 copay                                               
|Annual Routine Exam($300 maximum, including well woman exam)     |  | 100% covered (does not apply toward deductible)                          |  | 60% after deductible                                   
|Well Woman Exams:($300 maximum, included in Annual Routine Exam) |  |                                                                          |  |                                                        
| Office Visit                                                   |  | 100% covered (does not apply toward deductible)                          |  | 60% after deductible                                   
| Mammogram                                                      |  | 100% covered (does not apply toward deductible)                          |  | 60% after deductible                                   
| Pap smear                                                      |  | 100% covered (does not apply toward deductible)                          |  | 60% after deductible                                   
|X-ray and lab tests                                              |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|                                                                
|Emergency Medical Services                                       |  |                                                                          |  |                                                        
|Professional Services (at hospital)                              |  | 80% after deductible (85% for WP 250)                                    |  | 80% after deductible                                   
|Hospital Emergency Room                                          |  | 80% after deductible (85% for WP 250)                                    |  | 80% after deductible                                   
|                                                                
|Maternity                                                        |  |                                                                          |  |                                                        
|Hospital                                                         |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|Office Visits                                                    |  | WP 250                                                                   |  | $15 copay                                              
|                                                                 |  | WP 500                                                                   |  | $20 copay                                              
|                                                                 |  | WP 1000                                                                  |  | 80% after deductible                                   
|Infertility Diagnostic Procedures                                |  | 80% after deductible (85% for WP 250)                                    |  |                                                        
|                                                                
|Mental Health Care/Substance Abuse                               |  |                                                                          |  |                                                        
|Inpatient (up to 30 days per calendar year)                      |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|Outpatient (50 visit maximum/calendar year)                      |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|                                                                 |  | $50 maximum/visit                                                        |  |                                                        
|                                                                
|Miscellaneous Services                                           |  |                                                                          |  |                                                        
|Chiropractic(26 visit maximum/calendar year)                     |  | WP 250                                                                   |  | $15 copay                                              
|                                                                 |  | WP 500                                                                   |  | $20 copay                                              
|                                                                 |  | WP 1000                                                                  |  | 80% after deductible                                   
|Acupuncture(26 visit maximum/calendar year)                      |  | WP 250                                                                   |  | $15 copay                                              
|                                                                 |  | WP 500                                                                   |  | $20 copay                                              
|                                                                 |  | WP 1000                                                                  |  | 80% after deductible                                   
|Physical Therapy/Physical Medicine                               |  | 80% after deductible (85% for WP 250)                                    |  | 60% after deductible                                   
|Allergy Test                                                     |  | WP 250                                                                   |  | $15 copay                                              
|                                                                 |  | WP 500                                                                   |  | $20 copay                                              
|                                                                 |  | WP 1000                                                                  |  | 80% after deductible                                   
|Allergy Treatment                                                |  | 80% after deductible (85% for WP 250)                                    |  |                                                        
|                                                                
|Prescription Drugs                                               |  |                                                                          |  |                                                        
|                                                                 |  | $15 brand/$7 generic copay; 30-day supply                                |  | $15 brand/$7 generic copay; 30-day supply              
|                                                                 |  | $30 brand/$14 generic copay; 90-day supply mail order                    |  | $30 brand/$14 generic copay; 90-day supply mail order  
|                                                                 |  | Infertility drugs not covered                                            |  | Infertility drugs not covered                          
|                                                                
|Customer Service Number                                          |  |                                                                          |  | (800) 234-0111                                         

No pre-existing conditions apply.

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|                                                             |  | WellPoint Group(1) |                                                                          | Blue Cross HMO
(formerly CaliforniaCare) |                                                                                             | Blue Choice Healthcare (GA)
|------------------------------------------------------------ |  | ------------------ | ------------------------------------------------------------------------ | ---------------------------------------- | ------------------------------------------------------------------------------------------- | ---------------------------
|Deductible                                                   |  |                    | Deductible(2)                                                            |                                          | Deductible                                                                                  |                            
|Individual                                                   |  | $                  | 250                                                                      |                                          | $                                                                                           | 500                        
|Family                                                       |  | $                  | 750                                                                      |                                          | $                                                                                           | 1,500                      
|                                                            
|Out-of-Pocket Maximum                                        |  |                    | Out-of-Pocket Maximum                                                    |                                          | Out-of-Pocket Maximum                                                                       |                            
|Individual                                                   |  | $                  | 2,500                                                                    |                                          | $                                                                                           | 3,500                      
|Family                                                       |  | $                  | 7,500                                                                    |                                          | $                                                                                           | 10,500                     
|                                                             |  |                    |                                                                          |                                          |                                                                                             |                            
|                                                            
|Hospital Services                                            |  |                    | Hospital Services(3)                                                     |                                          | Hospital Services                                                                           |                            
|Inpatient                                                    |  |                    | 80% after deductible                                                     |                                          | No charge                                                                                   |                            
|Outpatient                                                   |  |                    | 80% after deductible                                                     |                                          | No charge                                                                                   |                            
|Skilled Nursing Facility                                     |  |                    | 80% after deductible (limited to 100 days/calendar year)                 |                                          | No charge (up to 100 days per year)                                                         |                            
|                                                            
|Professional Services                                        |  |                    | Professional Services                                                    |                                          | Professional Services                                                                       |                            
|Office Visits                                                |  |                    | 80% after deductible                                                     |                                          | $10 copay                                                                                   |                            
|Well Baby Care:                                              |  |                    |                                                                          |                                          |                                                                                             |                            
| Office Visits                                              |  |                    | 80% after deductible                                                     |                                          | $10 copay                                                                                   |                            
| Immunizations                                              |  |                    | 100% covered                                                             |                                          | No charge                                                                                   |                            
|Annual Routine Exam($300 maximum, including well woman exam) |  |                    | 100% covered (does not apply to deductible)                              |                                          | $10 copay                                                                                   |                            
|Well Woman Exams(included in annual Routine Exam benefit):   |  |                    |                                                                          |                                          |                                                                                             |                            
| Office Visit                                               |  |                    | 100% covered (does not apply to deductible)                              |                                          | $10 copay                                                                                   |                            
| Mammogram                                                  |  |                    | 100% covered (does not apply to deductible)                              |                                          | No charge                                                                                   |                            
| Pap smear                                                  |  |                    | 100% covered (does not apply to deductible)                              |                                          | No charge                                                                                   |                            
|X-ray and lab tests                                          |  |                    | 80% after deductible                                                     |                                          | No charge                                                                                   |                            
|                                                            
|Emergency Medical Services                                   |  |                    | Emergency Medical Services                                               |                                          | Emergency Medical Services                                                                  |                            
|Professional Services (at hospital)                          |  |                    | 80% after deductible                                                     |                                          | No charge                                                                                   |                            
|Hospital Emergency Room                                      |  |                    | 80% after deductible                                                     |                                          | $50 copay, waived if admitted                                                               |                            
|                                                            
|Maternity                                                    |  |                    | Maternity                                                                |                                          | Maternity                                                                                   |                            
|Hospital                                                     |  |                    | 80% after deductible                                                     |                                          | No charge                                                                                   |                            
|Office Visits                                                |  |                    | 80% after deductible                                                     |                                          | $10 copay                                                                                   |                            
|Infertility Diagnostic Procedures                            |  |                    | 80% after deductible                                                     |                                          | 50% (copay will not be applied to out-of-pocket maximum)                                    |                            
|                                                            
|Mental Health Care/Substance Abuse                           |  |                    | Mental Health Care/Substance Abuse                                       |                                          | Mental Health Care/Substance Abuse                                                          |                            
|Inpatient                                                    |  |                    | 80% after deductible
(up to 30 days per calendar year)                   |                                          | $100/day copay, up to 30 days per year (copay will not be applied to out-of-pocket maximum) |                            
|Outpatient                                                   |  |                    | 80% after deductible; $50 maximum/visit (50 visit maximum/calendar year) |                                          | $35 copay, up to 20 visits per year, when ordered by PCP (psychoanalysis excluded)          |                            
|                                                            
|Miscellaneous Services                                       |  |                    | Miscellaneous Services                                                   |                                          | Miscellaneous Services                                                                      |                            
|Chiropractic                                                 |  |                    | 80% after deductible (26 visit maximum/calendar year)                    |                                          | Generally not covered; $10 copay, when approved by PCP                                      |                            
|Acupuncture                                                  |  |                    | 80% after deductible (26 visit maximum/calendar year)                    |                                          | Generally not covered; $10 copay, when approved by PCP                                      |                            
|Physical Therapy/Physical Medicine                           |  |                    | 80% after deductible                                                     |                                          | $10 copay, up to 60 visits per year                                                         |                            
|Allergy Test                                                 |  |                    | 80% after deductible                                                     |                                          | $10 copay                                                                                   |                            
|Allergy Treatment                                            |  |                    | 80% after deductible                                                     |                                          | $10 copay                                                                                   |                            
|                                                            
|Prescription Drugs                                           |  |                    | Prescription Drugs                                                       |                                          | Prescription Drugs                                                                          |                            
|                                                             |  |                    | $15 brand/$7 generic copay; 30-day supply                                |                                          | $15 brand/$7 generic copay; 30-day supply                                                   |                            
|                                                             |  |                    | $30 brand/$14 generic copay; 90-day supply mail order                    |                                          | $30 brand/$14 generic copay; 90-day supply Infertility drugs not covered                    |                            
|                                                            
|Customer Service Number                                      |  |                    | (800) 234-0111                                                           |                                          | (800) 234-0111 or www.bluecrossca.com                                                       |                            

