Exhibit 10.17  2004HUMAN RESOURCESBenefits
  for Your Life and CareerFOR OFFICERS  
   2004
Enrollment Guide  
   Whats New for 2004  Open Enrollment  As part of our ongoing
commitment to providing our Officers with a valuable and competitive benefits
program, we have made some important enhancements and changes to the WellPoint
Officer Benefits Program for 2004. Take the time to use the tools and
information available to make the best decisions for you and your family.  New
Medical Cost Structure  To allow us to keep medical
contribution increases for the majority of our associates well below the
overall cost increase of 18%, this year, our directors and Officers will absorb
a greater portion of the increases. For 2004, medical contributions will be
based on the four tiers of job level listed below, with each tier taking on a
greater share of the medical cost increases.  Job Level
  
  Associate Medical
  Contribution IncreaseNon-exempt
  
  1012
  %Exempt
  
  1518
  %Director,
  Staff Vice President and Regional Vice President
  
  4852
  %Vice
  President and Above
  
  120125
  %  These increases apply only
to contributions for medical coverage. Associate contributions for dental and
vision coverage, and the rate tables for life, AD&D, short-term and long-term
disability insurance are not increasing for 2004.  Spouse/Domestic
Partner Medical Coverage  Effective January 1, 2004,
WellPoint will not be the primary payor for spouses/domestic partners who are
eligible for other group medical coverage. Therefore, if your spouse/domestic
partner (1) wants medical coverage and (2) is eligible for other group medical
coverage, he or she must
enrollin that plan for primary coverage. You may also enroll
your spouse/domestic partner for secondary coverage in a WellPoint medical
plan. There is no change
in medical coverage for your childrenthey will continue to be
eligible for coverage just as they are in 2003. In addition, this policy does
not apply if your spouse is also a WellPoint associate.  During 2004 Open Enrollment,
you will be required to certify online whether or not your spouse/domestic
partner is eligible for other group medical coverage.  New
Medical Choices  Depending on where you live and work, you will now have five options
for medical coverage for you and your dependents:  WellPoint
Health CareAdvocate PPO $300  WellPoint
Health CareAdvocate PPO $500  WellPoint
PowerHealth Fund  Health
Maintenance Organization (HMO)  where
available  Waive
Coverage  You
Must Enroll for 2004  Because we
have made some important changes to your health care choicesincluding a new
medical cost structure and new medical benefit optionsall associates must log
on to ASC Online and either select a medical plan or waive coverage for 2004.
If you do not log on, a medial plan will be selected for you, based on your
2003 coverage level and plan.  i 
   PPO
Deductible Levels for Full-Time Associates  For 2004, you may choose
between two deductible levels$300 or $500when you enroll in the WellPoint
Health CareAdvocate PPO. Generally, the plan will cover 80% of most in-network
medical care after you meet your annual deductible.  PPO
Pre-Notification  If you enroll in either of
the two WellPoint Health CareAdvocate PPO plans in 2004, you can receive the
maximum benefits available for in-network services by contacting a Health
CareAdvocate before receiving specialty care or going to the hospital. This is
called pre-notification.See page
24 for more details.  Mail-Order
Requirement for Maintenance Medications  Beginning January 1, 2004,
if you choose to enroll in a WellPoint Health CareAdvocate PPO, WellPoint
PowerHealth Fund or WellPoint HMO (e.g., BCC, BCBSGA, BCBSMo), you will need to
refill and reorder your prescriptions for maintenance medications (as defined
by WellPoints Healthcare Quality Assurance) through our mail-order service,
PrecisionRx.  Two-Year
Dental Election Requirement  Beginning in 2004, you will
be able to enroll in dental benefits or change your election in even-numbered
years only. That means you will not be able to change or decline the dental
election you make this year until Open Enrollment for 2006.  New
Dental Network in Missouri  In 2004, the dental network
for associates in Missouri will change from the DentaMax network to the
DentaBlue networkpart of WellPoint Dentals national network.  Health
Care Flexible Spending Account Enhancement  As of October 1, 2003, you
can be reimbursed for the cost of many over-the-counter medications when you
participate in the Health Care Flexible Spending Account (FSA).  ii 
   How to Use This Guide  Your 2004 Enrollment Guide
contains benefit information that will be helpful in enrolling in the Benefits
Program and FlexExec Officer
Program of WellPoint Health Networks, Inc. (WellPoint) and its affiliates.
Use this Enrollment Guide for:  Enrollment
Procedures for New Associates  Enrollment procedures for
new Officers are on page 11 of this Guide.  Open
Enrollment  An overview of the 2004
Benefits Program starts on page 2, and enrollment procedures are on pages 910.  Because we have made
important changes to your medical choices for 2004, you must log on to ASC Online at home.wellpoint.com or on the Internet at
asconline.wellpoint.com and either select a medical plan or waive coverage for
2004.  Read this Enrollment Guide
carefully to determine the benefits that best suit your needs for 2004. Enroll for 2004 benefits from
October 30, 2003, through November 7, 2003.  Benefit
Information  Explanations of the 2004
benefits are included for your review.  Benefits  WellPoint benefits provide
you and your family with health care, life insurance and disability coverage
options. You can change most of your benefits once a year in order to meet your
needs for the upcoming year. Read this section carefullybecause you
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.  Additional
Benefits  WellPoint offers you a wide spectrum of additional benefits to assist
you in balancing your career and your personal life, including:  Employee
Assistance and Work/Life Program  Nurse
Counselors On Call  Work
on Wellness (WOW)  You can take advantage of
many of these benefits at any time during the year.  Financial
Future and Retirement Benefits  Brief descriptions of the
401(k) Retirement Savings Plan and Employee Stock Purchase Plan are included.  Mid-Year
Changes  WellPoint Officers
experience a number of changes throughout
the yearthat could affect their benefits, including marriage, birth
and change of employment. Review the Mid-Year Changes section to learn more
about 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.  iii 
   About
This Guide  This Guide
describes the associate benefit and retirement plans available to WellPoint
Officers.  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 associate 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 prior 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.  Please note
that individual Health Maintenance Organizations (HMOs) may make changes to
their plans during the plan year as governed by their own state laws and
programs.  iv 
   Benefits
for Your Life and Career  Table
of Contents  Your 2004 Benefits ProgramBenefitsFlexExecComprehensive Executive Non-Qualified
  Retirement PlanAdditional PlansYour Benefits EligibilityHow
  Your Benefits WorkDomestic Partner CoverageOpen
  Enrollment Procedures for Current WellPoint OfficersEnrollment
  Procedures for New OfficersBenefits
  InformationYour
  Medical CoverageYour
  Dental CoverageYour
  Vision CoverageYour Life Insurance
  CoverageYour Dependent
  Life Insurance Coverage  Spouse/Domestic
  Partner  ChildYour Accidental
  Death and Dismemberment (AD&D) CoverageYour Flexible Spending
  AccountsHealth CareDependent Day CareFlexExecOfficer
  Physical ExamsGroup Universal Life
  InsuranceYour
  Disability CoverageComprehensive
  Non-Qualified Retirement PlanAdditional
  BenefitsEmployee
  Assistance and Work/Life ProgramNurse
  Counselors On CallWork
  On WellnessYour
  Financial Future and Retirement BenefitsMid-Year
  ChangesContinuing
  Health Care Coverage (COBRA)Important
  InformationImportant Telephone
  NumbersImportant Addresses for
  Claims  1 
   Your 2004 Benefits Program  Heres a quick look at the
benefits offered to Officers of WellPoint Health Networks Inc.  Plan
  
  ChoicesMedical
  
  WellPoint Health
  CareAdvocate PPO $300, WellPoint Health CareAdvocate PPO $500, WellPoint
  PowerHealth Fund, Group or HMOsDental 
  (two-year election)
  
    Dental Net (available only in
  California)  WellPoint Standard Dental Plan  WellPoint Enhanced Dental PlanVision
  
  Vision Service PlanLife Insurance
  
    $50,000 (minimum coverage
  required)  1 times your benefit salary  2 times your benefit salary  3 times your benefit salary  4 times your benefit salaryAccidental Death and
  Dismemberment (AD&D)
  Insurance
  
    1 times your benefit salary
  (minimum coverage required)  2 times your benefit salary  3 times your benefit salary  4 times your benefit salaryDependent Life InsuranceSpouse/Domestic Partner:
  
    $5,000  50% of your benefit salary  1 times your benefit salaryEach Child*:
  
    $5,000  $10,000  $25,000Flexible Spending Accounts
  
    Health care up to $5,000  Dependent day care up to $5,000  
 *Amount payable depends on
age of child. See page 33.     2 
   FlexExec  These benefit plans are
provided for all WellPoint Officers automaticallyno enrollment is required.   Plan
  
  OptionsOfficer Physical
  Exams
  
  Available to Vice
  Presidents and above with one year of serviceGroup
  Universal Life
  
  2 times compensation* for
  Vice Presidents and General Managers
  3 times compensation* for Senior Vice Presidents and aboveShort-Term
  Disability
  
  Maximum of 26 weeks salary
  continuanceLong-Term
  Disability
  
  60% of compensation** for
  Vice Presidents and General Managers
  70% of compensation** for Senior and Executive Vice Presidents  
 *Base
salary as of September 1, 2003 plus target management bonus **Base
salary as of September 1, 2003 plus target management bonus and commissions
received from 9/1/2002 through 8/31/2003  ComprehensiveExecutive Non-Qualified Retirement Plan  Plan/Feature
  
  OptionsSupplemental
  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 contributionSalary
  Deferral
  
  You may defer 1%60% of
  your base salaryManagement
  Bonus Deferral
  
  You may defer 1%100% of
  your 2004 bonus to be paid in 2005Bonus Deferral(Bonus
  Awards in Excess of 150% of Target)
  
  Any bonus amounts in
  excess of 150% of the target award will be deferred as cash; three-year
  vesting appliesCar 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 aboveSupplemental
  Pension Plan
  
  WellPoint automatically
  makes contributions for compensation in excess of $205,000; five-year vesting
  applies  Additional Plans  Plan
  
  OptionsWellPoint
  401(k) Retirement Savings Program
  
  Highly compensated may
  defer 1%8% of your eligible compensation; Company match applies (see page 45
  for details)Employee
  Stock Purchase Plan
  