14

---

|                                                             |  | UNICARE HMO (Illinois)                                                                          |  | HMO Blue (MA)                                                                                                                         |  | Blue Care Network of S.E. Michigan                                                       
|------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|Deductible                                                   |  | Deductible                                                                                      |  | Deductible                                                                                                                            |  | Deductible                                                                               
|Individual                                                   |  | There is no deductible; some services require a copay                                           |  | There is no deductible; some services require a copay                                                                                 |  | There is no deductible; some services require a copay                                    
|Family                                                       |  | There is no deductible; some services require a copay                                           |  | There is no deductible; some services require a copay                                                                                 |  | There is no deductible; some services require a copay                                    
|                                                            
|Out-of-Pocket Maximum                                        |  | Out-of-Pocket Maximum                                                                           |  | Out-of-Pocket Maximum                                                                                                                 |  | Out-of-Pocket Maximum                                                                    
|Individual                                                   |  | $1,500                                                                                          |  | None                                                                                                                                  |  | None                                                                                     
|Family                                                       |  | $3,000                                                                                          |  | None                                                                                                                                  |  | None                                                                                     
|                                                            
|Hospital Services                                            |  | Hospital Services                                                                               |  | Hospital Services                                                                                                                     |  | Hospital Services                                                                        
|Inpatient                                                    |  | $250 room & board copay per admission                                                           |  | No charge                                                                                                                             |  | No charge                                                                                
|Outpatient                                                   |  | No charge                                                                                       |  | No charge                                                                                                                             |  | No charge                                                                                
|Skilled Nursing Facility                                     |  | No charge (up to 60 days per year)                                                              |  | No charge (up to 100 days per year)                                                                                                   |  | No charge (up to 45 days per year)                                                       
|                                                            
|Professional Services                                        |  | Professional Services                                                                           |  | Professional Services                                                                                                                 |  | Professional Services                                                                    
|Office Visits                                                |  | $10 copay                                                                                       |  | $10 copay                                                                                                                             |  | $10 copay                                                                                
|Well Baby Care:                                              |  |                                                                                                 |  |                                                                                                                                       |  |                                                                                          
| Office Visits                                              |  | $10 copay                                                                                       |  | $10 copay                                                                                                                             |  | $10 copay                                                                                
| Immunizations                                              |  | No charge (office visit copay may apply)                                                        |  | No charge (office visit copay may apply)                                                                                              |  | No charge (office visit copay may apply)                                                 
|Annual Routine Exam($300 maximum, including well woman exam) |  | $10 copay                                                                                       |  | $10 copay                                                                                                                             |  | $10 copay                                                                                
|Well Woman Exams(included in annual Routine Exam benefit):   |  |                                                                                                 |  |                                                                                                                                       |  |                                                                                          
| Office Visit                                               |  | $10 copay                                                                                       |  | $10 copay                                                                                                                             |  | $10 copay                                                                                
| Mammogram                                                  |  | $10 copay (if doctor's office visit)                                                            |  | No charge (office visit copay may apply)                                                                                              |  | No charge (office visit copay may apply)                                                 
| Pap smear                                                  |  | $10 copay (if doctor's office visit)                                                            |  | No charge (office visit copay may apply)                                                                                              |  | No charge (office visit copay may apply)                                                 
|X-ray and lab tests                                          |  | No charge                                                                                       |  | No charge                                                                                                                             |  | No charge (office visit copay may apply)                                                 
|                                                            
|Emergency Medical Services                                   |  | Emergency Medical Services                                                                      |  | Emergency Medical Services                                                                                                            |  | Emergency Medical Services                                                               
|Professional Services (at hospital)                          |  | No charge                                                                                       |  | No charge                                                                                                                             |  | No charge                                                                                
|Hospital Emergency Room                                      |  | $50 copay                                                                                       |  | $50 copay                                                                                                                             |  | $25 copay                                                                                
|                                                            
|Maternity                                                    |  | Maternity                                                                                       |  | Maternity                                                                                                                             |  | Maternity                                                                                
|Hospital                                                     |  | No charge                                                                                       |  | No charge                                                                                                                             |  | No charge                                                                                
|Office Visits                                                |  | $10 copay (first visit only)                                                                    |  | No charge                                                                                                                             |  | $10 copay                                                                                
|Infertility Diagnostic Procedures                            |  | No charge (4 attempts for actual infertility per lifetime)                                      |  | $10 per visit                                                                                                                         |  | $10 copay for first visit, then 50% of covered charges                                   
|                                                            
|Mental Health Care/Substance Abuse                           |  | Mental Health Care/Substance Abuse                                                              |  | Mental Health Care/Substance Abuse                                                                                                    |  | Mental Health Care/Substance Abuse                                                       
|Inpatient                                                    |  | No charge, up to 30 days per year                                                               |  | No charge, up to 60 days per year for mental health care and up to 30 days per year for substance abuse                               |  | No charge, up to 30 days per year for mental health care and 50% copay for detoxification
|Outpatient                                                   |  | $20 copay, up to 20 visits per year                                                             |  | 20 visits per year ($10 copay for visits 1-10; $15 copay for visits 11-20)                                                            |  | 50% copay, up to 20 visits per year                                                      
|                                                            
|Miscellaneous Services                                       |  | Miscellaneous Services                                                                          |  | Miscellaneous Services                                                                                                                |  | Miscellaneous Services                                                                   
|Chiropractic                                                 |  | Not covered                                                                                     |  | Not covered                                                                                                                           |  | Covered when referred by PCP                                                             
|Acupuncture                                                  |  | Not covered                                                                                     |  | Not covered                                                                                                                           |  | Not covered                                                                              
|Physical Therapy/Physical Medicine                           |  | $10 copay, up to 60 visits per year                                                             |  | $10 copay, up to 60 visits per year                                                                                                   |  | $5 copay, up to 60 days                                                                  
|Allergy Test                                                 |  | No charge (office visit copay may apply)                                                        |  | $10 copay                                                                                                                             |  | 50% copay for testing                                                                    
|Allergy Treatment                                            |  | No charge (office visit copay may apply)                                                        |  | No charge                                                                                                                             |  | $5 copay for injections (office visit copay may apply)                                   
|                                                            
|Prescription Drugs                                           |  | Prescription Drugs                                                                              |  | Prescription Drugs                                                                                                                    |  | Prescription Drugs                                                                       
|                                                             |  | $15 brand/$7 generic copay; 30-day supply
$30 brand/$14 generic copay
90 day supply, mail order |  | $20 brand/$10 generic copay (at HMO Blue-participating pharmacies)30-day supply
$20 brand/$10 generic mail order copay90-day supply |  | $5 copay30-day supply                                                                   
|                                                            
|Customer Service Number                                      |  | (800) 234-0111                                                                                  |  | (800) 588-5509 or www.bcbsma.com
TDD: (800) 522-1254                                                                                  |  | (800) 662-6667 or www.bcbsm.com
TDD: (800) 257-9980                                      

15

---

|                                                             |  | BlueCare Health Plan (Connecticut)                                                                   |  | HealthKeepers of Virginia                                                                                                                                                                                       |  | HMO Blue Cross
(Dallas/Ft. Worth)
and HMO Blue Texas (Houston)                                                               
|------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Deductible                                                   |  | Deductible                                                                                           |  | Deductible                                                                                                                                                                                                      |  | Deductible                                                                                                                   
|Individual                                                   |  | There is no deductible; some services require a copay                                                |  | There is no deductible; some services require a copay                                                                                                                                                           |  | There is no deductible; some services require a copay                                                                        
|Family                                                       |  | There is no deductible; some services require a copay                                                |  | There is no deductible; some services require a copay                                                                                                                                                           |  | There is no deductible; some services require a copay                                                                        
|                                                            
|Out-of-Pocket Maximum                                        |  | Out-of-Pocket Maximum                                                                                |  | Out-of-Pocket Maximum                                                                                                                                                                                           |  | Out-of-Pocket Maximum                                                                                                        
|Individual                                                   |  | None                                                                                                 |  | $1,500                                                                                                                                                                                                          |  | $1,000                                                                                                                       
|Family                                                       |  | None                                                                                                 |  | $3,000                                                                                                                                                                                                          |  | $2,000                                                                                                                       
|                                                            
|Hospital Services                                            |  | Hospital Services                                                                                    |  | Hospital Services                                                                                                                                                                                               |  | Hospital Services                                                                                                            
|Inpatient                                                    |  | No charge                                                                                            |  | No charge                                                                                                                                                                                                       |  | No charge                                                                                                                    
|Outpatient                                                   |  | No charge                                                                                            |  | $50 copay                                                                                                                                                                                                       |  | No charge                                                                                                                    
|Skilled Nursing Facility                                     |  | No charge (up to 90 days per year)                                                                   |  | No charge (up to 100 days per year)                                                                                                                                                                             |  | No charge (up to 60 days per year)                                                                                           
|                                                            
|Professional Services                                        |  | Professional Services                                                                                |  | Professional Services                                                                                                                                                                                           |  | Professional Services                                                                                                        
|Office Visits                                                |  | $5 copay                                                                                             |  | $10 copay                                                                                                                                                                                                       |  | $10 copay                                                                                                                    
|Well Baby Care:                                              |  |                                                                                                      |  |                                                                                                                                                                                                                 |  |                                                                                                                              
| Office Visits                                              |  | No charge                                                                                            |  | $10 copay                                                                                                                                                                                                       |  | $10 copay (under age 2)                                                                                                      
| Immunizations                                              |  | No charge                                                                                            |  | $10 copay                                                                                                                                                                                                       |  | No charge                                                                                                                    
|Annual Routine Exam($300 maximum, including well woman exam) |  | No charge                                                                                            |  | $10 copay (one physical per year)                                                                                                                                                                               |  | $10 copay                                                                                                                    
|Well Woman Exams(included in annual Routine Exam benefit):   |  |                                                                                                      |  |                                                                                                                                                                                                                 |  |                                                                                                                              
| Office Visit                                               |  | $5 copay                                                                                             |  | $10 copay                                                                                                                                                                                                       |  | $10 copay                                                                                                                    
| Mammogram                                                  |  | No charge (office visit copay may apply)                                                             |  | No charge (office visit copay may apply)                                                                                                                                                                        |  | No charge (office visit copay may apply)                                                                                     
| Pap smear                                                  |  | No charge (office visit copay may apply)                                                             |  | No charge (office visit copay may apply)                                                                                                                                                                        |  | No charge (office visit copay may apply)                                                                                     
|X-ray and lab tests                                          |  | No charge (office visit copay may apply)                                                             |  | $10 copay                                                                                                                                                                                                       |  | No charge                                                                                                                    
|                                                            
|Emergency Medical Services                                   |  | Emergency Medical Services                                                                           |  | Emergency Medical Services                                                                                                                                                                                      |  | Emergency Medical Services                                                                                                   
|Professional Services (at hospital)                          |  | No charge                                                                                            |  | No charge                                                                                                                                                                                                       |  | No charge                                                                                                                    
|Hospital Emergency Room                                      |  | $50 copay, waived if admitted                                                                        |  | No charge                                                                                                                                                                                                       |  | $100 copay                                                                                                                   
|                                                            
|Maternity                                                    |  | Maternity                                                                                            |  | Maternity                                                                                                                                                                                                       |  | Maternity                                                                                                                    
|Hospital                                                     |  | No charge                                                                                            |  | No charge                                                                                                                                                                                                       |  | No charge                                                                                                                    
|Office Visits                                                |  | $5 copay (first visit only)                                                                          |  | No charge                                                                                                                                                                                                       |  | $10 copay for first visit only                                                                                               
|Infertility Diagnostic Procedures                            |  | $5 copay (only diagnostic covered)                                                                   |  | Not covered                                                                                                                                                                                                     |  | No charge                                                                                                                    
|                                                            
|Mental Health Care/Substance Abuse                           |  | Mental Health Care/Substance Abuse                                                                   |  | Mental Health Care/Substance Abuse                                                                                                                                                                              |  | Mental Health Care/Substance Abuse                                                                                           
|Inpatient                                                    |  | No charge, up to 60 days per year for mental health and up to 45 days for substance abuse            |  | No charge, up to 30 days per year/90 days per lifetime, for mental health and substance abuse combined                                                                                                          |  | $50 copay per day, up to 30 days per year, for mental health; no charge, up to 3 treatments per lifetime, for substance abuse
|Outpatient                                                   |  | $5 copay per visit;
40 visit maximum for substance abuse                                             |  | $15 or $30 copay per therapy session, up to 20 visits per year, for mental health and substance abuse combined                                                                                                  |  | No charge, up to 20 visits per year, for mental health; no charge, up to 3 treatments per lifetime, for substance abuse      
|                                                            
|Miscellaneous Services                                       |  | Miscellaneous Services                                                                               |  | Miscellaneous Services                                                                                                                                                                                          |  | Miscellaneous Services                                                                                                       
|Chiropractic                                                 |  | $5 copay with PCP approval                                                                           |  | Not covered                                                                                                                                                                                                     |  | $10 copay with PCP approval                                                                                                  
|Acupuncture                                                  |  | Not covered                                                                                          |  | Not covered                                                                                                                                                                                                     |  | Not covered                                                                                                                  
|Physical Therapy/Physical Medicine                           |  | $5 copay, up to 60 visits per year                                                                   |  | $10 copay, up to 90 days from date of injury                                                                                                                                                                    |  | $10 copay                                                                                                                    
|Allergy Test                                                 |  | $5 copay                                                                                             |  | $10 copay                                                                                                                                                                                                       |  | 50% copay                                                                                                                    
|Allergy Treatment                                            |  | No charge (office visit copay may apply)                                                             |  | $10 copay                                                                                                                                                                                                       |  | 50% copay                                                                                                                    
|                                                            
|Prescription Drugs                                           |  | Prescription Drugs                                                                                   |  | Prescription Drugs                                                                                                                                                                                              |  | Prescription Drugs                                                                                                           
|                                                             |  | $5 generic copay
$15 brand copay (formulary)
$25 brand copay (non-formulary)
$5/$15 mail order copay |  | $5 generic $10 brand (with generic equivalent)
$25 brand (without generic equivalent)
$10 mail order (generic)
$20 brand mail order (with generic equivalent)
$50 brand mail order (without generic equivalent) |  | $5 generic copay
$10 brand copay (formulary)
$25 brand copay (non-formulary)
$5/$10/$25 mail order copay30 day supply       
|                                                            
|Customer Service Number                                      |  | (800) 922-1742 in Conn;
(800) 426-8531 elsewhere
or www.anthem.com                                   |  | (800) 421-1880 or www.trigon.com
TDD: (800) 228-2909                                                                                                                                                            |  | Dallas/Ft. Worth: (888) 558-2393
Houston: (888) 882-2390
or www.bcbstx.com                                                   

16

---

Pre-Certification

If you are covered under WellPoint Preferred PPO or the WellPoint Group Medical Plan and need care from a hospital (inpatient only), ambulatory surgical center (outpatient
only), or a chemical dependency rehabilitation facility, you must obtain a pre-certification. This ensures you obtain the maximum benefits available under the Plan.

You must call for pre-certificationthree days before your scheduled admission or care. For an emergency
admission, you must call within 48 hours after the start of the confinement. To obtain a pre-certification, call the toll-free phone number listed on your ID card. If treatment will be provided by a
network physician, your physician may make the call for you, but you are responsible if this call does not occur.

Notes:

Pre-Existing Conditions

Pre-existing
condition exclusions have been eliminated from the WellPoint Preferred PPO and the WellPoint Group Medical Plans.

Reasonable and Customary Charges

The
term "reasonable and customary" applies to the WellPoint Preferred PPO (if you use an out-of-network provider) and WellPoint Group Plans. If you are covered by an HMO, please contact the HMO
directly for its definition of reasonable and customary.

At
the time of service, the Claims Administrator determines whether or not the charges are reasonable and customary. Because of the changing nature of medicine, the definition of reasonable and
customary charges may change over time.

With
WellPoint Preferred PPO, you have the choice of receiving care from network providers, who accept lower negotiated rates, or from non-network providers.

Medically Necessary

The
WellPoint Preferred PPO and WellPoint Group Plans cover expenses deemed "medically necessary." Medically necessary services or supplies must meet certain requirements established by the Claims
Administrator. The fact that a doctor may prescribe, order, recommend or approve a service or supply does not, of itself, make it "medically necessary" or make the charge a covered expense, even if it
has not been listed as an exclusion.

17

---

Additional Information About HMO Coverage

Coverage When Traveling

As
a member of a Blue Cross/Blue Shield HMO, you and your enrolled dependents are eligible for Away From Home Care benefits. These benefits cover urgent care, those not so serious illnesses that need
medical attention, for you and your enrolled family members when traveling outside your HMO service area.

To
access Away From Home Care, call the toll-free number printed on your ID card.

Coverage for Temporary Residency Outside of California

You
can maintain your HMO benefits even when temporarily residing outside California with Guest Membership. It's available to long-term travelers for out-of-state work assignments, students and other
enrolled family members who will be living away from home for three to six months.

To
apply for Guest Membership, call Blue Cross HMO Customer Service to discuss your changing circumstances. If a participating HMO is available, you or your dependent will become a guest member of
that HMO.

Additional Information About AllFlexPoint Medical Options

Coordination of Benefits

If
you have coverage under more than one group medical plan, benefits under the plans will be coordinated such that payments for both programs will be provided up to, but not in excess of, 100% of
charges for actual covered services.

Binding Arbitration

Any
dispute between you and the Claims Administrator will be resolved by binding arbitration and not by lawsuit or resort to court process, except as applicable state laws provide for judicial review
of arbitration proceedings or where prohibited by law.

Questions?

If
you have specific benefit questions, please call the Customer Service number listed in the Medical Comparison Chart.

Your
local Human Resources office can provide you with HMO or PPO directories.

HMOs and Domestic Partner Coverage

|Blue Cross HMO (formerly CaliforniaCare) |  | Domestic Partner Coverage Allowed         
|---------------------------------------- |  | ------------------------------------------
|                                        
|UNICARE HMO (IL)                         |  | Domestic Partner Coverage Allowed         
|                                        
|Blue Choice Healthcare (GA)              |  | Domestic Partner Coverage Allowed         
|                                        
|HMO Blue (MA)                            |  | Domestic Partner Coverage Allowed         
|                                        
|Blue Care Network of S.E. Michigan       |  | Same Sex Domestic Partner Coverage Allowed
|                                        
|BlueCare Health Plan (CT)                |  | Domestic Partner Coverage Allowed         
|                                        
|HealthKeepers of Virginia                |  | No Domestic Partner Coverage              
|                                        
|HMO Blue Cross (TX)                      |  | No Domestic Partner Coverage              
|                                        
|HMO Blue Texas                           |  | No Domestic Partner Coverage              
|                                        

18

---

Your Dental Coverage

FlexPoint gives you a choice of dental options. In making your choice, consider how much you can afford to pay out of your own pocket toward dental
expenses. Also, are there any procedures you know you or a family member will need in the upcoming year? Is orthodontic coverage necessary?

The
information in this Enrollment Guide is only a summaryrefer to your Summary Plan Description for more information.

If You Live in California...

You
may choose Dental Net, the WellPoint Standard Dental Plan or the WellPoint Enhanced Dental Plan. You also have the option to waive dental coverage.

Dental Net Plan

When
you enroll in Dental Net, you and each covered dependent must select your own participating dental office. If you do not use a Dental Net provider, your dental services will not be covered.
Dental Net provider directories are available from your local Human Resources office. The first time you need care, let your dentist know that you're a member of Dental Net. If you are newly enrolling
in Dental Net or adding a new dependent, you must complete an HMO and Dental Net form. You may change
your Dental Net provider by calling the Dental Net Customer Service number listed in the Dental Comparison Chart.

If
you are currently receiving treatment for orthodontia, you cannot change to the WellPoint Enhanced Dental Plan to continue that treatment. You must be enrolled in the Enhanced Dental Plan at the
beginning of orthodontic treatment for any expenses to be covered under this plan.

If You Live Outside of California...

You
can choose the WellPoint Standard Dental Plan or WellPoint Enhanced Dental Plan.

WellPoint Standard and Enhanced Dental Plans

The
WellPoint Standard and Enhanced Dental Plans give you the choice to select virtually any licensed dentist, but if you choose a PPO participating dentist, you take advantage of negotiated
discounts. If you use a dentist who does not participate in the National Dental PPO plan network, you may pay more for dental care. For non-network providers, the maximum covered expense is the
reasonable and customary (R&C) charge. You will be responsible for any billed charges that exceed R&C. If you use a network provider, the maximum covered expense is the negotiated rate. Network
providers will not bill you more than the negotiated rate. Orthodontic coverage is available under the Enhanced Dental Plan.

Associates
can now benefit from the addition of a national PPO dental network. UNICARE dental provider listings are available on the Web enrollment site and at your local Human Resources office.

Claims Procedures

If you use a Dental Net or PPO network provider, your provider will file claims for you and your covered dependents.

If you use a non-network provider, you may be required to complete a dental claim form and mail it to WellPoint Health Networks Inc., P.O. Box 9066,
Oxnard, California 93031-9066. BCBSGA associates should mail dental claim forms to Blue Cross and Blue Shield of Georgia, P.O. Box 9907, Columbus, GA 31908-6007.

Questions?

If
you have specific benefit questions you may call the Customer Service number listed in the Dental Comparison Chart below.

Your
local Human Resources office can provide you with Dental Net or Dental PPO directories.

19

---

Dental Comparison Chart

|                                     |  | In California                                                                               |  | National (including California)
|------------------------------------ |  | ------------------------------------------------------------------------------------------- |  | -------------------------------
|                                     |  | Dental Net                                                                                  |  | Standard Plan(1)               
|                                    
|Annual Deductible                    |  | None                                                                                        |  | $50/individual
$150/family     
|                                    
|Annual Maximum                       |  | $500/child for pediatric dentist only                                                       |  | $1,000/individual              
|                                    
|Diagnostic/Preventive Care           |  | 100%                                                                                        |  | 100% of covered expenses       
|                                    
|Oral Surgery                         |  | 100%                                                                                        |  | 80% after deductible           
|                                    
|Restorative Care (such as fillings)  |  | 100%                                                                                        |  | 80% after deductible           
|                                    
|Extractions                          |  | 100%                                                                                        |  | 80% after deductible           
|                                    
|Surgical Extractions                 |  | $25$50 copay                                                                               |  | 80% after deductible           
|                                    
|Endodontic Care (such as root canal) |  | $60$100 copay                                                                              |  | 80% after deductible           
|                                    
|Periodontics (such as scaling)       |  | $9$120 copay                                                                               |  | 80% after deductible           
|                                    
|Crowns                               |  | $85$120 copay                                                                              |  | Not covered                    
|                                    
|Bridges                              |  | $120 copay                                                                                  |  | Not covered                    
|                                    
|Partial Dentures                     |  | $160 copay                                                                                  |  | Not covered                    
|                                    
|Complete Dentures                    |  | $140 copay                                                                                  |  | Not covered                    
|                                    
|Orthodontia                          |  | $1,850 copay for adults (age 18+) or $1,450 for children; treatment limited to 24 months(2) |  | Not covered                    
|                                    
|Customer Service                     |  | (800) 627-0004                                                                              |  | (800) 627-0004                 
|                                    
|BCBSGA Customer Service              |  |                                                                                             |  | (800) 411-2273                 
|                                    

Note:
Covered expenses are paid based on reasonable and customary charges. Charges in excess of reasonable and customary are your responsibility.

20

---

YourVision Coverage

If
you elect vision coverage, you have a choice of network or non-network providers each time you need eye care services or products. Vision coverage is optional. In making your election, think about
how much you can afford to pay out of pocket for vision expenses in the coming year. Also consider whether you or a family member will need eyeglasses or contacts in the coming year.