  You may contribute between
  $20 and $817.30 per pay period (see page 46 for details)  3 
   Your Benefits Eligibility  Newly hired Officers are
eligible for benefits on the first day of the month coinciding with or
following one calendar month of employment. For example, if you begin work on
July 15, youll be eligible to participate in WellPoints health and welfare
benefits on September 1. If you begin work on July 1, youll be eligible to
participate on August 1.  If you are rehired within
one year of termination, you are eligible for benefits on the first of the
month following your rehire date.  Dependents  You may enroll only your eligible dependents in benefits. Enrolling dependents who 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
available for health and life insurance benefits. See pages 78.  Eligible dependents include:  Your
spouse/domestic partner  Your
or your spouses/domestic partners unmarried children through age 18 who are
your dependents as defined in Internal Revenue Code section 152, even if you do
not claim them as dependents for tax purposes. Legally adopted children,
stepchildren and any child for whom you or your spouse/domestic partner are a
legal guardian are eligible under the same terms as your own natural children.  Your
or your spouses/domestic partners unmarried children, age 19 through 24, who
are your dependents for income tax purposes and are enrolled for 12 or more credits
per semester (or equivalent full-time basis) in an accredited college,
university or post-high-school trade or technical school. You will be required
to provide proof of full-time student status.  Your
or your spouses/domestic partners unmarried children who are your dependents
for income tax purposes and who are declared by a physician to be incapacitated
or disabled. A physicians note is required, and generally the child must have
been covered under the plan at the time of disability.  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).  Note: You may not be covered
as both 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).  4 
   When
Coverage Ends  Your coverage under the
medical, dental and vision plans will end on the last day of the month in which
your employment with WellPoint terminates. You may be eligible to continue your
WellPoint health coverage through COBRA (see page 51). Employee life, AD&D,
dependent life, STD and LTD end on your last day of employment with WellPoint.
You may be able to convert your employee life insurance. Coverage for
associates whose positions are eliminated as part of a reduction-in-force will
receive subsidized COBRA for their medical, dental and vision coverage for
three months following the last day of the month in which they are terminated,
as specified in the release agreement. 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:  For
the medical, dental and vision plans, on the last day of the month you cease to
be an eligible associate (such as termination of employment, retirement, change
in employment status or for any other reason)  For
the employee life, dependent life, AD&D, STD and LTD plans, on the date you
cease to be an eligible associate (such as termination of employment,
retirement, change in employment status or for any other reason)  Upon
discontinuation or termination of any plan, when such plan ends. The plans may
be terminated or amended without notice to you  Upon
non-payment of any required associate contribution  Your dependent(s) coverage will cease at the earliest time specified
below:  When
your coverage terminates  On
the last day of the calendar month when your dependent(s) cease to be eligible,
depending on plan provisions  Upon
non-payment of any required associate contribution  New
for 2004: Spouse/Domestic Partner Medical Coverage  Effective January 1, 2004,
WellPoint will not be the primary payor for spouses/domestic partners who are
eligible for other group medical coverage. Therefore, if your spouse/domestic
partner (1) wants medical coverage and (2) is eligible for other group medical
coverage, he or she must
enrollin that plan for primary coverage. You may also enroll
your spouse/domestic partner for secondary coverage in a WellPoint medical
plan. There is no change
in medical coverage for your childrenthey will continue to be
eligible for coverage just as they are in 2003. In addition, this policy does
not apply if your spouse is also a WellPoint associate.  If your spouse/domestic
partner is eligible for other group medical coverage, the following provisions
will apply:  Coverage
under the other plan will be primary. If you elect WellPoint medical coverage
for your spouse/domestic partner, WellPoint will pay only as a secondary
carrier.  If
your spouse/domestic partner chooses not to enroll in his or her employers
plan, he or she will not be eligible to enroll in a WellPoint plan, and will
not be able to receive any benefits from WellPoints Plan.  If
your spouse/domestic partner is currently ineligible for his or her employers
plan but becomes eligible during 2004, he or she must enroll in that plan and
you may drop spouse/domestic partner coverage under a WellPoint plan.  If
your spouse/domestic partner is not eligible for other medical coverage because
he or she does not work or is not offered any medical benefits through his or
her employer and you enroll your spouse in the WellPoint plan, the WellPoint
plan will serve as the primary carrier for your spouse/domestic partner.  You will be required to
certify online whether or not your spouse/domestic partner is eligible for
medical coverage through another group plan when you enroll for your 2004
benefits. This policy change does not impact spouse/domestic partner benefits
under the dental, vision, health care flexible spending account and life
insurance plans.    5 
   How Your Benefits Work  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:  Yourself
only  Yourself
plusSpouse/Domestic Partner  Yourself
plusChild(ren)  Yourself
plusFamily (Spouse/Domestic
Partner and Child(ren))  The
Pretax Advantage  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 pay BEFORESocial Security, Medicare, federal,
state and local income taxes are calculated and withheld. This way, your
taxable income is reduced, you pay less tax and retain more of your pay for
other living expenses.  Pretax  Medical Dental Vision Flexible Spending AccountsHealth Care and Dependent
Day Care  Post-Tax  Employee Life Insurance Dependent Life Insurance Accidental Death and Dismemberment (AD&D) Domestic Partner Coverage  
 *For more information, please refer to the Domestic Partner Coveragesection.  Coverage
During a Leave of Absence  If you go on an unpaid leave
of absence, you are given the option to discontinue some or all of your
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 bi-weekly payments
for the cost of your benefits to the Leave of Absence Unit. The maximum
allowable time you may continue your benefits while on any leave of absence is
16 weeks, at which time you will be eligible to continue benefits under COBRA.  Changes
to Coverage During a Leave of Absence  Changes
that may result in an increase in the amount or volume of life insurance will
not take effect while on a leave of absence; they are delayed until your return
to active employment.  Updates
to your benefit salary which may affect your STD and LTD income replacement are
delayed until your return to active employment.  6 
   Domestic
Partner Coverage  WellPoint offers certain
benefit coverages to domestic partners. Officers who are eligible for benefits
may enroll their domestic partners and/or children of domestic partners in
medical,* dental, vision and life insurance coverage.  For the purpose of the
WellPoint Benefits Program, 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 meet ALLof
the following criteria:  Each
person is the others sole domestic partner and intends to remain so
indefinitely.  Neither
person is married to or legally separated from anyone else.  Each
person is at least 18 years of age and mentally competent to consent to the
terms of the Declaration of Domestic Partnership.  The
associate and domestic partner are not related by blood to a degree of
closeness that would prohibit legal marriage in the state in which they reside.  Both
persons currently reside in the same residence and intend to do so
indefinitely.  Both
persons are jointly responsible for basic living expenses incurred during the
domestic partnership.  Neither
partner has had a different domestic partner within the last 12 months from the
date of the execution of the Declaration of Domestic Partnership (this
condition does not apply if the previous domestic partner is deceased).  Both
persons have executed a domestic partnership agreement and/or registered as
domestic partners in a jurisdiction that authorizes such agreements and/or
registries ORat least TWO of the
following statements are true:  Both persons have lived together continuously
for the past 12 months.  The associate has designated the domestic
partner as a beneficiary under his/her will, or the domestic partner has
designated the associate as a beneficiary under his/her will.  The associate has granted his or her domestic
partner powers under a durable power of attorney, or the domestic partner has
granted the associate powers under a durable power of attorney.  The associate has previously designated the
domestic partner as a beneficiary under his/her life insurance policy, or the
domestic partner has previously designated the associate as a beneficiary under
his/her life insurance policy.  Both persons share a joint bank account.  Both persons are cosigners of a lease or
deed.  Both persons are named on the same car
insurance policy.  
 *Not all HMOs offer domestic partner coverage
(see page 27). This coverage is available in all states under the PPO or Group
Plan.    7 
   Certification  If you wish to elect
domestic partner benefits for the first time, 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 and return it within 14 days of receipt.  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:  Unmarried;  Primarily
dependent on you or your domestic partner for support;  Living
with you and your domestic partner in a regular parent-child relationship;  Within
the age/student requirements of the plan benefits; and  Qualifies
as an eligible dependent to be claimed by you or your domestic partner as
defined in Internal Revenue Code section 152, even if you do not claim him or
her as a dependent for tax purposes.  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. 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. 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 from WorkSite
(home.wellpoint.com). Go to Corporate Links>Human
Resources>Library>Benefits. If you are unable to view or print these
materials, call the Associate Service Center at (877) 342-5272 to have a copy
sent to you.  8 
   Open
Enrollment Procedures for Current WellPoint Officers  Comprehensive
Executive Non-Qualified Retirement Plan  As in prior years, you will
make your Comprehensive Executive Non-Qualified Retirement Plan elections by
completing a FlexExec form. Web
enrollment is not available for the Comprehensive Executive Non-Qualified
Retirement Plan.  Benefits  Your benefit elections for
2004 will be in effect from January 1 through December 31, provided you remain
eligible for benefits. In general, during the Open Enrollment period, you have
the opportunity to change your coverage for the following plan year.  Open Enrollment will be from
October 30, 2003, through November 7, 2003.  When you log on for Web
enrollment to make changes, you must enter your user ID and password. Using
your password and submitting your elections serve as your signature and your:  authorization
to process benefit changes;  acceptance
of associated costs; and  certification
that the information you provide is accurate.  Before you enroll, give
careful consideration to the benefits you will need for the 2004 calendar year.
Unless you have a qualified mid-year change (see Mid-Year Changes on page 47), you may not make any changesto your
enrollment selections until 2005 (or 2006 for dental).  If
You Need to Make Changes  1.Review this Enrollment Guide and select your
benefit coverages. If you have specific questions about coverages, please
contact the plan provider directly. Customer Service telephone numbers are
listed in the Medical Comparison Chart (pages 18-23) and the Dental Comparison
Chart (page 29).  2.Log on to ASC Online to make your 2004 benefit elections from October
30, 2003, through November 7, 2003.  3.You will receive a Confirmation Statement,
along with any necessary forms, at the end of the Open Enrollment period. If
you do not receive a Confirmation Statement by December 1, 2003, please contact
the Associate Service Center immediately.  4.Check your Confirmation Statement carefully.
You may also review your elections online at any time via ASC Online > Self
Service > eBenefits. If you need to make any changes or corrections, call the Associate Service Center at (877) 342-5272
before December 19, 2003.  Enroll Via
ASC Online  During this
Open Enrollment period, you must log on to ASC Online and either select a
medical plan or waive coverage for 2004. Simply type 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 asconline.wellpoint.com.
You must enter your user ID and 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.  9 
   ASC Online  Log
on at work at home.wellpoint.com or
at home at asconline.wellpoint.com  If
You Do Not Log On to ASC Online to Enroll  A
medical plan will be selected for you based on your 2003 coverage level and
plan. You will receive your 2003 benefit coverages for all other benefits
(except for your Flexible Spending Accounts) at the new 2004 contribution
levels.  You
will NOTparticipate in the Health
Care or Dependent Day Care Flexible Spending Accounts. You mustlog on to ASC Online to authorize
Health Care and Dependent Day Care Spending Account deductions for 2004.  Confirmation
Statements  A
Confirmation Statement will be mailed to your home the week of November 17,
2003. You may also review your elections online at any time via ASC Online >
Self Service > eBenefits.  Check
your Confirmation Statement carefully.
If you need to make any changes or corrections, or fix omissions, call the Associate Service Center before December 19,
2003. You cannot make changes or corrections after December 19,
2003.  Keep your
Confirmation Statement for your records.  Forms  Depending upon your elections, you may be required to complete and
submit additional information.  If
you are newly enrolling or are adding a new dependent in an HMO or Dental Net
(California associates only), you must complete an HMO or Dental Net enrollment
form.  A
Declaration of Domestic Partnership is required if you are adding your domestic
partner to your coverage for the first time.  An
Evidence of Insurability (EOI) form is required if you select an associate life
insurance option that is two levels greater than your existing coverage. If you
increase coverage for your spouse/domestic partner by one level or more, an EOI
form is required. Should you increase child life insurance by two levels or
more, you will need to complete an EOI form for each child.  EOI forms will be sent to
your home address after November 20, 2003.  For coverage to be effective
for January 1, 2004, all forms must be returned by December 19, 2003.  Deductions
and Pay Periods in 2004  There will be 27 pay periods
in 2004. Your first benefit deductions for 2004 will begin with your January 2,
2004, paycheck. If you notice any errors or
omissions on this paycheck, contact the Associate Service Center immediately.
No corrections can be made after January 16, 2004.  Questions?  If you have any questions
about your benefit 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 1823)
and the Dental Comparison Chart (page 29).  10 
   Enrollment
Procedures for New Officers  Comprehensive
Executive Non-Qualified Retirement Plan  You will make your
Comprehensive Executive Non-Qualified 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 Non-Qualified
Retirement.  Benefits  Before you enroll, give
careful consideration to the benefits you will need for the 2004 calendar year.
Unless you have a qualified mid-year change (see Mid-Year Changes on page 47), you may not make any changesto your
enrollment selections until 2005 (or 2006 for dental).  Enrollment will be conducted
through ASC Online, a Web enrollment system where associates enter their
benefit selections. This system will be available seven days a week during your
enrollment period.  Steps  1.Review this 2004 Enrollment Guide and select your benefit coverages. To
assist you in your provider selections, provider directories are available on
WorkSite or by contacting your local Human Resources office. If you have
questions about medical or dental coverage, please contact the plan providers
directly at the Customer Service phone numbers listed in the Medical Comparison
Chart (pages 1823) and the Dental Comparison Chart (page 29).  2.Complete the Enrollment Worksheet and select your coverage levels prior
to enrolling.  3.Log on to ASC Online to make your 2004 benefits elections. Simply type home.wellpoint.comfrom your browser at
work to access the enrollment site from the WellPoint Intranet. You can also
access the enrollment site from home at asconline.wellpoint.com.
You will be asked to enter your user ID and your password. Using your password
and submitting your elections serve as your signature and your:  authorization
to process benefit changes; acceptance
of associated costs; and certification
that the information you provide is accurate.  4.You will receive a Confirmation Statement, along with any necessary
forms, after you complete your enrollment. If
you do not receive a Confirmation Statement within two weeks of enrolling,
contact the Associate Service Center immediately.  5.Check your Confirmation Statement carefully. If you need to make any
changes or corrections, contact the Associate Service Center before the
deadline listed on your Confirmation Statement.  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 coverage automatically.
Default coverage provides minimal benefits for you onlynot your dependents.
With default coverage, you receive the following benefits:  WellPoint
PowerHealth Fund, associate only coverage with $1,500 deductible  $50,000
in life insurance  One
times your benefit salary in Accidental Death and Dismemberment (AD&D)
insurance  No
Flexible Spending Account Participation  If coverage is defaulted,
you must wait until the next annual Open Enrollment period to elect other
coverage.    11 
   Benefits Information  Your Medical Coverage  The medical choices for 2004
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 a WellPoint
Health CareAdvocate preferred provider organization (PPO), WellPoint
PowerHealth Fund (a consumer-driven plan), a health maintenance organization
(HMO) or a group plan if you live where there is no PPO or HMO available. You
may also choose to waive medical coverage.  Your medical options are
based on both your home address and/or your work location. Please carefully
review provider directories (available on WorkSite or at your local Human
Resources 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 an overviewrefer to your Summary Plan Description for more information.  Consider the way you now receiveor would like to receivemedical care,
and identify your alternatives.  HMOs
generally require you to pay a fee (copay) when you use network services and
provide no benefits when you use a provider outside the network.  With
the WellPoint Health CareAdvocate PPOs, you pay in-network office copays,
annual deductibles and coinsurance up to your out-of-pocket maximum. You may
use a non-network provider if you are willing to share more of the cost.  With
the WellPoint PowerHealth Fund you pay an annual deductible and coinsurance up
to an out-of-pocket maximum. Whats different about this plan from our other
PPO options is that a special account funded by WellPoint provides first-dollar
coverage for your out-of-pocket expenses that are subject to the deductible.
See page 13 for a detailed description of this new medical plan option.  Also find out whether your current providers participate in an
available network. If youre enrolling in an HMO and will be a new patient with
a particular primary care physician, call the physicians office to determine
whether he/she is accepting new patients.  Special
Considerations  If you have
coverage under another group medical plan, you have the option to waive your
medical coverage under WellPoint. If you waive medical coverage, you must
certify coverage with another group plan (part-time associates do not need to
certify coverage). 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 any 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 19, 2003 (or the effective date of your coverage for 2004 new hires),
or you will be assigned a provider.  If you have
a qualified mid-year change (see page 47), you must notify the Associate
Service Center within 31 days of the change.  12 
   New
WellPoint PowerHealth FundA Different Kind of Health Plan  For 2004, WellPoint is
offering a new type of health care planthe WellPoint PowerHealth Fund. This
type of plan is often called a consumer-driven plan because it encourages
you, the participant or consumer, to become much more involved in health care
decisions. It combines a higher deductible PPO with a special WellPoint-funded
Power Fund Account (PFA) to help cover your first-dollar out-of-pocket expenses
that are subject to the deductible. Once the deductible is met, the plan pays a
certain percentage of in-network and out-of-network expenses, just like our
other PPO plans. Once you have reached your out-of-pocket maximum, then the
Plan pays 100% of covered expenses. Like our other PPOs, in-network discounts
keep the costs down. Pharmacy copays are not reimbursed through the PFA.  How
Does It Work?  At the beginning of the
year, WellPoint will deposit money into a Power Fund Account (PFA) for you if
you elect this plan. You then use this money to pay for the first expenses
incurred by you and your dependents for health needs covered by the plan, such
as office visits and diagnostic tests. Preventive care, such as annual
physicals and well woman exams, are generally covered separately at 100%,
subject to plan limits.  The amount WellPoint
contributes toward your PFA and your deductible amounts will depend on the
number of dependents you enroll in the plan. Associates with family coverage
will have higher account balances and higher deductibles than those with
associate only coverage, as shown in the table below.  As you and your covered
dependents use health services, your claims will automatically cross over into
the PFA. The claim amounts are withdrawn from your PFA and are reimbursed to you.
Once the WellPoint-provided funds are spent, you are responsible for paying all
expenses until the balance of the annual deductible is satisfied.  If you dont use all the
money WellPoint deposits in your PFA during 2004, unlike Flexible Spending
Accounts, you can roll over that amount to use for health care expenses during
2005. Any rollover from a prior year has no effect on the amount WellPoint
contributes. In other words, WellPoint would deposit the same amount for all
participants at the beginning of the next plan year, whether or not you had
money left over from the prior year. Funds remaining in the PFA will not be
refunded to you if you leave the plan.  You can check your PFA
balance, keep track of your deductible throughout the year and access other
tools to help you manage your PFA balance at www.powerhealthfund.com.
If you have questions about your PFA, you can contact Blue Cross of California
at (800) 234-0111.  Coverage Level
  