Keep
in mind that vision coverage is designed to cover medically necessary eye care. As a result, there are extra charges for the following:

Claims Procedures

VSP

To
obtain a list of VSP providers in your area, call (800) 622-7444 or visit www.vsp.com.

LensCrafters (BCBSGA associates)

Questions?

If
you have any questions about your vision coverage, call VSP at (800) 622-7444. BCBSGA associates can call LensCrafters at (800) 377-6436.

21

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Your Vision Benefits at a GlanceVSP(1,2)

|                                            |                        | VSP Providers                   |                                       | Non-VSP Providers
|------------------------------------------- | ---------------------- | ------------------------------- | ------------------------------------- | -----------------
|
|Your annual copayment                       |                        | $25                             |                                       | $25              
|                                           
|What the Plan Pays                          |                        |                                 |                                       |                  
|Eye examinations
    (once every 12 months) |                        | 100% after copay                |                                       | $40 maximum      
|Lenses (once every 12 months)(3)            |                        |                                 |                                       |                  
|                                            | Single                 |                                 | 100% after copay                      |                  
|                                            | Bifocal                |                                 | 100% after copay                      |                  
|                                            | Trifocal               |                                 | 100% after copay                      |                  
|                                            | Lenticular             |                                 | 100% after copay                      |                  
|                                           
|Frames (once every 24 months)(3)            |                        | 100% up to a determined maximum |                                       | $45 maximum      
|                                           
|Contacts (including disposables)            |                        |                                 |                                       |                  
|                                            | If medically necessary |                                 | 100% with prior approval              |                  
|                                            | If elective            |                                 | up to $105, in lieu of other benefits |                  
|                                           

Your Vision Benefits at a GlanceLensCrafters (BCBSGA Associates)

|                                            |          | In-Network          |         | Out-of-Network
|------------------------------------------- | -------- | ------------------- | ------- | --------------
|
|Your annual copayment                       |          | $20                 |         | N/A           
|                                           
|What the Plan Pays                          |          |                     |         |               
|                                           
|Eye examinations
    (once every 12 months) |          | 100% (no copay)     |         | Up to $35     
|                                           
|Lenses (once every 12 months)               |          |                     |         |               
|                                            | Single   |                     | 100%(1) |               
|                                            | Bifocal  |                     | 100%(1) |               
|                                            | Trifocal |                     | 100%(1) |               
|                                           
|Frames (once every 24 months)               |          | 100%; up to $150    |         | Up to $40     
|                                           
|Contacts (including disposables)            |          | 100%; up to $200(2) |         | Up to $90(2)  
|                                           

22

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Your Life Insurance Coverage

This
section describes the coverage available to you under theFlexPoint life insurance plan.

As
an Officer of WellPoint, you receive life insurance under the Group Universal Life policy (seeFlexExec on page 29). You should consider your level
ofFlexPoint life insurance coverage in light of the Group Universal Life coverage you receive as an Officer.

Benefit Salary

Benefits are based on your benefit salary, which is your annual base pay as of September 1, 2001 plus commissions or sales incentives paid from September 1, 2000 through August
31, 2001. For Officers hired on or after September 1, 2001, your benefit salary is your annual base pay excluding any commissions. Your benefit salary does not change mid-year with salary increases.
It will be recalculated on September 1, 2002 for an effective date of January 1, 2003.

Life insurance benefits are rounded to the next higher multiple of $1,000 unless your salary is an even multiple of $1,000. For example, if your benefit salary is $29,300 and
you elect one times your benefit salary, your coverage would be rounded up to $30,000. Themaximumamount of your coverage cannot exceed $1,000,000.

Your
benefit is reduced when you reach age 70 and again at age 75. If you become totally disabled prior to age 60, you will need to apply for a premium waiver. If approved, no premium payments will be
required during this period of disability.

You
can choose from the following life insurance options:

If
you are on a leave of absence on January 1, 2002 and you elect to increase life coverage for 2002, that new coverage level will not take effect until you return from the leave and an Evidence of
Insurability has been approved (if applicable).

We
offer life insurance coverage when you first become eligible without an Evidence of Insurability form. Increasing your life insurance amount by more than one level during Open Enrollment requires
an Evidence of Insurability form and is subject to approval by the Claims Administrator.

If,
during Open Enrollment, you select a life insurance option that is two levels greater than your existing coverage, you will need to provide an Evidence of Insurability form. If approved, your
increase in coverage and deductions will take effect on January 1, 2002 or the first of the month after insurance company approval is received, whichever is later.

If
your request is denied, your 2001 level of coverage will remain in effect for 2002 with the corresponding 2002 cost.

Life
insurance greater than one times your benefit salary can be purchased only on an after-tax basis.

Life
insurance coverage is a fully insured plan administered by BC Life & Health Insurance Company.

Imputed Income

The
IRS Code states that employee group term life insurance benefits in excess of $50,000 and dependent life insurance may result in taxable income to the associate. This is known as "imputed income."
Imputed income must be reported on your W-2 and is included as earnings in your paycheck. Imputed income is subject to federal, state, and FICA taxes.

23

---

Your Dependent Life Insurance Coverage

Dependent
life insurance enables you to insure the lives of your spouse/domestic partner and eligible dependent child(ren).

If,
during Open Enrollment, you add or increase your dependents' coverage, your dependents must complete an Evidence of Insurability form. When approved, the increase in coverage and deductions will
take effect on January 1 or the first of the month after insurance company approval is received, whichever is later. If your request is denied, the current level of coverage will remain in effect for
2002 with the corresponding 2002 costs.

If
you are on a leave of absence on January 1, 2002, and you elect to increase dependent life insurance for 2002, the new coverage level will not take effect until you return from the leave and an
Evidence of Insurability has been approved.

The
information in this Enrollment Guide is only a summaryrefer to your Summary Plan Description for more information.

Spouse/Domestic Partner Life Insurance

Spouse/domestic
partner life insurance is based on your benefit salary (see page 23 for a definition of benefit salary), and the cost is based on your age as of January 1, 2002. Benefits are paid
directly to you. This coverage cannot exceed the lesser of 50% of your life insurance amount or $125,000. Spouse/domestic partner coverage will be reduced when your life insurance is
reducedat age 70 and again at 75.

Spouse/domestic
partner life insurance benefits are rounded down to a multiple of $1,000. For example, if your benefit salary was $29,300 and you elected spouse life of one times your benefit salary,
your spouse's/domestic partner's coverage would be rounded down to $29,000.

You
may choose from the following options for spouse/domestic partner life insurance:

Child Life Insurance

Child
life insurance is a fixed amount depending on the age of your child(ren).

You
have the following options for child life insurance, or you can waive coverage:

|For Each Dependent Child                                       |  | Option 1
(1 unit) |       | Option 2
(2 units) |   | Option 3
(5 units)
|-------------------------------------------------------------- |  | ----------------- | ----- | ------------------ | - | ------------------
|
|Birth to age 14 days                                           |  | $                 | 500   |                    | $ | 1,000             
|                                                              
|14 days to six months of age                                   |  | $                 | 2,500 |                    | $ | 5,000             
|                                                              
|6 months through age 18 years of age (24 if full-time student) |  | $                 | 5,000 |                    | $ | 10,000            
|                                                              

As
with spouse/domestic partner life insurance, benefits are paid to you, and this coverage cannot exceed 50% of your life insurance amount. All of your eligible children and your domestic partner's
children may be covered if you choose this benefit. If you do not elect to cover a child or if a child does not meet the Evidence of Insurability requirement, that child will not be covered.

You
must notify the Associate Service Center when dependents no longer qualify for coverage (e.g. an ex-spouse after a divorce) or when they reach the limiting age of 19 (or 25 if a full-time
student).

If both you and your spouse/domestic partner, or you and your child/parent, are employed at WellPoint, you may not elect multiple coverage under the same
plans.For example, you cannot elect spouse/domestic partner life coverage if your spouse/domestic partner works for WellPoint.

If
you are on a leave of absence on January 1, 2002, any new elections or increases you make to dependent life will not take effect until you return from the leave and any applicable Evidences of
Insurability have been approved.

24

---

Your Accidental Death and Dismemberment (AD&D) Coverage

Accidental
death and dismemberment (AD&D) coverage protects you if you die or are dismembered as the result of an accident. The plan does not pay benefits if you die from natural causes. This benefit
is designed to supplement your life insurance coverage and is a separate election. AD&D coverage is not available for dependents.

The
information in this Enrollment Guide is only a summaryrefer to your Certificate of Insurance for more information.

AD&D
benefits are rounded to the next higher multiple of $1,000 unless your benefit salary is an even multiple of $1,000. For example, if your benefit salary is $29,300 and you elect one times your
benefit salary, your coverage would be rounded up to $30,000.

You
can choose from the following AD&D options (see page 23 for a definition of benefit salary):

The
maximum amount of AD&D coverage cannot exceed $1,000,000. You cannot waive AD&D coverage. You do not need to submit an Evidence of Insurability form if you increase your level of coverage during
Open Enrollment.

The
AD&D plan pays the full benefit amount to your beneficiary if you die as the result of an accident. Your beneficiary will be the same as listed on your life insurance beneficiary form. The plan
pays the full amount or a percentage of the full amount if you suffer a dismemberment as the result of an accident. The percentages vary by the seriousness of the injuryrefer to the
Certificate of Insurance.

If
you are on a leave of absence on January 1, 2002, and you elect to increase AD&D coverage for 2002, the new coverage level will not take effect until you return from leave.

25

---

Your Flexible Spending Accounts

Flexible
Spending Accounts provide an opportunity for you to save money on your out-of-pocket health care or dependent daycare expenses throughout the year. You are not taxed on the money you
contribute, nor on the reimbursements you receive.

Tax Savings

For most associates who elect flexible spending accounts, the tax savings are as much as 35 cents on the dollar28 cents in federal income tax, 7.65 cents in Social
Security and Medicare taxes, plus any applicable state or local income tax. Your tax savings will be based on your actual tax circumstances.

How Flexible Spending Accounts Work

You
elect an annual amount of money to be deducted from your biweekly paychecks on a pretax basis. Based on your annual election, a prorated amount is subtracted from your paycheck each pay period.
When you have an eligible expense, you file a claim and are reimbursed without paying taxes on this amount.

The
full annual amount you elect to defer under the Health Care Spending Account is available on the effective date of your coverage. So, if you elect $1,000 for the year and have an eligible expense
of $900 in January, you will be reimbursed the full $900 even though you have only accumulated $38.46 thus far. Contributions, however, will continue to be deducted for the remainder of the year.
Under the Dependent Day Care Spending Account, you can be reimbursed only for the amount actually in your account at the time you submit the claim.

The
amount you elect to contribute to your accounts over the course of the year is irrevocable. Once you make your election, you must continue to contribute at that amount until the end of the
calendar year, or you experience a qualified mid-year change, or termination of employment.

Your Health Care Spending Account

If
you choose to participate, you decide how much to deposit in the Health Care Spending Account to pay for expenses for you and your dependents that are not covered by your medical, dental, and
vision plans. For example, health plan deductibles and copayments, mileage and parking expenses while you're receiving health care, and contact lens solution are normally not reimbursed by your
insurance plan. But they may be eligible for reimbursement under a Health Care Spending Account.

Some
additional examples of eligible expenses are:

For
a complete list of expenses eligible for reimbursement, please contact UniAccount at (888) 209-7976.

You
have through March 31, 2003 to file Health Care Spending Account claims for expenses incurred on or before December 31, 2002. If you terminate employment prior to December 31, 2002, your claims
must be for expenses incurred on or before your termination with WellPoint.

Please
note that you are eligible for reimbursement of domestic partner expenses only if your domestic partner (or child of the domestic partner) is your dependent for IRS purposes.

26

---

How Much Can I Elect?

|                              |  | Minimum |    | Maximum
|----------------------------- |  | ------- | -- | -------
|
|
|Health Care Account           |  | $       | 10 |        
|                             
|Dependent Day Care Account(1) |  | $       | 10 |        
|                             

For purposes of this section, "deductions" are salary reductions used to pay an equivalent amount of your eligible health care and/or dependent daycare expenses. Additionally,
although this section refers to "your accounts," all the deductions are held as part of the general assets of the Company.

You
can participate in the Health Care Spending Account even if you waive medical coverage. Once you enroll in a spending account, you cannot change your election or contributions for the remainder of
that calendar year. The only exception is if you have a qualified mid-year change (such as the birth of a child). Refer to the Mid-Year Changes section of this Enrollment Guide for more details.

As
you consider participating in the Health Care Spending Account, think about the following:

Your Dependent Day Care Spending Account

You
can participate in this account if you need dependent daycare services to enable you to work or, if you are married, for both you and your spouse/ domestic partner (if also your dependent) to
work. A dependent must be under age 13 or a spouse/ domestic partner, child or parent that is physically or mentally incapable of caring for himself or herself and spends at least eight hours per day
in your home.

If
your spouse/domestic partner (if also your dependent) does not work, your dependent daycare expenses may be reimbursable if your spouse/ domestic partner is a full-time student or physically or
mentally unable to provide care for himself or herself.

In
general, any expense that qualifies for the Federal Dependent Care Tax Credit may be reimbursed. When filing your dependent daycare claims, you will need to submit the Tax Payer Identification
Number or Social Security Number of the person or entity who provides care. You cannot participate in a Dependent Day Care Spending Account and file for a Federal Dependent Care Tax Credit.

This
account is for reimbursement of child/elder daycare expenses.It does not provide reimbursement for medical expenses of a spouse/domestic partner or dependent (see "Your
Health Care Spending Account" above).

Note:
According to IRS regulations, deductions by highly compensated associates may be subject to limitations. You will be notified if you are affected by these limitations.

As
you consider participating in the Dependent Day Care Spending Account, think about the following:

27

---

"Use It or Lose It" Rule

Under this rule, you must use the money in your Health Care and/or Dependent Day Care Account for eligible expenses you incur during the year in which the contributions are
made.

You have until March 31 of the following year to request your reimbursement.If you terminate during the year, you can request
reimbursement of the balance in your Dependent Day Care Account after you terminate if you incur an eligible expense any time during the calendar year, up to the amount you had withheld from your
paycheck. Under the Health Care Account, if you terminate, you can only request reimbursement for expenses incurred through your termination date. See the COBRA section for participation and
continuing contributions.

If you have a balance left in your Flexible Spending Accounts after the deadline for requesting reimbursement, the IRS requires it to be forfeited. Any
forfeited amounts are applied to the administration of the Flexible Spending Accounts.

How to File a Claim

Health Care Spending Account

If
you are covered under the WellPoint Preferred PPO or WellPoint Group medical plan, or Standard or Enhanced Dental Plans, expenses which are only partially covered by your plan(s) are automatically
processed under your Health Care Flexible Spending Account.

You
must submit an FSA claim form for unreimbursed expenses if you do not elect medical and/or dental coverage from WellPoint and for unreimbursed expenses from an HMO or vision care provider (be sure
to include an itemized statement from the provider of services or an explanation of benefits form).

Dependent Day Care Spending Account

To
obtain reimbursement for qualifying dependent daycare expenses, you must submit an FSA claim form (be sure to include an itemized statement from the provider of services and tax identification
numberyou cannot substitute a cancelled check for a statement from the provider).

Claim Form

After
you enroll, claim forms will be mailed to you. However, if you wish, you may obtain a claim form by calling (888) 209-7976 or, if you have access to TAO, you may print a copy from the TAO FSA
bulletin board. You may also obtain a claim form from WorkSite.

|Mail claims to: |  | UniAccount
P.O. Box 4381
Woodland Hills, CA 91365-4381
|--------------- |  | ------------------------------------------------------
|Fax claims to:  |  | (818) 234-4730                                        

Reimbursements
are mailed to your home 7-10 business days after we receive the necessary paperwork for your claim.

You
may view your UniAccount Flexible Spending Account balances and payment history via the Internet using the Blue Cross of California Member Services website. You may obtain a personal
identification number for direct access at the site (http://www.bluecrossca.com/memberservices/).

Questions

If
you have questions about enrolling in a Flexible Spending Account, contact the Associate Service Center. If you have questions about filing a claim or reimbursements, please contact UniAccount
directly at (888) 209-7976 or by e-mail at UNIACCOUNT.FSA@WellPoint.com.

28

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FlexExec

WellPoint
provides a number of benefit programs for its Officers. The following information briefly outlines your WellPoint benefits. The legal plan documents prevail in any conflict of
interpretation, and the Company reserves the right to modify or terminate the programs at any time without notice.

In
addition to theFlexPoint benefits, the Company provides the following benefits to Officers:

To
enroll in the Comprehensive Executive Nonqualified Retirement Plan, you need to complete theFlexExec enrollment form and return it to Charles
Thorburn in the WellPoint Compensation Department at 4553 La Tienda Drive, Thousand Oaks, CA 91362, Mail Stop T1-1C7.

Officer Physical Exams

In
addition to your medical options underFlexPoint, Vice Presidents and above with at least one year of service participate in the Officer Physical
Exam Program.

You
are eligible to receive a physical exam at no cost to you according to this schedule:

|Your Age       |  | How Often You Can Have a Physical Exam*
|-------------- |  | ---------------------------------------
|
|44 and younger |  | Every 24 months                        
|              
|45 and older   |  | Every 12 months                        
|              

WellPoint
recommends medical centers for the physical exams:

Both
facilities offer a comprehensive one-day program. The findings of your exam will remain confidential between you and your physician.

To
make an appointment, call the medical center of your choice:

Cedars-Sinai Executive
Medical Services

(310) 423-2374Scripps Center for
Executive Health

(858) 626-4460


29

---

Group Universal Life Insurance

In addition to your life insurance options underFlexPoint, the Company provides you with a supplemental life
insurance benefit based upon your total compensation (September 1, 2001 base annual salary plus target management bonus).

| |  | Vice Presidents and General Managers |  | 2 times total compensation          
|- |  | ------------------------------------ |  | ------------------------------------
| |  | Senior Vice Presidents               |  | 3 times total and above compensation

How do I enroll in this coverage?

All
current Officers who have completed an application for this coverage in the past are automatically covered. If the amount of coverage increases by more than 10% from the prior year due to an
increase in total compensation, the insurance company may require an Officer to go through medical underwriting for the amount over 10% before providing the full coverage increase.

Newly-hired
Officers will receive an application in the mail from Clarke Bardes Consulting/CRG. Coverage will not take effect until the first of the month following receipt and acceptance of the
application by the carrier.

How does Universal Life Insurance work?

In
addition to receiving a fixed life insurance benefit, you also have the opportunity to make additional premium payments to increase the amount of your insurance and/or make investments with the
earnings accumulating on a tax-deferred basis.

What is the cost of this benefit?

The
Company pays the entire cost of this life insurance benefit. Your only cost will be the income tax on the premium paid for the coverage.

What happens at termination?

You
will receive an individual policy, which can be continued by paying the premium contributions or surrendered for the cash value, if any.

Who do I contact for additional information?

Contact
Rick Davenport at (925) 979-3255 with any questions concerning your Group Universal Life Insurance policy.

Your Disability Coverage

Short-term
disability (STD) and long-term disability (LTD) insurance work together to provide you with income if you become disabled by illness or injury and are unable to work. Officers are
automatically enrolled in these plans.

Short-Term Disability

In
the event you are disabled and unable to perform all the essential duties of your job, the Company will continue your base annual salary for up to 26 weeks. All disabilities are subject to review.
This benefit payment will be reduced by any benefits payable under Workers' Compensation and/or any other state or federal disability benefits you are eligible to receive.

Benefits
received under this program are considered taxable income.

Long-Term Disability

If
you are disabled longer than 26 weeks, you may be eligible for a Long-Term Disability benefit based upon your total compensation (September 1, 2001 benefit salary (see page 23 for definition) plus
2001 target management bonus).

Your
disability benefits will be subject to pre-existing condition limitations. No benefits will be payable during the first 12 consecutive months of coverage if you become disabled as the result of a
condition for which treatment was rendered, prescribed, or recommended within three months immediately preceding the date your benefit option became effective.

Amount of Benefit

| |  | Vice Presidents and General Managers |  | 60% of Compensation
|- |  | ------------------------------------ |  | -------------------
| |  | Senior and Executive Vice Presidents |  | 70% of Compensation

What is the cost of this benefit?

The
Company pays the entire cost of this coverage. As such, if you receive any LTD benefits, they are fully taxable.

What happens at termination/retirement?

Coverage
ceases and cannot be continued or converted.

30

---

Comprehensive Executive Nonqualified Retirement Plan

This
Plan provides Officers with an opportunity to defer a portion of their compensation for retirement or other future needs. The Plan also provides an opportunity to recover Company contributions
limited due to IRS regulations.

Eligibility

Unless
otherwise notified, an Officer of the Company whose base annual salary plus target management bonus exceeds $125,000 per year is eligible to participate in the Plan. Generally, deferral
elections must be made before the calendar year in which the compensation is earned and cannot be changed until the next calendar year. Associates promoted to an Officer position or newly hired
Officers may elect within 30 days to participate in the Plan for the remaining portion of the calendar year.

Deferral Elections

There
are six basic components to the Plan.

1.    Supplemental 401(k) Deferral

This
component allows you to receive a Company match on eligible compensation when you have reached the maximum match or are not yet eligible for a match under the qualified 401(k) plan.

This
component works in two ways:

2.    Salary Deferral

This
component allows you to defer up to 60% of your base salary.

For
example:

|                               |  | Before March Increase |          | After March Increase
|------------------------------ |  | --------------------- | -------- | --------------------
|Base salary                    |  | $                     | 140,000  |                     
|Base salary deferral election  |  |                       | 20%      |                     
|Annual deferred                |  | $                     | 28,000   |                     
|                               |  |                       | ÷ 26     |                     
|Amount deferred per pay period |  | $                     | 1,076.92 |                     

Using
the above example, before the March increase, you may elect to defer between 1%60% of $140,000. The deferral will take place on a per-pay-period basis and will reflect the base
salary paid during that pay period. If you elected to defer 20% of the $140,000, you would defer $1,076.92 per pay period. Additionally, if you were to receive a 5% salary increase in March, bringing
your base salary to $147,000, your deferral would increase to $1,130.77 per pay period ($29,400 ÷ 26 = $1,130.77).