  Annual
  Power Fund
  Account (PFA) Contribution
  
  Annual
  DeductibleAssociate Only
  
  $
  300
  
  $1,500Associate + Spouse/DP
  
  $
  600
  
  $1,500 per personAssociate + One Child
  
  $
  600
  
  $1,500 per personAssociate + Children
  
  $
  900
  
  $1,500 per person, up to
  $4,500 maximumFamily
  
  $
  900
  
  $1,500 per person, up to
  $4,500 maximum    13 
   WellPoint
PowerHealth FundOne Familys Example:  Jessica decides to enroll
herself and her three dependent children in the WellPoint PowerHealth Fund. She
elects Associate + Children coverage with a $1,500 annual deductible per
person, up to a maximum of $4,500. WellPoint contributes $900 each year into
her Power Fund Account (PFA).  PFA BALANCEFirst Year
  WellPoint deposits $900 into Jessicas PFA on January 1, 2004.
  
  
  
  $
  900Expenses
  All family members have annual exams(Preventive care is covered 100% by the
  plan.)
  
  $
  0Her son Scott requires treatment for two sinus infections (two $90
  office visits).
  
  $
  +180Her daughter Angela falls off her bicycle and suffers a sprained
  wrist (two $90 office visits and X-rays).
  
  $
  +267Total expenses deducted from PFA:
  
  $
  447
  
  $
  -447Total out-of-pocket expenses for the family:
  
  $
  0PFA rollover to 2005 (initial $900 balance, minus total out-of-pocket
  expenses of $447):
  
  
  
  $
  453  NOTE:Total family medical expenses do not exceed
the annual deductible of $1,500 per person (up to the $4,500 maximum), so
Jessica pays the entire amount from her PFA. Also, she has a remaining balance,
which automatically rolls over to 2005.  PFA BALANCERollover from First Year
  
  
  
  
  $
  453Second Year
  On January 1, 2005, Jessica receives another $900 deposit in her
  Power Fund Account.
  
  
  
  $
  +900$
  1,353Expenses
  All family members have annual exams. (Preventive care is covered
  100% by the plan.)
  
  $
  0Jessica requires back surgery, a brief hospital stay and follow-up
  care.
  
  $
  +10,800Her son Scott visits his physician and a specialist about his
  allergies ($90 office visit, two specialist visits).
  
  $
  +290Total expenses
  
  
  $
  11,090  NOTE:Jessicas medical expenses exceed the annual
deductible of $1,500 per person. Since Jessica has a balance of $1,353 in her
PFA, that money would be used first to pay the expenses. Jessica pays the
difference between her annual deductible ($1,500) and the amount in her PFA
($1,353), or $147. Once the deductible is satisfied, coinsurance kicks in.
Since Jessica used an in-network hospital and doctors, her plan pays 80% of the
$9,300 in remaining charges ($10,800 - $1,500 = $9,300). She is responsible for
the other 20%, or $1,860 ($9,300 x 20% = $1,860).  Since Jessica used the
balance in her PFA to pay for the expenses related to her back surgery, she
will have to pay for Scotts visits to his physician and specialist
out-of-pocket since he has notreached the $1,500 per person annual deductible.  Total out-of-pocket expense for family:($147 toward
  deductible + $1,860 + $290 of charges after deductible)
  
  $
  2,297End of year Power Fund Account balance:(Beginning balance
  of $1,353 was used during the year.)
  