3.    Bonus Deferral

This
component allows you to defer all or a portion (1%100%) of your management bonus. This election is for the management bonus that will beearned in the next
calendar year, but not paid until the following year.

4.    Bonus Restricted Stock Award Deferral

Under
the Company's bonus plans, if your earned bonus award is more than $3,000 over 150% of the target award, then any amounts in excess of 150% of the target award will be paid in restricted stock,
which generally vests over three years. You may defer all or a portion (1100%) of the restricted stock award payable to you for the 2002 performance year. This election is for the
management bonus that will beearned in the 2002 calendar year, but not paid until the following year.

31

---

5.    Car Allowance

This
component allows you to defer your car allowance.

|  |  |                                      |  | Annual*
|- |  | ------------------------------------ |  | -------
| |  | Vice Presidents and General Managers |  | $      
| |  | Senior Vice Presidents               |  | $      
| |  | Executive Vice Presidents and above  |  | $      

You
may elect to defer all of this amount. If you do not defer your car allowance, you will receive it as taxable income each pay period over the calendar year.

You
may also elect to be paid for mileage in lieu of the set dollar car allowance.

6.    Supplemental Pension Deferral

This
component replaces deferrals limited due to IRS regulations on contributions to the Pension Accumulation Plan. The Company will automatically contribute 3%, 4%, or 5% (based on service) of your
earnings in excess of $200,000 per year.There is no election necessary. This component has a vesting feature identical to the Pension Accumulation
Plan: if you leave prior to completing five years of credited service, no benefit is payable.

Plan Options

Once
you decide to make deferral elections under the Comprehensive Executive Nonqualified Retirement Plan, you have a number of options, which are summarized below.

Investment Funds

Money
deferred under the six components of this Plan is invested in an account with Vanguard. The same 11 Vanguard funds offered in the WellPoint 401(k) Retirement Savings Plan are available for your
nonqualified deferrals in this Plan. New participants must make investment elections on the enrollment form. Current participants can change their investment allocation for new contributions or for
existing balances by calling Vanguard at (800) 523-1188.

Distribution of Benefits

Officers
currently enrolled in this Plan have made payment elections for their Plan accounts which are on file with the Company. If you are enrolling for the first time, you must elect the timing of
when to receive the deferral account balance and what form of payment you want to receive. Please complete and submit the Distribution and Beneficiary Election Form. Note that the distribution date is
the day the distribution processing begins and not the day you will receive funds.

The
timing options are:

The
payment options are:

Distribution Processing

The
Company will begin processing your distribution on the date specified in your distribution election. Investments must be sold, money transferred to the trustee, and a check generated by the
trustee must be processed by WellPoint. Please allow a minimum of two weeks after your distribution date to receive your funds.

32

---

Changing your Distribution Election

You
may change an existing distribution election by submitting a written request at least 12 months BEFORE you are originally scheduled to receive the distribution. The new election date must be at
least 12 months after the date we receive your new election form. Please contact Charles Thorburn in the WellPoint Compensation Department for a new form.

Accelerated Distributions

Withholding

The
Company will deduct amounts required by law to be withheld for taxes with respect to benefits under this Plan.

Beneficiary Election

Officers
currently enrolled in this Plan have a beneficiary election on file. New enrollees must make a beneficiary election. Your beneficiary election may be changed at any time.

Suspension of Your Salary, Bonus, and Car Allowance Deferral Elections

You
may suspend your election for the salary, bonus, and car allowance deferral portions of the Plan. You will be eligible to elect deferrals again for the calendar year following 12 months of
suspension.

You
may limit this suspension to either salary and car allowance deferrals or bonus deferrals; in either case, future elections will only be limited for the suspended deferrals.

For
the bonus deferral, a suspension will affect multiple bonuses: any bonus deferral that has already been elected and the bonus deferral that would be elected within 12 months of suspension.

Suspension of Your Supplemental 401(k) Deferral

You
may separately suspend your election for the supplemental 401(k) deferral. You will be eligible to elect deferrals again for the calendar year following 12 months of suspension.

33

---

Your Balanced Life Benefits

WellPoint
knows that you want a career, but you also want balance with your personal life. For this reason, the Company provides a wide range of benefit programs to assist you in balancing your life
and career.

The
following information briefly outlines some of these current benefits. Please refer to your Associate Handbook for more details. The legal plan documents are controlling in any conflict of
interpretation, and the Company reserves the right to modify or terminate the programs at any time without notice.

Employee Assistance and Work/Life Program

WellPoint
offers an Employee Assistance and Work/Life Program to help you find solutions to the problems and difficulties of daily life. WellPoint offers its Employee Assistance Program (EAP) free of
cost, through WellPoint Behavioral Health (WBH). This program is available to all associates from date of hire.

The
EAP provides confidential, professional assistance when personal problems affect your life and work. EAP counseling and referral services can assist you with emotional difficulties, relationship
issues, family concerns, alcohol and drug abuse, and financial and legal concerns. Associates and eligible family members (including domestic partners and their children) may receive up to six
sessions per incident.

In
addition to offering confidential counseling, the program is designed to help you make the right decisions about your dependent care needs. Work/Life benefits include resources and referrals for
child
care needs and elder care needs offered through Harris Rothenberg International (HRI). Counselors can be reached through your EAP toll-free number.

EAP
professionals are available 24 hours a day, 7 days a week. For assistance, call the EAP at (888) 777-6665.

MedCall

MedCall
is a 24-hour, 7-day a week nurse line. There is no cost for using this service. All associates and their families have access to nurse counselors who can provide a variety of information
including:

MedCall
also provides guidance regarding questions you should ask your provider and access to an audio library of over 200 health-related topics. MedCall can be reached at (888) 629-4000. Your custom
MedCall ID # is 1005.

These
services are available to BCBSGA associates and dependents by calling BlueChoice On Call at (888) 724-BLUE (2583).

Tuition Assistance

WellPoint
encourages you to increase your knowledge and develop your career. All active, full-time regular associates who complete six months of service are eligible to request tuition assistance.
Classes must begin after the 6-month waiting period. To participate in the program, applications for tuition assistance must be approved by your supervisor prior to enrolling in any course.

The
benefit is 75% of tuition and related expenses up to a $3,000 maximum reimbursement per year. This benefit may be reduced by any grants or scholarships you receive. (Per current IRS rules,
reimbursement for undergraduate courses is not included in income, but graduate level course reimbursement is taxable income.)

34

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Academic
courses and degree programs either must be related to a currently held job or to a position at the Company for which you are preparing to qualify. Courses must be taken at an accredited
institution based in the U.S. Upon successful completion of the course (a "C" grade or better for undergraduate courses and a "B" grade or better for graduate courses-or "pass" where the course is
"pass/fail"), you will be reimbursed for registration, tuition, laboratory fees, required books, and required software. Requests for reimbursement must be completed within 90 days of completing the
course. Tuition assistance applications are available at your local Human Resources office.

For a more detailed description of the policy on the Tuition Assistance Program, please refer to the TAO bulletin board under _HR_INFORMATION or the Intranet at
WorkSite>Department Links>Human Resources>Library and Forms>Training and Education. If you have any questions, contact your supervisor or the Associate Service Center at (877) 342-5272.

Work On Wellness (WOW)

Practicing
a healthy lifestyle cuts down on stress and reduces the likelihood of illness and injury. To support this philosophy, the Company offers Work On Wellness (WOW) to all active, regular
full-time
associates following six months of active employment. WOW provides reimbursement for individual membership dues in a recognized health club, smoking cessation program or weight management program, up
to a maximum of $35 per month. Reimbursement is taxable income and is treated as "other" income and reported on your W-2 form. Reimbursement is made quarterly through your paycheck.

You
must submit a WOW reimbursement form to the Associate Service Center within 30 days of the close of the calendar quarter for which you are requesting reimbursement. You may print a copy of the WOW
form from HR Information on TAO and on WorkSite.

Time Off

Time
off includes Company holidays and paid time off ("PTO"), which can be used for vacation, illnesses, leaves of absence, and other reasons.

Holidays

WellPoint
provides eligible Officers 10 paid Company holidays each year. The scheduled days vary somewhat each year because holidays fall on different days of the week from one year to the next. The
Company holiday schedule for 2002 is in the Associate Handbook.

Paid Time Off

The
Officers' paid time off accrual schedule will be communicated in the 2002 Associate Handbook.

Leaves Of Absence

The
Company provides different leave plans to accommodate associates when certain situations arise that would temporarily make working unduly burdensome. The plans include Medical/Pregnancy Disability
Leave, Family Care/Bonding Leave, Military Leave, and Personal Leave. The Company administers leaves of absence in accordance with the Family Medical Leave Act, the Americans with Disabilities Act,
and all other federal and state laws governing leaves of absence. The plans are discussed in detail in your Associate Handbook.

35

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Your Financial Future and Retirement Benefits

Pension Accumulation Plan

On
the January 1 or July 1 following one year of service and reaching age 21, you automatically participate in the Pension Accumulation Plan. Benefits under the Plan are fully paid by the Company and
are based on earnings and length of service. For new Officers, the Company contribution is generally 3% of eligible earnings for less than 10 years of service; 4% of earnings during years 10 through
19; and 5% of earnings for any years of service after 20. Officers who complete five years of credited service are fully vested. There is no partial vesting for less than five years of service.
Statements will be mailed to your home address on an annual basis.

WellPoint 401(k) Retirement Savings Plan

WellPoint's
401(k) Retirement Savings Plan is a retirement plan designed to help you save for long-term financial goals, especially retirement. You contribute to the Plan through automatic payroll
deductions and benefit from special tax advantages.

Contributions

You
may start contributions on the first of the month following one month of completed service. An enrollment package will be mailed to your home from Vanguard, our plan trustee. Please refer to the
enrollment material, Summary Plan Description/ Prospectus, and plan document for a description of this Plan and before making any decision to participate in the Plan.

Contributions
are made on a pretax basis and are based on your eligible compensation. You can contribute between 2% and 15% of your eligible compensation, subject to the following limitations:

Company Match

Generally,
after one year of employment, the Company matches a portion of your eligible contributions. Beginning with the pay period in which you reach one year of employment, the Company will
generally match 75% on the first 6% of your eligible earnings contributed to the plan. One-third of the Company match will be invested in the WellPoint Common Stock Fund. You determine the investment
direction for the rest of the Company match. In order to maximize the Company match, you must contribute 6% to the Plan.

|Example:                        |  |                                                                      
|------------------------------- |  | ---------------------------------------------------------------------
|Eligible Biweekly
Compensation: |  | $400                                                                 
|Contribution of 6%:             |  | $24                                                                  
|Company Match of 41/2%          |  | $18                                                                  
|(75% of 6%)                     |  | ($6 invested in WellPoint
Common Stock; $12 you
choose how to invest)

36

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Vesting

You
are 100% vested in pretax contributions as well as the Company matching contributions. So, when you retire or terminate employment, you may receive all the assets in your Plan account. The portion
of the Company match directed to the WellPoint Common Stock Fund must be maintained in that fund for the period specified in the Plan.