  $
  0  14 
   Access
to Health Information 24/7  With the new WellPoint
PowerHealth Fund, you can access tools and information online 24 hours a day,
seven days a week, to help you make wise decisions about your health care at www.powerhealthfund.com.  Estimate,
track and pay your expenses.  Locate
doctors and hospitals.  Research
and screen hospitals and their costs based on the factors that matter most to
you.  Download
ID cards, claim forms and information.  Access
mental health counseling services.  Receive
prescription news, updates about new medicines and protocols.  Access
resources about healthy living, preventive care and wellness.  Review
information about discount programs and services for healthy lifestyles: gyms,
vitamins, hypnotherapy, massage and much more.  Is
The PowerHealth Fund Right for You?  This new kind of health plan
can be a good choice for you if you are actively involved in your health care
and the types of health care services and supplies you receive. It is also an
ideal choice for people who want more control over their health care dollars.  Mail-Order
Requirement for Maintenance Medications  As of
January 1, 2004, if you choose to enroll in a WellPoint Health CareAdvocate
PPO, WellPoint PowerHealth Fund or WellPoint HMO (e.g., BCC, BCBSGA, BCBSMo),
you will need to fill your prescriptions for maintenance medications (as
defined by Healthcare Quality Assurance) through our mail-order service,
PrecisionRx.  PrecisionRx
is an easy-to-use service that will save you both time and money. When you fill
your prescriptions through this service, you can generally receive a 90-day
supply of medication for the cost of a 60-day supply. Plus, you save time by
having your prescriptions delivered directly to your home or work.  If you
receive a new prescription for a maintenance medication, your initial three
purchases can be made at a retail pharmacy. However, subsequent refills will
need to be made through PrecisionRx. Therefore, you will need to ask your
provider for two prescriptions: one for the retail purchase and one for mail
order.  A list of
maintenance drugs will be available on WorkSite in December 2003.  15 
   New
for 2004: Spouse/Domestic Partner Medical Coverage  Effective January 1, 2004,
WellPoint will not be the primary payor for spouses/domestic partners who are
eligible for other group medical coverage. Please see page 5 for more details.  Claims
Procedures  If you choose one of the
WellPoint Health CareAdvocate PPOs or the WellPoint PowerHealth Fund, 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 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 from Member Servicesat www.bluecrossca.comor from WorkSite at home.wellpoint.com> Corporate Links > Forms > Benefits.  All WellPoint Health
CareAdvocate PPO, WellPoint PowerHealth Fund and Group claims should be mailed
to:  WellPoint P.O. Box 4109 Woodland Hills, CA 91365 Attn: Associate Claims Unit  Be sure to use a separate
claim form for each patient and provider.  For mail-order
prescriptions, send your order to:  Prescription Drug
ProgramMail Service
P.O. Box 961025
Fort Worth, TX  76161-9863  There may be some
medications you cannot order through this program. Call (866) 274-6825 to find
out if you can order your medicine through the Mail Service.  16 
   Pre-Notify
to Receive Maximum PPO Benefits  To maximize
your specialty care and hospital benefits under either of the two WellPoint
Health CareAdvocate PPOs, you will need to pre-notify a Health CareAdovcate at (800)
234-0111 before receiving care.  If you do notpre-notify a Health
CareAdvocate before receiving specialty care or going to the hospital, you will
have to pay a higher copay and/or an additional 10% of the cost of care you
receive.  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. The benefits listed reflect the information available at
the time of printing.  17 
   Medical Comparison Chart  PPO(12)Deductible(1)
  
  300
  
  500
  
  WellPoint
  PowerHealth FundAssociate Only
  
  $300
  
  $500
  
  $1,500Associate + Spouse/DP or
  One Child
  
  $300 per person
  
  $500 per person
  
  $1,500 per personAssociate + Children
  
  $300 per person, up to
  $900 maximum
  
  $500 per person, up to
  $1,500 maximum
  
  $1,500 per person, up to
  $4,500 maximumFamily
  
  $300 per person, up to
  $900 maximum
  
  $500 per person, up to
  $1,500 maximum
  
  $1,500 per person, up to
  $4,500 maximum  Power
  Fund Account Deposit
  
  300
  
  500
  
  WellPoint
  PowerHealth FundAssociate Only
  
  N/A
  
  N/A
  
  $
  300Associate + Spouse/DP or
  One Child
  
  N/A
  
  N/A
  
  $
  600Associate + Children
  
  N/A
  
  N/A
  
  $
  900Family
  
  N/A
  
  N/A
  
  $
  900300
  
  500
  
  WellPoint
  PowerHealth FundOut-of-Pocket
  Maximum(2)
  
  Network(6)
  
  Non-Network
  
  Network(6)
  
  Non-Network
  
  Network
  
  Non-NetworkIndividual
  
  $
  2,500
  
  $
  6,900
  
  $
  3,500
  
  $
  7,100
  
  $
  4,500
  
  $
  7,600Family
  
  $
  7,500
  
  $
  20,700
  
  $
  10,500
  
  $
  21,300
  
  $
  13,500
  
  $
  22,800  Network
  Providers
  
  Non-Network
  ProvidersHospital
  Services(3),(6)
  
  Pre-notification
  and Pre-certification needed
  
  Pre-certification
  neededInpatient
  
  80% after deductible
  
  60% after deductibleOutpatient
  
  80% after deductible
  
  60% after deductibleSkilled
  Nursing Facility
  
  80% after deductible; limited to 100
  days/calendar year
  
  60% after deductible; limited to 100
  days/calendar yearProfessional
  ServicesOffice
  Visits
  
  300
  
  $20 copay
  
  60% after deductible500
  
  $25 copay
  
  60% after deductiblePowerHealth Fund
  
  80% after deductible
  
  60% after deductibleWell
  Baby Care:
  
  (birth through age
  6)
  
  
  
  (birth through age
  6)Office Visits
  
  300
  
  $20 copay
  
  60% after deductible500
  
  $25 copay
  
  60% after deductiblePowerHealth Fund
  
  80% (deductible waived)
  
  60% (limited to $20 per exam)Immunizations
  
  300
  
  $0 copay
  
  60% after deductible500
  
  $0 copay
  
  60% after deductiblePowerHealth Fund
  
  $0 copay (deductible waived)
  
  60% (limited to $12 per
  immunization)Annual
  Routine Exam ($300 maximum, including Well Woman Exam)
  
  300
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductible500
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductiblePowerHealth Fund
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductibleWell
  Woman Exam ($300 maximum, included in Annual Routine Exam)Office Visit
  
  300
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductible500
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductiblePowerHealth Fund
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductibleMammogram
  
  300
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductible500
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductiblePowerHealth Fund
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductiblePap Smear
  
  300
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductible500
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductiblePowerHealth Fund
  
  100% covered (does not apply toward
  deductible)
  
  60% after deductibleX-ray
  and Lab Tests
  
  80% after deductible
  
  
  
  60% after deductibleEmergency
  Medical ServicesProfessional
  Services (at hospital)
  
  80% after deductible
  
  
  
  80% after deductibleHospital
  Emergency Room
  
  80% after deductible
  
  
  
  80% after deductible (7)MaternityHospital
  
  80% after deductible
  
  
  
  60% after deductibleOffice
  Visits
  
  300
  
  $20 copay
  
  60% after deductible500
  
  $25 copay
  
  60% after deductiblePowerHealth Fund
  
  80% after deductible
  
  60% after deductibleInfertility
  Diagnostic Procedures
  
  80% after deductible
  
  
  
  60% after deductibleMental
  Health Care/Substance AbuseInpatient(3)
  (limited to 30 days per calendar year)
  
  80% after deductible
  
  
  
  60% after deductibleOutpatient
  (limited to 50 visits per calendar year)
  
  80% after deductible
  
  
  
  60% after deductibleMiscellaneous
  ServicesChiropractic
  (26 visit maximum/calendar year.
  
  300
  
  $20 copay
  
  60% ($25 maximum/visit after
  deductible has been met)All
  visits must be medically necessary.)
  
  500
  
  $25 copay
  
  60% ($25 maximum/visit after
  deductible has been met)PowerHealth Fund
  
  80% after deductible
  
  60% ($25 maximum/visit after
  deductible has been met)Acupuncture
  (26 visit maximum/calendar year)
  
  300
  
  $20 copay
  
  60% ($25 maximum/visit after
  deductible has been met)500
  
  $25 copay
  
  60% ($25 maximum/visit after
  deductible has been met)PowerHealth Fund
  
  80% after deductible
  
  60% ($25 maximum/visit after
  deductible has been met)Physical
  Therapy/Physical Medicine
  
  80% after deductible
  
  
  
  60% after deductibleAllergy
  Test
  
  300
  
  $20 copay
  
  60% after deductible500
  
  $25 copay
  
  60% after deductiblePowerHealth Fund
  
  80% after deductible
  
  60% after deductibleAllergy
  Treatment
  
  80% after deductible
  
  
  
  60% after deductiblePrescription
  Drugs(4),(5)Retail Copays (30-day supply):
  
  Mail-Order Copays (90-day supply):
  
  Retail Copays (30-day supply):
  
  Mail-Order Copays (90-day supply):$7
  generic
  
  $14 generic
  
  $7 generic
  
  $14 generic$15
  brand (formulary)
  
  $30 brand (formulary)
  
  $15 brand (formulary)
  
  $30 brand (formulary)$30 brand (non-formulary)
  
  $60 brand (non-formulary)
  
  $30 brand (non-formulary)
  
  $60 brand (non-formulary)Infertility
  drugs not covered
  
  Infertility
  drugs not coveredCustomer
  Service Number
  
  (800) 234-0111
  
  
  
  (800)
  234-0111  
 (1)Deductible Copay amounts do not apply toward
the deductible. (2)Satisfying the smaller in-network coinsurance
and deductible will apply toward, but not satisfy, the larger out-of-network
coinsurance and deductible, excluding any copays. Satisfying the larger
out-of-network coinsurance and deductible will automatically satisfy the
smaller in-network coinsurance and deductible, excluding any copays. Copays do
not apply to the out-of-pocket maximum. (3)Pre-certification is required. You must
initiate; failure to do so will result in a $250 additional deductible for
medically necessary care. Under no circumstances are benefits payable for
unnecessary care. No pre-existing conditions apply.  18 
   Group(8)
  
  Blue Cross
  HMODeductible
  
  Deductible(9)
  
  DeductibleIndividual
  
  $300
  
  $500
  
  $1,500
  
  There is no deductible; some services require a copayFamily
  
  $900
  
  $1,500
  
  $4,500
  
  There is no deductible; some services require a copayOut-of-Pocket Maximum
  
  Out-of-Pocket Maximum
  
  Out-of-Pocket MaximumIndividual
  
  $2,500
  
  $3,500
  
  $4,500
  
  $1,500Family
  
  $7,500
  
  $10,500
  
  $13,500
  
  $3,000 (2 family members)$4,500 (3 or more family members)Hospital Services
  
  Hospital Services(3)
  
  Hospital ServicesInpatient
  
  80% after deductible
  
  $250 room and board copay per admissionOutpatient
  
  80% after deductible
  
  No chargeSkilled Nursing Facility
  
  80% after deductible (limited to 100 days/calendar year)
  
  No charge (up to 100 days per year)Professional Services
  
  Professional Services
  
  Professional ServicesOffice Visits
  
  80% after deductible
  
  $15 copayWell Baby Care:Office Visits
  
  80% after deductible
  
  $15 copayImmunizations
  
  100% covered
  
  No chargeAnnual Routine Exam
  
  100% covered (does not apply to deductible)
  
  $15 copay($300 maximum, including Well Woman Exam)Well Woman Exam
  
  ($300 maximum, included in Annual Routine Exam)Office Visit
  
  100% covered (does not apply to deductible)
  
  $15 copayMammogram
  
  100% covered (does not apply to deductible)
  
  No chargePap Smear
  
  100% covered (does not apply to deductible)
  
  No chargeX-ray and Lab Tests
  
  80% after deductible
  
  No chargeEmergency Medical Services
  
  Emergency Medical Services
  
  Emergency Medical ServicesProfessional Services (at
  hospital)
  
  80% after deductible
  
  No chargeHospital Emergency Room
  
  80% after deductible
  
  $50 copay, waived if admittedMaternity
  
  Maternity
  
  MaternityHospital
  
  80% after deductible
  
  Same as Hospital ServicesInpatientOffice Visits
  
  80% after deductible
  
  $15 copayInfertility 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 AbuseInpatient
  
  80% after deductible (up to 30 days per calendar year)(3)
  
  $100/day copay, up to 30 days per year (copay will not be
  applied to out-of-pocket maximum)Outpatient (50 visit
  maximum/calendar year)
  
  80% after deductible
  
  $35 copay, up to 20 visits per yearMiscellaneous Services
  
  Miscellaneous Services
  
  Miscellaneous ServicesChiropractic
  
  80% after deductible (26 visit maximum/calendar year)
  
  $15 copay, when approved by PCPAcupuncture ($25/visit and 26
  visit/calendar year maximum)
  
  80% after deductible (26 visit maximum/calendar year)
  
  $15 copay, when approved by PCPPhysical Therapy/Physical Medicine
  
  80% after deductible
  
  $15 copay, up to 60 visits per yearAllergy Test
  
  80% after deductible
  
  $15 copayAllergy Treatment
  
  80% after deductible
  
  $15 copayPrescription Drugs
  
  Prescription Drugs(4)
  
  Prescription Drugs(4)Retail Copays (30-day supply):
  
  Mail-Order Copays (90-day supply):
  
  Retail Copays (30-day supply):
  
  Mail-Order Copays (90-day supply):$7 generic
  
  $14 generic
  
  $7 generic
  
  $14 generic$15 brand (formulary)
  
  $30 brand (formulary)
  
  $15 brand (formulary)
  
  $30 brand (formulary)$30 brand (non-formulary)
  
  $60 brand (non-formulary)
  
  $30 brand (non-formulary)
  
  $60 brand (non-formulary)Infertility drugs not covered
  
  Infertility drugs not coveredCustomer Service Number
  
  (800) 234-0111
  
  
  
  (800) 234-0111 or www.bluecrossca.com  
 (4)If you choose a brand drug
when a generic is available, you will pay the generic copay plus 100% of the
cost difference between the brand and the generic retail or mail order cost. (5)Prescriptions for maintenance
medications (more than three scripts) must be filled through mail order to be
covered. (6)Pre-notification to a Health CareAdvocate
required for in-network specialty and hospital care to receive maximum benefits
allowed. If you do not pre-notify a Health CareAdvocate before receiving care,
you will have to pay a higher copay and/or your coinsurance is 30% rather than
20%. Pre-notification is not required for the PowerHealth Fund.  19 
   Blue Choice Healthcare (GA)
  
  UNICARE
  HMO (Illinois)
  
  UNICARE
  Health Plan of TexasDeductible
  
  Deductible
  
  DeductibleThere 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 copayThere 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 copayOut-of-Pocket Maximum
  
  Out-of-Pocket
  Maximum
  
  Out-of-Pocket
  MaximumNone
  
  $1,500
  
  $1,500None
  
  $3,000
  
  $3,500 (2
  family members)$4,500 (3
  or more family members)Hospital Services
  
  Hospital
  Services
  
  Hospital
  Services$250 room and board copay per admission
  
  $250 room
  and board copay per admission
  
  $250 room
  and board copay per admissionNo charge
  
  No charge
  
  No chargeNo charge (up to 100 days per year)
  
  No charge
  (up to 60 days per year)
  
  No charge
  (up to 100 days per year)Professional Services
  
  Professional
  Services
  
  Professional
  Services$15 copay
  
  $15 copay
  
  $15 copay$15 copay
  
  $15 copay
  
  $15 copayNo charge (office visit copay may apply)
  
  No charge
  (office visit copay may apply)
  
  No charge$15 copay
  
  $15 copay
  
  $15 copay$15 copay
  
  $15 copay
  
  $15 copay$15 copay
  
  $15 copay
  (if doctors office visit)
  
  No charge$15 copay
  
  $15 copay
  (if doctors office visit)
  
  No chargeNo charge
  
  No charge
  
  No chargeEmergency Medical Services
  
  Emergency
  Medical Services
  
  Emergency
  Medical ServicesNo charge
  
  No charge
  
  No charge$50 copay, waived if admitted
  
  $50 copay
  
  $50 copay
  (waived if admitted)Maternity
  
  Maternity
  
  MaternitySame as Hospital ServicesInpatient
  
  Same as
  Hospital ServicesInpatient
  
  Same as
  Hospital ServicesInpatient$15 copay (first visit only)
  
  $15 copay
  (first visit only)
  
  $15 copay$15 copay (artificial insemination and in-vitro
  fertilization are excluded)
  
  No charge
  (4 attempts for actual infertility per lifetime)
  
  50% (copay
  will not be applied to out-of-pocket expenses)Mental Health Care/Substance Abuse
  
  Mental
  Health Care/Substance Abuse
  
  Mental
  Health Care/Substance AbuseNo charge, up to 30 days per year for mental health and 30
  days for substance abuse
  
  No charge,
  up to 30 days per year
  
  $100/day
  copay, up to 30 days per year (copay will not be applied to out-of-pocket
  maximum)$25 copay, up to 20 visits per year
  
  $20 copay,
  up to 20 visits per year
  
  $35 copay,
  up to 20 visits per year, when ordered by PCP (psychoanalysis excluded)Miscellaneous Services
  
  Miscellaneous
  Services
  
  Miscellaneous
  ServicesNot covered
  
  Not
  covered
  
  $15 copay,
  when approved by PCPNot covered
  
  Not
  covered
  
  $15 copay,
  when approved by PCP$15 copay, up to 20 visits per year
  
  $15 copay,
  up to 60 visits per year
  
  $15 copay,
  up to 60 visits per year$15 copay
  
  No charge
  (office visit copay may apply)
  
  $15 copay$15 copay
  
  No charge
  (office visit copay may apply)
  
  $15 copayPrescription Drugs(4)
  
  Prescription
  Drugs(4)
  
  Prescription
  Drugs(4)Retail Copays (30-day supply):
  
  Mail-Order Copays (90-day supply):
  
  Retail
  Copays (30-day supply):
  
  Mail-Order
  Copays (90-day supply):
  
  Retail
  Copays (30-day supply):
  
  Mail-Order
  Copays (90-day supply):$7 generic
  
  $14 generic
  
  $7 generic
  
  $14
  generic
  
  $7 generic
  
  $14
  generic$15 brand (formulary)
  
  $30 brand (formulary)
  
  $15 brand
  (formulary)
  
  $30 brand
  (formulary)
  
  $15 brand
  (formulary)
  
  $30 brand
  (formulary)$30 brand (non-formulary)
  
  $60 brand (non-formulary)
  
  $30 brand
  (non-formulary)
  
  $60 brand
  (non-formulary)
  
  $30 brand
  (non-formulary)
  
  $60 brand
  (non-formulary)Infertility
  drugs not covered
  
  
  
  Infertility drugs not covered(800) 441-2273 or www.bcbsga.com TDD: (404) 842-8073
  
  (800)
  234-0111
  
  (800)
  234-0111 or www.unicare.com  
 (7)PowerHealth Fund: 80% for first 48 hours; 60%
after 48 hours (8)This plan is for associates who live in an
area where neither a PPO network nor an HMO network is available. (9)The deductible is included in the
out-of-pocket maximum.  20 
   Network Blue New England (MA)
  
  Blue Care
  Network of S.E. MichiganDeductible
  
  DeductibleThere is no deductible; some services require a copay
  
  There is
  no deductible; some services require a copayThere is no deductible; some services require a copay
  
  There is
  no deductible; some services require a copayOut-of-Pocket Maximum
  
  Out-of-Pocket
  MaximumNone
  
  NoneNone
  
  NoneHospital Services
  
  Hospital
  Services$250 room and board copay per admission
  
  $250 room
  and board copay per admission; individual$750 maximum per year;
  family$1,000 maximum per year$15 copay in office visit setting
  
  No charge$250 per admission (up to 100 days per year)
  
  No charge
  (up to 45 days per year)Professional Services
  
  Professional
  Services$15 copay
  
  $15 copayWell Child Care$15 copay
  
  $15 copayNo charge (office visit copay may apply)
  
  No charge
  (office visit copay may apply)$15 copay
  
  $15 copay$15 copay
  
  $15 copayNo charge (office visit copay may apply)
  
  No charge
  (office visit copay may apply)No charge (office visit copay may apply)
  
  No charge
  (office visit copay may apply)No charge
  
  No charge
  (office visit copay may apply)Emergency Medical Services
  
  Emergency
  Medical ServicesNo charge
  
  No charge$50 copay (waived if admitted)
  
  $50 copayMaternity
  
  MaternitySame as Hospital ServicesInpatient
  
  Same as
  Hospital ServicesInpatientNo charge
  
  $15 copay$15 per visit
  
  50% of
  covered chargesMental Health Care/Substance Abuse
  
  Mental
  Health Care/Substance AbuseSame as Hospital ServicesInpatient section above, 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 (1 program/year)$15 copay/visit up to 24 visits/year for mental health care
  and up to 8 visits/year for substance abuse
  
  50% copay,
  up to 20 visits per year for mental health and 20 visits for substance abuseMiscellaneous Services
  
  Miscellaneous
  ServicesNot covered
  
  $15 copayNot covered
  
  Not
  covered$15 copay, up to 60 visits per year
  
  $15 copay,
  60 consecutive days/episodes/year$15 copay
  
  50% copay
  for testingNo charge
  
  $5 copay
  for injections (office visit copay may apply)Prescription Drugs
  
  Prescription
  DrugsRetail Copays (30-day supply):
  
  Mail-Order Copays (90-day supply):
  
  Retail or
  Mail-Order Copays (30-day supply):$10 generic (at Network Blue participating pharmacies)
  
  $20 generic
  
  $5 generic$20 brand (preferred)
  
  $40 brand (preferred)
  
  $15 brand
  (preferred)$35 brand (non-preferred)
  
  $70 brand (non-preferred)
  
  $25 brand
  (non-preferred)(800) 588-5509 or www.bcbsma.com
  
  (800)
  662-6667 or www.bcbsm.com  
 (10)At the time of printing, CareFirst had not provided any updates for
2004. (11)Not to exceed 10 times the copay per
pregnancy. (12)$2 million maximum lifetime benefit.  21 
   HMO Blue
  Cross (Dallas/Ft.Worth)
  