Investment Choices

When
you enroll in the Plan, you choose how to invest your contributions. There are many investment choices available. You may change your fund selection or transfer contributions between funds daily
by calling Vanguard's VOICE Network at (800) 523-1188, 24 hours a day or by visiting Vanguard's web site at www.Vanguard.com. If you prefer, a Vanguard associate can
assist you with investment changes during normal business hours (M-F from 8:30 a.m. to 9 p.m. Eastern Time). To access your account, you must have your Social Security number and your assigned
Personal Identification Number (PIN).

Access to Your Savings

The
Plan is designed to encourage long-term savings, but you may access money from the Plan under certain circumstances. The Plan offers loans and hardship withdrawals. Please see your enrollment
materials and the Summary Plan Description/Prospectus for details and before making any decision to participate in the Plan.

Employee Stock Purchase Plan

You
may enroll in the Employee Stock Purchase Plan if you are employed on the day preceding the first day of the offering period. Enrollment is twice a yearin December, reflecting the
January to June offering period, and in June, reflecting the July to December offering period. At the end of each offering period, your contributions are used to purchase WellPoint Common Stock at a
rate discounted from the market price at the time of purchase.

Shares
are purchased at 85% of the lower of the Company stock price on the first day of the offering period or on the last day of the offering period.

You
may choose to keep or sell your shares and are responsible for brokerage fees, capital gains, and any other costs associated with the sale.

You
should refer to the Summary Plan Description/ Prospectus for a complete description of the Plan before making a decision to participate.

37

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Mid-Year Changes

Generally,
you will not be able to change yourFlexPoint elections until the next Open Enrollment period. However, IRS rules and the plans allow you to
change your elections during the year if you have a qualified mid-year change.

Qualified Mid-Year Changes

Examples
of qualified mid-year changes for which you can change some of your benefits during the year include:

The
coverage change must be consistent with the qualifying event.

If
a qualified mid-year change occurs, it is your responsibility to contact the Associate Service Center within 31 days of the qualifying event. After you report the event to the Associate Service
Center, you will receive an Enrollment Worksheet for your use in making changes to your benefits. Failure to act promptly could result in not having coverage for which you or your dependents would
otherwise be eligible.

Continuing
coverage for a dependent who is no longer eligible (i.e. divorce, termination of domestic partnership, a dependent child reaching the maximum age, etc.), is a violation of Company policy
and subject to disciplinary action up to and including termination of employment. WellPoint pays for a portion of coverage for these individuals. You may be liable for premiums and all expenditures
including, but not limited to, claims costs and any fees necessary to be reimbursed for any paid claims, as well as legal fees.

If
you move to an area where an HMO, Dental Net, or a PPO is not available, you must change your option to one that is available in your new location. However, no other benefit changes will be
allowed.

The
chart on the following pages shows the changes you can make during the year. For allowable domestic partner changes, refer to the Domestic Partner Guide.

38

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Qualified Mid-Year Changes

|Event*                                                                         |  | Election Changes You Can Make
Within 31 Days of the Event |  | Coverage/Change
Effective Date                                                                                                                                                            |  | Documentation Required
|------------------------------------------------------------------------------ |  | --------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|You get married                                                                |  |                                                          |  | Enroll yourself, spouse, and your spouse's dependent children in Medical, Dental, and/or Vision (may not change existing plans)                                                           |  | Date of the event     
|                                                                               |  |                                                          |  | Cancel Medical, Dental, and/or Vision for yourself and dependent children if you are electing coverage under your new spouse's plan                                                       |  |                       
|                                                                               |  |                                                          |  | Add Spouse Life                                                                                                                                                                           |  |                       
|                                                                               |  |                                                          |  | Enroll in/increase Health Care Spending Account                                                                                                                                           |  |                       
|                                                                               |  |                                                          |  | Enroll in/cancel/change amount of contribution to Dependent Day Care Spending Account                                                                                                     |  |                       
|                                                                              
|You get divorced, legally separated, or have your marriage annulled            |  |                                                          |  | Enroll yourself and dependent children in Medical, Dental, and/or Vision if you and your dependent children lose coverage under your former spouse's plan(s)                              |  | Date of the event     
|                                                                               |  |                                                          |  | Required to cancel spouse in Medical, Dental, and Vision (COBRA coverage will be available for your spouse)                                                                               |  |                       
|                                                                               |  |                                                          |  | Required to cancel Spouse Life and Child Life for stepchildren                                                                                                                            |  |                       
|                                                                               |  |                                                          |  | Enroll in/change contribution to Health Care Spending Account                                                                                                                             |  |                       
|                                                                               |  |                                                          |  | Enroll in/cancel/change amount of contribution to Dependent Day Care Spending Account                                                                                                     |  |                       
|                                                                              
|You gain a dependent                                                           |  |                                                          |  | Enroll yourself, spouse, and dependent                                                                                                                                                    |  | Date of the event     
|child through birth,                                                           |  |                                                           |  | children in Medical, Dental, and/or Vision                                                                                                                                                |  |                       
|adoption or placement                                                          |  |                                                          |  | Add new dependent child to existing Child                                                                                                                                                 |  |                       
|for adoption, or gain                                                          |  |                                                           |  | Life coverage or enroll an only child                                                                                                                                                     |  |                       
|legal guardianship                                                             |  |                                                          |  | Enroll in/increase Health Care Spending Accounts                                                                                                                                          |  |                       
|                                                                               |  |                                                          |  | Enroll in/increase Dependent Day Care Spending Account                                                                                                                                    |  |                       
|                                                                              
|Your and/or your                                                               |  |                                                          |  | Required to cancel dependent child in                                                                                                                                                     |  | End of the month      
|spouse's dependent child                                                       |  |                                                           |  | Medical, Dental, Vision, and Child Life                                                                                                                                                   |  |                       
|becomes ineligible (i.e.                                                       |  |                                                           |  | (may be eligible for COBRA)                                                                                                                                                               |  |                       
|marriage, over maximum                                                         |  |                                                          |  | Cancel (if ineligible dependent is                                                                                                                                                        |  |                       
|age, becomes a WellPoint associate, etc.) or you lose legal custody of a child |  |                                                           |  | only person covered) or decrease Dependent Day Care Spending Account                                                                                                                      |  |                       
|                                                                              
|Your spouse dies                                                               |  |                                                          |  | Required to cancel spouse in Medical, Dental, Vision, and Spouse Life                                                                                                                     |  | Date of death         
|                                                                               |  |                                                          |  | Enroll yourself and dependent children in Medical, Dental, Vision, and Health Care Spending Account if you and your dependent children lose coverage under your deceased spouse's plan(s) |  |                       
|                                                                               |  |                                                          |  | Change amount of Health Care Spending Account                                                                                                                                             |  |                       
|                                                                               |  |                                                          |  | Enroll in/change amount of Dependent Day Care Spending Account                                                                                                                            |  |                       
|                                                                              
|Your dependent child dies                                                      |  |                                                          |  | Required to cancel dependent child in Medical, Dental, Vision, and Child Life                                                                                                             |  | Date of death         
|                                                                               |  |                                                          |  | Decrease Health Care Spending Account                                                                                                                                                     |  |                       
|                                                                               |  |                                                          |  | Decrease Dependent Day Care Spending Account                                                                                                                                              |  |                       

39

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|Event*                                                                        |  | Election Changes You Can Make
Within 31 Days of the Event |  | Coverage/Change
Effective Date                                                                                                                                                    |  | Documentation Required                               
|----------------------------------------------------------------------------- |  | --------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------
|Your spouse begins                                                            |  |                                                          |  | Cancel yourself, spouse, and/or dependent                                                                                                                                         |  | Date of the event                                    
|employment or increases                                                       |  |                                                           |  | children in Medical, Dental,                                                                                                                                                      |  |                                                      
|his/her work hours and                                                        |  |                                                           |  | and/or Vision                                                                                                                                                                     |  |                                                      
|gains Medical, Dental,                                                        |  |                                                          |  | Change contribution to Health Care Spending                                                                                                                                       |  |                                                      
|and/or Vision coverage                                                        |  |                                                           |  | Account                                                                                                                                                                           |  |                                                      
|through his/her employer                                                      |  |                                                          |  | Enroll in/increase Dependent Day Care Spending Account                                                                                                                            |  |                                                      
|                                                                             
|Your spouse ends                                                              |  |                                                          |  | Enroll yourself, spouse, and/or dependent                                                                                                                                         |  | Date of the event                                    
|employment or loses                                                           |  |                                                           |  | children in Medical, Dental,                                                                                                                                                      |  |                                                      
|eligibility for benefits and                                                  |  |                                                           |  | and/or Vision                                                                                                                                                                     |  |                                                      
|you/your spouse/your                                                          |  |                                                          |  | Enroll in/change contribution to Health Care                                                                                                                                      |  |                                                      
|dependent children lose                                                       |  |                                                           |  | Spending Account                                                                                                                                                                  |  |                                                      
|Medical, Dental, and/or Vision coverage through his/her employer              |  |                                                          |  | Cancel/decrease Dependent Day Care Spending Account                                                                                                                               |  |                                                      
|                                                                             
|Your and/or your spouse's                                                     |  |                                                          |  | Enroll dependent in Medical, Dental, and/or                                                                                                                                       |  | Date of the event                                    
|dependent ends employment                                                     |  |                                                           |  | Vision                                                                                                                                                                            |  |                                                      
|or loses eligibility for benefits through his/her employer                    |  |                                                          |  | Change contribution to Health Care Spending Account                                                                                                                               |  |                                                      
|                                                                             
|Your spouse or dependent child begins full-time employment at WellPoint       |  |                                                          |  | Required to cancel Spouse/Child Life                                                                                                                                              |  | Date spouse or dependent child qualifies for benefits
|                                                                             
|Your and/or your spouse's                                                     |  |                                                          |  | Cancel Medical, Dental, Vision, and Child                                                                                                                                         |  | Date of the event                                    
|dependent's dependent                                                         |  |                                                           |  | Life for dependent child                                                                                                                                                          |  |                                                      
|child begins employment                                                       |  |                                                          |  | Change contribution to Health Care Spending                                                                                                                                       |  |                                                      
|enrollment or increases work hours and gains                                  |  |                                                           |  | Account                                                                                                                                                                           |  |                                                      
|coverage through his/her employer                                             |  |                                                           |  |                                                                                                                                                                                   |  |                                                      
|                                                                             
|You move outside HMO or PPO Service Area                                      |  |                                                          |  | Required to elect new Medical plan in new location                                                                                                                                |  | Date of the event                                    
|                                                                             
|You move outside Dental Net Service Area                                      |  |                                                          |  | Enroll in new Dental plan                                                                                                                                                         |  | Date of the event                                    
|                                                                             
|Your job status changes from                                                  |  |                                                          |  | Enroll in Medical, Dental, Vision, Employee                                                                                                                                       |  | First of the month                                   
|part-time to full-time                                                        |  |                                                           |  | Life, AD&D, Spouse Life, Child Life,                                                                                                                                              |  | following job                                        
|                                                                              |  |                                                           |  | STD, and LTD                                                                                                                                                                      |  | status change                                        
|                                                                              |  |                                                          |  | Enroll in/increase Health Care Spending Account                                                                                                                                   |  |                                                      
|                                                                              |  |                                                          |  | Enroll in/increase Dependent Day Care Spending Account                                                                                                                            |  |                                                      
|                                                                             
|Your job status changes from                                                  |  |                                                          |  | Enroll yourself, spouse, and dependent                                                                                                                                            |  | First of the month                                   
|part-time (under 20                                                           |  |                                                           |  | children in Medical                                                                                                                                                               |  | following job                                        
|hours/week) to part-time at                                                   |  |                                                          |  | Enroll in Health Care Spending Account                                                                                                                                            |  | status change                                        
|least 20 hours/week                                                           |  |                                                          |  | Enroll in Dependent Day Care Spending Account                                                                                                                                     |  |                                                      
|                                                                             
|Your job status changes from                                                  |  |                                                          |  | Change Medical plan                                                                                                                                                               |  | First of the month                                   
|full-time to part-time (at least                                              |  |                                                          |  | Required to cancel Dental, Vision, STD, LTD,                                                                                                                                      |  | following job                                        
|20 hours/week)                                                                |  |                                                           |  | Employee Life, AD&D, Spouse Life, and                                                                                                                                             |  | status change                                        
|                                                                              |  |                                                           |  | Child Life (COBRA may be available)                                                                                                                                               |  |                                                      
|                                                                              |  |                                                          |  | Enroll in/cancel/change contribution to Health Care Spending Account                                                                                                              |  |                                                      
|                                                                              |  |                                                          |  | Cancel/decrease Dependent Day Care Spending Account                                                                                                                               |  |                                                      
|                                                                             
|Your job status changes from full-time to part-time (less than 20 hours/week) |  |                                                          |  | Required to cancel Medical, Dental, Vision, STD, LTD, Employee Life, Spouse Life, Child Life, Health Care and Dependent Day Care Spending Account (COBRA may change be available) |  | First of the month following job status              