  CareFirst
  BlueChoice HMO (VA)(10)Deductible
  
  Deductible
  
  DeductibleIndividual
  
  There is
  no deductible; some services require a copay
  
  There is
  no deductible; some services require a copayFamily
  
  There is
  no deductible; some services require a copay
  
  There is
  no deductible; some services require a copayOut-of-Pocket
  Maximum
  
  Out-of-Pocket
  Maximum
  
  Out-of-Pocket
  MaximumIndividual
  
  $1,000
  
  Limited to
  required copays and coinsuranceFamily
  
  $2,000
  
  Limited to
  required copays and coinsuranceHospital
  Services
  
  Hospital
  Services
  
  Hospital
  ServicesInpatient
  
  $275 room
  and board copay per admission
  
  $300 room
  and board copay per admissionOutpatient
  
  $100 copay
  for outpatient surgery
  
  $20 copay
  for visit ($10 copay for PCP, $20 for specialist for outpatient surgerySkilled
  Nursing Facility
  
  $25 copay
  per day (up to 60 days per year)
  
  No chargeProfessional
  Services
  
  Professional
  Services
  
  Professional
  ServicesOffice
  Visits
  
  $15 copay
  
  $10 copay
  for PCP, $20 for specialistWell Baby
  Care:
  
  Well Child
  Care
  
  Well Child
  CareOffice Visits
  
  No charge
  
  $10 copay
  per visit  Immunizations
  
  No charge
  
  No charge
  (office visit copay may apply)Annual
  Routine Exam
  
  No charge
  (office visit copay may apply)
  
  $10 copay
  for PCP, $20 for specialistWell Woman
  Exams  Office Visit
  
  $15 copay
  
  $10 copay
  for PCP , $20 for specialist  Mammogram
  
  No charge
  (office visit copay may apply)
  
  No charge
  at plan-approved facilities  Pap Smear
  
  No charge
  (office visit copay may apply)
  
  No chargeX-ray and
  Lab Tests
  
  No charge
  
  No charge
  at plan-approved facilitiesEmergency Medical Services
  
  Emergency
  Medical Services
  
  Emergency
  Medical ServicesProfessional Services (at hospital)
  
  No charge
  
  $10 copay
  for PCP, $20 for specialistHospital
  Emergency Room
  
  $75 copay
  ($30 copay for urgent care)
  
  $50 copay
  (waived if admitted); $20 copay for urgent careMaternity
  
  Maternity
  
  MaternityHospital
  
  Same as
  Hospital ServicesInpatient
  
  Same as
  Hospital ServicesInpatientOffice
  Visits
  
  $15 copay
  first visit only
  
  $10 copay
  for PCP, $20 for specialistInfertility Diagnostic Procedures
  
  $15 copay
  for outpatient diagnostic counseling, consultations and planning services
  
  $10 copay
  for PCP, $20 for specialist(11)Mental Health Care/Substance Abuse
  
  Mental
  Health Care
  
  Mental
  Health Care/Substance AbuseInpatient
  
  Inpatient:
  50% of allowable amount, up to 30 days per year
  
  50% copay,
  up to 30 days per year for mental health and detoxifications;Outpatient:
  $25 copay per visit, up to 20 visits per year
  
  $25 copay
  per visit for doctor (one visit per day)Substance
  Abuse (limited to 3 treatments per lifetime)Inpatient:
  $275 copay per admissionOutpatient
  
  Outpatient:
  $15 copay
  
  $25 copay
  per visit (up to 20 visits per year)Miscellaneous
  Services
  
  Miscellaneous
  Services
  
  Miscellaneous
  ServicesChiropractic
  
  $15 copay
  with PCP referral
  
  $20 copay
  per visit (up to 20 visits per condition per year)referral requiredAcupuncture
  
  Not
  covered
  
  Not
  coveredPhysical Therapy/Physical Medicine
  
  $15 copay
  with PCP referral
  
  $20 copay
  per visit (up to 30 visits per year)Allergy
  Test
  
  50% copay
  
  $10 copay
  for PCP, $20 for specialistAllergy
  Treatment
  
  50% copay
  
  $10 copay
  for PCP; $20 for specialistPrescription
  Drugs
  
  Prescription
  Drugs
  
  Prescription
  Drugs(4)Retail
  Copays (30-day supply):
  
  Mail-Order
  Copays (90-day supply):
  
  Retail
  Copays (30-day supply):
  
  Mail-Order
  Copays (90-day supply):$10
  generic
  
  $30
  generic
  
  $10
  generic
  
  $20
  generic$15 brand
  (preferred)
  
  $45 brand
  (preferred)
  
  $20 brand
  (formulary)
  
  $40 brand
  (formulary)$30 brand
  (non-preferred)
  
  $90 brand (non-preferred)
  
  $35 brand
  (non-formulary)
  
  $70 brand
  (non-formulary)Customer
  Service Number
  
  (877)
  299-2377 or www.bcbstx.com Group #60611
  
  (866)
  520-6099 or www.carefirst.com  
 (1)Deductible Copay amounts do not apply toward
the deductible. (2)Satisfying the smaller in-network coinsurance
and deductible will apply toward, but not satisfy, the larger out-of-network
coinsurance and deductible, excluding any copays. Satisfying the larger
out-of-network coinsurance and deductible will automatically satisfy the
smaller in-network coinsurance and deductible, excluding any copays. Copays do
not apply to the out-of-pocket maximum. (3)Pre-certification is required. You must
initiate; failure to do so will result in a $250 additional deductible for
medically necessary care. Under no circumstances are benefits payable for
unnecessary care. No
pre-existing conditions apply. (4)If you choose a brand drug when a generic is available, you
will pay the generic copay plus 100% of the cost difference between the brand
and the generic retail or mail order cost. (5)Prescriptions for maintenance medications (more than three
scripts) must be filled through mail order to be covered. (6)Pre-notification to a Health CareAdvocate
required for in-network specialty and hospital care to receive maximum benefits
allowed. If you do not pre-notify a Health CareAdvocate before receiving care,
you will have to pay a higher copay and/or your coinsurance is 30% rather than
20%. Pre-notification is not required for the PowerHealth Fund.  22 
   BlueCHOICE
  HMO
  
  HealthLink
  HMO(Missourinot
  available in Cape Girardeau)
  
  (Missourinot
  available in Springfield)Deductible
  
  Deductible
  
  DeductibleIndividual
  
  There is no
  deductible; some services require a copay
  
  There is
  no deductible; some services require a copayFamily
  
  There is
  no deductible; some services require a copay
  
  There is
  no deductible; some services require a copayOut-of-Pocket Maximum
  
  Out-of-Pocket
  Maximum
  
  Out-of-Pocket
  MaximumIndividual
  
  There is
  no out-of-pocket maximum
  
  There is
  no out-of-pocket maximumFamily
  
  There is
  no out-of-pocket maximum
  
  There is
  no out-of-pocket maximumHospital Services
  
  Hospital
  Services
  
  Hospital
  ServicesInpatient
  
  $250 room
  and board copay per admission
  
  $250 room
  and board copay per admissionOutpatient
  
  No charge
  
  No chargeSkilled Nursing Facility
  
  No charge
  (up to 100 days per year)
  
  No charge
  (up to 100 days per year)Professional Services
  
  Professional
  Services
  
  Professional
  ServicesOffice Visits
  
  $15 copay
  
  $15 copayWell Baby Care:Office Visits
  
  $15 copay
  
  $15 copayImmunizations
  
  $15 copay
  
  No charge
  (office visit copay may apply)Annual Routine Exam
  
  100%
  covered, office visit copay may apply
  
  $15 copay(Including Well Woman Exam, Mammogram and Pap smear)X-ray and Lab Tests
  
  No charge
  
  No chargeEmergency Medical Services
  
  Emergency
  Medical Services
  
  Emergency
  Medical ServicesProfessional Services (at hospital)
  
  No charge
  
  No chargeHospital Emergency Room
  
  $50 copay,
  waived if admitted
  
  $50 copay,
  waived if admittedMaternity
  
  Maternity
  
  MaternityHospital
  
  Same as
  Hospital ServicesInpatient
  
  Same as
  Hospital ServicesInpatientOffice Visits
  
  $50 copay,
  first visit only
  
  $50 copay,
  first visit onlyInfertility Diagnostic Procedures
  
  50% (copay
  will not be applied to out-of-pocket maximum)
  
  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 AbuseInpatient
  
  $250 room
  and board copay per admission plus
  
  $100/day
  copay, up to 30 days per year$100/day
  copay, up to 30 days per yearOutpatient
  
  $35 copay,
  up to 20 visits per year, when ordered by a PCP
  
  $35 copay,
  up to 20 visits per year, when ordered by a PCP (psychoanalysis excluded)Miscellaneous Services
  
  Miscellaneous
  Services
  
  Miscellaneous
  ServicesChiropractic (26 visit maximum/calendar year)
  
  $15 copay,
  when approved by PCP
  
  $15 copay,
  when approved by PCPPhysical Therapy/Physical Medicine
  
  $15 copay,
  up to 60 visits per year
  
  $15 copay,
  up to 60 visits per yearAllergy Test
  
  $15 copay
  
  $15 copayAllergy Treatment
  
  $15 copay
  
  $15 copayPrescription Drugs
  
  Prescription
  Drugs(4)
  
  Prescription
  Drugs(4)Retail
  Copays (30-day supply):
  
  Mail-Order
  Copays (90-day supply):
  
  Retail
  Copays (30-day supply):
  
  Mail-Order
  Copays (90-day supply):$7 generic
  
  $14
  generic
  
  $7 generic
  
  $14
  generic$15 brand
  (formulary)
  
  $30 brand
  (formulary)
  
  $15 brand
  (formulary)
  
  $30 brand
  (formulary)$30 brand
  (non-formulary)
  
  $60 brand
  (non-formulary)
  
  $30 brand
  (non-formulary)
  
  $60 brand
  (non-formulary)Infertility drugs not covered
  
  Infertility drugs not coveredCustomer Service Number
  
  (866)
  622-8322 or www.bcbsmo.com
  
  (800)
  624-2356 or www.healthlink.com  
 (7)PowerHealth Fund: 80% for first 48 hours; 60%
after 48 hours (8)This plan is for associates who live in an
area where neither a PPO network nor an HMO network is available. (9)The deductible is included in the
out-of-pocket maximum. (10)At the time of printing, CareFirst had not
provided any updates for 2004. (11)Not to exceed 10 times the copay per
pregnancy. (12)$2 million maximum lifetime benefit.  23 
   Pre-Notification
for Specialty and Hospital Care  If you enroll in either of
the two WellPoint Health CareAdvocate PPO plans in 2004, you can receive the
maximum benefits available for in-network services by contacting a Health
CareAdvocate at (800) 234-0111 before receiving specialty care or going to the
hospital. This is called pre-notification.Pre-notification
does notapply to the new
WellPoint PowerHealth Fund or any of the HMO plans.  Remember, youmust make this call. Your doctor
will not make the call for you. By simply making the call, you automatically
maximize your specialty or hospital benefits. Under some circumstances, the
Health CareAdvocate may refer members to special health improvement programs.  In general, when you call a
Health CareAdvocate first, youll receive the highest level of benefits. Your
pre-notification may cover multiple visits associated with a single course of
treatment. If you do not contact a Health CareAdvocate first, you will have to
pay a higher copay and/or an additional 10% of the cost of care you receive.
For example, if you check into an in-network hospital and you contact a Health
CareAdvocate, then the Plan will pay 80% of your covered expenses, as opposed
to only 70% of your covered expenses if you do not contact a Health
CareAdvocate first. This means you will pay 20% instead of 30%.  Services performed by a
family practitioner, general practitioner, internist, pediatrician,
obstetrician-gynecologist (except for maternity services) or nurse practitioner
do not require pre-notification to receive the highest level of benefits.
Pre-notification is required to receive the maximum level of benefits for all
other care. Please note that the pre-notification process cannot result in
denial of services.  Pre-Certification  If you are covered under the
WellPoint Health CareAdvocate PPO, WellPoint PowerHealth Fund or the 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-certification three
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:  If pre-certification is not obtained, an
additional deductible of $250 will apply.  The Plan will not cover services that are not
deemed medically necessary.  24 
   Pre-Notification
vs. Pre-Certification  When you
enroll in one of the WellPoint Health CareAdvocate PPOs, its important to know
when you need to pre-notify a Health CareAdvocate or obtain pre-certification
before receiving health care. This chart helps explain when you need to
pre-notify and when its important to pre-certify. Always contact a Health
CareAdvocate at (800) 234-0111 if you are unsure whether or not
pre-notification is required.  Pre-notification  If you
  
  need specialty or
  hospital careYou need
  to
  
  call a Health
  CareAdvocatate at (800) 234-0111If you
  dont call
  
  you may have to pay a
  higher copay and/or an additional 10% of the covered services  Pre-certification  If you
  
  need to be hospitalized,
  receive care at an ambulatory surgical center or enter a chemical dependency
  rehabilitation facilityYou need
  to
  
  make sure you or your doctor
  call the toll-free number on your ID card three days prior to your admissionIf you
  dont call
  
  your services may not be
  covered and you will have to pay an additional $250 deductible  Note:
Pre-notification and pre-certification do not apply to emergency services.   2004
Provider Networks  State
  
  Vendor(s)
  
  Customer
  Service Number
  
  Internet
  AddressConnecticut
  
  PHCSIllinois
  
  UNICARE
  ClassicIndiana
  
  Sagamore
  Health NetworkMaryland
  
  National
  Capital PPO or AllianceMassachusetts
  
  PHCSMichigan
  
  PPOMMinnesota
  
  Preferred
  OneMissouri
  
  AllianceMissouri
  (St. Louis only)
  
  HealthLinkSt.
  Louis
  
  (800)
  234-0111
  
  www.unicare.com
  (click on
  Enhanced Provider Finder)New
  Hampshire
  
  PHCSNew Jersey
  
  TristateNew York
  (south)
  
  TristateNorth
  Carolina
  
  MedCost
  PreferredOhio
  
  UNICARE
  Classic NetworkOklahoma
  
  PPO
  OklahomaTexas
  
  UNICARE
  Classic NetworkVirginia
  (northern)
  
  National
  Capital PPO or AllianceWashington
  D.C.
  
  National
  Capital PPOCalifornia
  
  Prudent
  Buyer
  
  (800)
  234-0111
  
  www.bluecrossca.comDelaware
  
  Alliance
  
  (800)
  234-0111
  
  www.unicare.comGeorgia
  
  BlueCard
  
  (800)
  441-2273
  
  www.bcbsga.comMissouri
  
  Alliance
  Choice, Alliance Preferred
  
  (800)
  234-0111
  
  www.bcbsmo.com  25 
   Pre-Existing
Conditions  There are no pre-existing
condition exclusions in the medical plans.  Reasonable
and Customary Charges  The term reasonable and
customary applies to the WellPoint Health CareAdvocate PPOs and WellPoint
PowerHealth Fund (if you use an out-of-network provider), and 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 the WellPoint Health
CareAdvocate PPOs and WellPoint PowerHealth Fund you have the choice of
receiving care from network providers, who accept lower negotiated rates, or
from non-network providers.  Medically
Necessary  The medical 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, in itself, make it medically necessary or make the charge a
covered expense, even if it has not been listed as an exclusion.  Additional
Information About HMO Coverage(Excluding HealthLink, UNICARE Illinois and UNICARE Texas)  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.  Guest Membership  You can maintain your HMO
benefits, even when temporarily residing outside your home state, 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 your 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.  26 
   Additional
Information About All Medical Options  Non-Duplication of Benefits  If you have coverage under
more than one group medical plan, benefits under the plans will not be
duplicated. The primary plan will pay its full benefits first. The secondary
plan will make additional payments, if any are due, up to the amount it would
have paid if it were the primary plan.  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 otherwise prohibited by
law.  Questions?  If you have specific benefit
questions, please call the Customer Service number listed in the Medical
Comparison Chart.  Provider directories can be
found on WorkSite or at your local Human Resources office.  HMOs and
Domestic Partner Coverage  Blue Care
  Network of S.E.Michigan
  
  Same Sex Domestic Partner
  Coverage AllowedBlue
  Choice Healthcare (GA)
  
  Domestic Partner Coverage
  AllowedBlueCHOICE
  HMO (MO)
  
  Domestic Partner Coverage
  AllowedBlue
  Cross HMO
  
  Domestic Partner Coverage
  AllowedCareFirst
  BlueChoice HMO (VA)
  
  No Domestic Partner
  CoverageHealthLink
  HMO (MO)
  
  Domestic Partner Coverage
  AllowedHMO Blue
  Cross (Dallas/Ft.Worth)
  
  Domestic Partner Coverage
  AllowedNetwork
  Blue New England (MA)
  
  Domestic Partner Coverage
  AllowedUNICARE
  Health Plan of Texas HMO
  
  Domestic Partner Coverage
  AllowedUNICARE
  HMO (IL)
  
  Domestic Partner Coverage
  Allowed  27


Your Dental Coverage  WellPoint 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 two years?
Is orthodontic coverage necessary?  The information in this
Enrollment Guide is only an overviewrefer to your Summary Plan Description for
more information.  You can choose the WellPoint
Standard Dental Plan or WellPoint Enhanced Dental Plan. You also have the
option to waive dental coverage.  New
for 2004: Two-Year Dental Election Requirement  Beginning in 2004, you will
be able to enroll in dental benefits in even-numbered years only. That means
you will not be able to change or decline the dental election you make this
year until Open Enrollment for 2006. For example, if you elect Enhanced Dental
coverage for you and your dependents in 2004, you must keep that coverage until
2006.  New
for 2004: New Dental Network in Missouri  Starting in 2004, the dental
network for associates in Missouri will change from the DentaMax network to the
DentaBlue network. DentaBlue is part of WellPoint Dentals national network.  You may find that your
dentist is not in the DentaBlue network. Please note that the dental product
offered to associates has both in-network and out-of-network benefits. Check
the DentaBlue provider directory to see if your dentist is in the DentaBlue
network. You can also locate a Blue Cross dental provider by visiting www.bluecrossca.com. Click on Members >
Groups of 51 or more > Locate Providers in California, select Prudent Buyer
(PPO) Dentist, then enter your city and state. Be sure to select the PPO
Network.  If your
dentist is in the DentaBlue network, you will find that care under DentaBlue may cost you less than the
same care under DentaMax.  If your
DentaMax dentist is not in the DentaBlue network, your out-of-pocket expenses may be higher.
However, you may request that your dentist be enrolled in the network. A Provider
Nomination form can be found on WorkSite > Corporate Links > Human
Resources > Forms > Benefits. You should complete the form and return it
to Dental Services, 220 Remington Boulevard, Bolingbrook, IL 60440-9899. Upon
receipt, Provider Relations will send application information to your provider
to review. Acceptance of the application is up to the provider.  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.  Dental
Net Plan (for Officers in California)  If you elect this option,
you receive care at negotiated rates. There are no deductibles or annual
maximums unless you visit a Dental Net pediatric dentist. Orthodontic coverage
is included.  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  28 
   provider directories are
available on WorkSite or 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 enrollment 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.  Claims
Procedures  If you use
a PPO or Dental Net 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,
P.O. Box 9066, Oxnard, CA 93031-9066.  Questions?  If you have specific benefit
questions, you may call the Customer Service number listed in the Dental
Comparison Chart.  Provider directories are
available on WorkSite or at your local Human Resources office.  Dental
Comparison Chart  Standard Plan (1)
  
  Enhanced Plan(1)
  
  Dental Net(For
  Associates in California)Annual
  Deductible
  
  $50/individual $150/family
  
  $50/individual $150/family
  
  NoneAnnual
  Maximum
  
  $1,000/individual
  
  $2,000/individual
  
  $500/child for pediatric
  dentist onlyDiagnostic/Preventive
  Care
  
  100% of covered expenses
  
  100% of covered expenses
  
  100%Oral
  Surgery
  
  80% after deductible
  
  80% after deductible
  
  100%Restorative
  Care(such as fillings)
  
  80% after deductible
  
  80% after deductible
  
  100%Extractions
  
  80% after deductible
  
  80% after deductible
  
  100%Surgical
  Extractions
  
  80% after deductible
  
  80% after deductible
  
  $25$50 copayEndodontic Care(such as root canals)
  
  80% after deductible
  
  80% after deductible
  
  $60$100 copayPeriodontics(such
  as scaling)
  
  80% after deductible
  
  80% after deductible
  
  $9$120 copayCrowns
  
  Not covered
  
  50% after deductible
  
  $85$120 copayBridges
  
  Not covered
  
  50% after deductible
  
  $120 copayPartial
  Dentures
  
  Not covered
  
  50% after deductible
  
  $160 copayComplete
  Dentures
  
  Not covered
  
  50% after deductible
  
  $140 copayOrthodontia
  
  Not covered
  
  50% with a $1,250 lifetime
  benefit/individual children
  
  $1,850 copay for adults
  (age 18+) or $1,450 for treatment limited to 24 monthsCustomer
  Service
  
  (800) 627-0004
  
  (800) 627-0004
  
  (800) 627-0004For ID
  cards Only:Associates enrolled in HMOMedical Plan in Georgia
  
  (800) 441-2273
  
  (800) 441-2273Associates enrolled in HMOMedical Plan in Missouri(BCBSMo and HealthLink)
  