Important Note: The allowable changes are permitted only if they are consistent with and on account of your
change in status as determined under IRS regulations.

40

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Continuing Health Care Coverage ("COBRA")

This
is a summary of your rights and obligations under the COBRA continuation coverage provisions.Both you and your spouse, if any, should take the time to read this notice
carefully.Domestic partners and children of domestic partners are not eligible for COBRA continuation.

COBRA
requires that most Officers of WellPoint and its related companies and their families receive the opportunity for a temporary extension of health care coverage, called "continuation coverage,"
at group rates in certain instances where coverage under the WellPoint Companies' Group Health Plans ("Health Plans") would end. For this purpose, the term "Health Plans" includes the WellPoint
Companies' medical, dental, vision, employee assistance, and health care flexible spending account plans, and the term "qualified beneficiary" is used below to refer to individuals who are eligible to
receive COBRA continuation coverage.

Qualifying Events For Officers

If
you are an Officer of the WellPoint Companies covered by a Health Plan, you have the right to choose COBRA continuation coverage if you lose your Health Plan coverage because of the following:

Qualifying Events for Spouse and Dependent Children

If
you are the spouse or a dependent child of an Officer covered by a Health Plan, you have the right to choose continuation coverage for yourself if you lose coverage for any of the following
reasons:

There
is no COBRA continuation coverage for domestic partners or their children.

Deadline for Election

When
the Plan Administrator is notified that one of these qualifying events has happened, the Administrator will, in turn, notify you that you have the right to choose continuation coverage. Under
COBRA, you have 60 days from the date you receive the notice or 60 days from the date that you would lose coverage because of one of the qualifying events described above (if later) to inform the Plan
Administrator that you want continuation coverage. If you do not choose continuation coverage, your group Health Plan coverage will end.

Type of Coverage

If
you choose continuation coverage, the WellPoint Companies are required to give you coverage which, as of the time coverage is being provided, is identical to the coverage provided under the Health
Plan to similarly situated Officers or family members.

Length of Coverage

COBRA
requires that you be afforded the opportunity to maintain continuation coverage for 36 months unless you lost Health Plan coverage because of a termination of employment or reduction in hours.
In that case, the required continuation coverage period is 18 months.

The
18-month period may be extended to 29 months if a qualified beneficiary is determined by the Social Security Administration to be disabled (for Social

41

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Security
disability purposes) at any time during the first 60 days of COBRA coverage. This 11-month extension is available to all individuals who are qualified beneficiaries due to a termination or
reduction in hours of employment. To benefit from this extension, a qualified beneficiary must notify the Plan Administrator of that determination within 60 days and before the end of the original
18-month period. The affected individual must also notify the Plan Administrator within 30 days of any final determination that the individual is no longer disabled.

The
18- or 29-month period may be extended if other qualifying events (for example, divorce, death, or entitlement to Medicare) occur during the period. In no event will coverage last beyond 36 months
from the date of the qualifying event that originally made you eligible to elect COBRA continuation coverage.

A
child who is born to or placed for adoption with the covered Officer during a period of COBRA coverage will be eligible to become a qualified beneficiary if the Plan Administrator is notified within
31 days of the birth or placement for adoption.

Early Termination of Coverage

COBRA
provides that your continuation coverage may be shortened foranyof the following five reasons:

The
Plan Administrator reserves the right to terminate your COBRA coverage retroactively if you are determined to be ineligible for COBRA.

Cost of Coverage

You
do not have to show that you are insurable to choose continuation coverage. However, the law provides for payment by the qualified beneficiary of 100% of the premium for continuation coverage
plus an administrative fee. The cost of continuation will be 102% of the premiums. However, if you are eligible to extend continuation of coverage for an additional 11 months due to disability, the
cost of continuation for any additional months will be 150% of the premiums. There is a grace period of 30 days for the regularly scheduled premium.

Cancellation for Non-Payment

Additional Information

If
you have any questions about COBRA, please contact the Associate Service Center.

42

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Important Information

Actively At Work

If
you are not actively at work on a full-time basis on the day your coverage or an increase in your benefits would otherwise begin, then your coverage or an increase in benefits will not begin until
the date you return to active work on a full-time basis.

If
you elect a medical plan offered by WellPoint, coverage will become effective under the Plan even if you are hospitalized or on medical leave on the effective date.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA)

Pre-existing
conditions exclusions have been eliminated from the WellPoint Preferred and Group Medical Plans (for pre-existing conditions on LTD/STD, please see page 30). Special enrollment provisions
for associates declining medical coverage have been adopted.

Special Enrollment Rights

If
you are declining enrollment for yourself or your dependents because of other health insurance coverage, you may be able to enroll yourself or your dependents in the future in a medical plan
offered by WellPoint, provided that you request enrollment within 30 days after your other coverage ends.

In
addition, if you have a new dependent or other person eligible under our plans as a result of marriage, domestic partnership, birth, adoption, or placement for adoption, you may be able to enroll
yourself and other eligible persons, provided that you request enrollment within 31 days after the marriage, birth, adoption, or placement for adoption.

Newborn's and Mother's Protection Act

The
minimum stay for mothers and newborn children is 48 hours following a normal delivery and 96 hours following a cesarean section. Providers are not required to obtain authorization from the Plans
or the insurance issuer for prescribing a length of stay within the above periods.

Women's Health and Cancer Rights Act of 1998

The
Women's Health and Cancer Rights Act of 1998 was enacted on October 21, 1998 and requires that all health plans cover post-mastectomy breast surgery if they provide medical and surgical coverage
for mastectomies. If you and/or your eligible dependents receive these benefits under a WellPoint-sponsored medical plan, the plan must cover:

Benefits
required under the Women's Health and Cancer Rights Act will be provided in consultation between the patient and attending physician. These benefits are subject to the same health plan
deductibles, copayments, and coinsurance that apply to any other benefit under the specific plan and cannot be denied or reduced on the grounds that they are cosmetic in nature or that they otherwise
do not meet the plan's definition of "medically necessary."

If
you are enrolled in an HMO offered by WellPoint, please be aware that several states have enacted similar laws requiring coverage for treatment related to mastectomies. If the similar law of the
state in
which your HMO is located is more generous than the federal law, your benefits will be paid in accordance with your state's law.

43

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Important Telephone Numbers

|Associate Service Center                   |  | (877) 342-5272                  
|------------------------------------------ |  | --------------------------------
|                                          
|Medical                                    |  |                                 
|                                          
|                                           |  | WellPoint Preferred PPO         
|                                          
|                                           |  | WellPoint Group                 
|                                          
|                                           |  | BCBSGA PPO                      
|                                          
|HMOs                                       |  |                                 
|                                          
|                                           |  | CA:                             
|                                          
|                                           |  | CT:                             
|                                          
|                                           |  | GA:                             
|                                          
|                                           |  | IL:                             
|                                          
|                                           |  | MA:                             
|                                          
|                                           |  | MI:                             
|                                          
|                                           |  | TX:                             
|                                          
|                                           |  |                                 
|                                          
|                                           |  | VA:                             
|                                          
|Dental                                     |  |                                 
|                                          
|                                           |  | Dental Net                      
|                                          
|                                           |  | WellPoint Standard Dental       
|                                          
|                                           |  | WellPoint Enhanced Dental       
|                                          
|                                           |  | BCBSGA Dental                   
|                                          
|Vision                                     |  |                                 
|                                          
|                                           |  | VSP                             
|                                          
|                                           |  | LensCrafters (BCBSGA associates)
|                                          
|UniAccount (Flexible Spending Accounts)    |  | (888) 209-7976                  
|                                          
|MedCall (ID # 1005)                        |  | (888) 629-4000                  
|                                          
|BlueChoice On Call (BCBSGA associates)     |  | (888) 724-BLUE (2583)           
|                                          
|Group Universal Life Insurance             |  | (925) 979-3255                  
|                                          
|Comprehensive Nonqualified Retirement Plan |  | (805) 557-5801                  
|                                          
|Employee Assistance and Work/Life Program  |  | (888) 777-6665                  
|                                          
|Vanguard's Voice Network                   |  | (800) 523-1188                  
|                                          
|Employee Stock Purchase Plan               |  |                                 
|                                          
|                                           |  | ASTStock Plan Administrator    
|                                          
|                                           |  | National Discount Brokers       
|                                          

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Important Addresses for Claims

MedicalPPO

WellPoint
Health Networks Inc.
P.O. Box 4109
Woodland Hills, California 91365
Attn: Associate Claims Unit

Dental

WellPoint
Health Networks Inc.
P.O. Box 9066
Oxnard, California 93031-9066
Attn: Associate Claims Unit

Vision

Vision
Service
Plan P.O. Box 997100
Sacramento, California 95899-7100

BCBSGA Associates

Medical and DentalBlue Cross and Blue Shield of Georgia
P.O. Box 9907
Columbus, GA 31908-6007

VisionBCBSGA Vision
P.O. Box 9907
Columbus, GA 31908-6007

Pharmacy Drugs

WellPoint
Pharmacy
P.O. Box 4165
Woodland Hills, California 91365-4165

Spending Accounts

UniAccount
P.O. Box 4381
Woodland Hills, California 91365-4381

45

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