  (800) 556-6769
  
  (800) 556-6769All other associates
  
  (800) 627-0004
  
  (800) 627-0004
  
  (800) 627-0004  Note: Covered expenses are paid based on
reasonable and customary charges. Charges in excess of reasonable and customary
are your responsibility.  
 (1)If your dental provider anticipates the
expense for any course of treatment to exceed $350, you should submit a benefit
estimation form before treatment begins. This excludes Dental Net. (2)You must obtain a written referral from Dental
Net Customer Service before receiving treatment. Dental Net will not accept
patients who are banded prior to the effective date of coverage. Extra fees
may be charged for X-rays, models, retention, etc. over and above the copay.  29 
   Your Vision 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:  Blended lenses  Oversize lenses  Photochromatic or tinted lenses  Frames that exceed
the Plan allowance (plan provides a 20% discount on any amount over your
allowance)  Annual supplies of popular
contact lenses are available to you at competitive prices. Visit www.vsp.comor ask your VSP doctor for
details. Your plan also includes a 15% discount off the cost of your contact
lens exam (fitting and evaluation) when obtained from a VSP doctor. This exam
is performed in addition to your routine eye exam.  The plan also provides a 20%
discount on additional pairs of prescription glasses (lenses and frames),
including prescription sunglasses, if you use the same VSP provider.  Claims
Procedures  If you use a VSP provider, he/she will
confirm your eligibility and file claims for you and your covered dependents.  If you use non-VSP providers, file a claim
with VSP to receive your benefits. Claims should be mailed to: Vision Service
Plan, Attn: Out-of-Network Provider Claims, P.O. Box 997105, Sacramento, CA
95899-7105. You will be responsible for paying any charges above the limits
shown in the chart.  To obtain a list of VSP
providers in your area, call (800) 877-7195 or visit www.vsp.com. You can also access the VSP web page via
WorkSite.  Questions?  If you have any questions
about your vision coverage, call VSP at (800) 877-7195.  Your Vision
Benefits at a GlanceVSP(1), (2)  VSP Providers
  
  Non-VSP ProvidersYour
  annual copayment
  
  $25
  
  $25What the
  Plan PaysEye
  examinations(once every 12 months)
  
  100% after copay
  
  $40 maximumLenses(once every 12 months)(3)Single
  
  100% after copay
  
  $40 maximumBifocal
  
  100% after copay
  
  $60 maximumTrifocal
  
  100% after copay
  
  $80 maximumLenticular
  
  100% after copay
  
  $125 maximumFrames(once every 24 months)(3)
  
  100% up to a determined
  maximum
  
  $45 maximumContacts(including disposables)(3)If medically necessary
  
  100% with prior approval
  
  up to $210, in lieu of
  other benefitsIf elective
  
  up to $105, in lieu of
  other benefits
  
  up to $105, in lieu of
  other benefits  
 (1)VSP members have access to the Laser
VisionCare Program, in which laser vision correction is available at a
discounted fee. To learn more, visit VSPs Laser VisionCare Program at
www.vsp.com. (2)You must pay your annual copayment the first
time you receive services whether you use a VSP or non-VSP provider. (3)You and your family may select either one pair
of glasses or contact lenses in a calendar year. Under this plan, if you elect
contact lenses, you will be eligible for a frame 24 months after the last date
of obtaining the contact lenses.  30 
   Your Life
Insurance Coverage  As an Officer of WellPoint,
you receive life insurance under the Group Universal Life policy (see page 38).
You should consider your level of life insurance in light of the Group
Universal Life coverage you receive as an Officer.  In choosing your coverage
level, consider your family status. If you have dependents and/or a home
mortgage, do you need more insurance? What sources of income would your
survivor(s) have if you died?  The information in this
Enrollment Guide is only an overviewrefer to your Summary Plan Description for
more information.  Life insurance benefits are
rounded up to the next multiple of $1,000 unless your salary is an even
multiple of $1,000. For example, if your benefit salary is $89,300 and you
elect one times your benefit salary, your coverage would be rounded up to
$90,000. The maximumamount 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 five life insurance options:  $50,000  1 times your benefit salary (WellPoint provides this level of coverage at no cost
to you.)  2 times your benefit salary  3 times your benefit salary  4 times your benefit salary  If you are on a leave of
absence on January 1, 2004, and you elect to increase life coverage for 2004,
that new coverage level will not take effect until you return from the leave
and Evidence of Insurability has been approved (if applicable).  Benefit
Salary  Benefits
are based on your benefit salary, which is your annual base pay as of September
1, 2003, plus commissions or sales incentives paid from September 1, 2002,
through August 31, 2003. For Officers hired on or after September 1, 2003, your
benefit salary is your annual base pay excluding any commissions. Your benefit
salary does not change mid-year with salary increases or changes to your work
schedule (part-time to full-time). It will be recalculated on September 1,
2004, for an effective date of January 1, 2005.  31 
   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 approved, your increase
in coverage and deductions will take effect on January 1, 2004, or the first of
the month after insurance company approval is received, whichever is later.  If your request is denied,
your 2003 level of coverage will increase only one level for 2004 with the
corresponding 2004 cost.  You cannot
waive life insurance.If
you already have sufficient protection for your family, you can choose the
$10,000 option and receive a credit.  Life insurance greater than
one times your benefit salary can be purchased only on an after-tax basis. The
cost is based on your benefit salary (see page 31 for a definition of benefit
salary) and your age as of December 31, 2004.  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.  Right
to Convert  If you terminate your
employment with the Company or retire, you may have the option to elect to
change or convert your Life Insurance from Company-sponsored group coverage
to an individual policy that you pay for on your own, without Evidence of
Insurability.  32 
   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 may need to
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.  For spouse/domestic partner
coverage, if your request is denied, the current level of coverage will remain
in effect for 2004 with the corresponding 2004 costs. For child life coverage,
if your request is denied, your 2003 level of coverage will increase only one
level for 2004, with the corresponding 2004 cost.  If you are on a leave of
absence on January 1, 2004, and you elect to increase dependent life insurance
for 2004, 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 an overview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 31 for a definition of
benefit salary), and the cost is based on your
ageas of December 31, 2004. 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:  $5,000  50% of your benefit salary  1 times your benefit salary  Waive coverage  If you enroll your
spouse/domestic partner for life insurance after 31 days from the date your
spouse/domestic partner is first eligible for coverage, your spouse/domestic
partner will be subject to the Evidence of Insurability requirements.  Child Life Insurance  Child life insurance is a
fixed amount depending on the age of your child(ren).  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 enroll a child in child life, 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). Continuing WellPoint benefits for dependents who are
not eligible is a violation of Company policy that is subject to disciplinary
action up to and including termination of employment.  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.  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
  
  $
  2,50014 days to six months of age
  
  $
  2,500
  
  $
  5,000
  
  $
  12,5006 months through age 18 years of age (24 if full-time
  student)
  
  $
  5,000
  
  $
  10,000
  
  $
  25,000  33 
   Your AccidentalDeath and Dismemberment
(AD&D) Coverage  Accidental death and
dismemberment (AD&D) coverage protects you if you die or are seriously
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 up to the next multiple of $1,000 unless your benefit salary is an even
multiple of $1,000. For example, if your benefit salary is $89,300 and you
elect one times your benefit salary, your coverage would be rounded up to
$90,000 (see page 31 for a definition of benefit salary).  You can choose from the
following AD&D options:  1 times your benefit salary (WellPoint provides this level of coverage at no cost
to you.)  2 times your benefit salary  3 times your benefit salary  4 times your 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 that 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, 2004, and you elect to increase AD&D coverage for
2004, the new coverage level will not take effect until you return from leave.  34 
   Your
Flexible Spending Accounts  Flexible Spending Accounts
provide an opportunity for you to save money on your out-of-pocket health care
or dependent day care expenses throughout the year. You are not taxed on the
money you contribute, nor on the reimbursements you receive.  How
Flexible Spending Accounts Work  You elect an annual amount
of money to be deducted from your bi-weekly 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:  Uninsured medical,
dental, vision and prescription drug expenses and copays  Chiropractic expenses  Hearing aids and
batteries  Mental health
expenses  Prescription glasses
and sunglasses  Orthodontia expenses  For a complete list of expenses
eligible for reimbursement, please contact UniAccount at (888) 209-7976.  You have through March 31,
2005, to file Health Care Spending Account claims for expenses incurred on or
before December 31, 2004. If you terminate employment prior to December 31,
2004, 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.  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.  35 
   How Much
Can I Elect?  Minimum
  
  MaximumPay Period
  
  Annually
  
  Pay Period
  
  AnnuallyHealth Care Account
  
  $
  9.63
  
  $
  260
  
  $
  185.19
  
  $
  5,000Dependent Day Care Account(1)
  
  $
  9.63
  
  $
  260
  
  $
  185.19
  
  $
  5,000  
 (1)Married associates filing a separatetax return can only elect $2,500 per year. Married associates filing
a jointreturn have a combined
maximum of $5,000 per year from all available plans.  New for
2004: Over-the-Counter Medications Eligible for Reimbursement  As of
October 1, 2003, if you participate in the Health Care Spending Account, you
can now be reimbursed for the cost of many over-the-counter medications,
including antacids, allergy medicines, pain relievers and cold remedies.
Vitamins and dietary supplements not prescribed by a doctor are not eligible
for reimbursement. For a current list of over-the-counter medications eligible
for reimbursement through the Health Care Spending Account, go to WorkSite >
Corporate Links > Human Resources > Library > Benefits.  For
purposes of this section, deductions are salary reductions used to pay an
equivalent amount of your eligible health care and/or dependent day care
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:  Do you or your
eligible dependents anticipate any expenses not covered by your (or your
spouses) medical, dental or vision care plans?  Do you anticipate any
large out-of-pocket expenses such as orthodontics, crowns, hearing aids or the
birth of a baby? Do you need eyeglasses, contact lenses and/or prescription
sunglasses?  Your
Dependent Day Care Spending Account  You can participate in this
account if you need dependent day care 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. Dependent medical expenses cannot be reimbursed through
this account. 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 day care
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 day care 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. You may want to consult a tax
professional to determine which option is better for you.  This account is for
reimbursement of child/elder day care expenses. It does not provide reimbursement for medical expenses of a
spouse/domestic partner or dependent (see Your Health Care Spending Account
on page 35).  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:  Will you incur
expenses from a licensed day care center or nursery school?  36 
   Will your child(ren)
attend an eligible daytime summer camp or before-school or after-school
activities?  Would you save more
money from the Federal Dependent Care Tax Credit?  Do you have an aging
dependent parent who may require care?  How
to File a Claim  Health Care Spending Account  If you are covered under the
WellPoint Health CareAdvocate PPO, WellPoint PowerHealth Fund or Group Medical
Plans, or Standard or Enhanced Dental Plans, expenses that are only partially
covered by your plan(s) are automaticallyprocessed
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 day care 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 from WorkSite.  Mail claims to:  UniAccount  P.O. Box 4381  Woodland Hills, CA
91365-4381  Fax claims to: (818)
234-4730  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.  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 (www.bluecrossca.com).  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.  37 
   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.  The Company provides the
following benefits to Officers:  Officer Physical
Exams  Group Universal Life
Insurance  Short-Term Disability  Long-Term Disability  Comprehensive
Executive Non-Qualified Retirement Plan  To enroll in the
Comprehensive Executive Non-Qualified Retirement Plan, you need to complete theFlexExec enrollment form and return it to Lynn
Salberg 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 months45 and older
  
  Every 12 months  
 * Any exceptions to this
schedule must be recommended by a physician and approved by the Company.  WellPoint recommends medical
centers for the physical exams:  Cedars-Sinai Medical
Center Executive Medical Services in Los Angeles  Scripps Center for
Executive Health in La Jolla  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) 423-2374Scripps Center for Executive
  Health
  (858) 626-4460  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, 2003, base annual salary plus target
management bonus).  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.  38 
   Newly hired Officers will
receive an application in the mail from Davenport Associates, Inc. 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
(415) 743-7704 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, 2003, benefit salary (see page 31
for definition) plus 2003 target management bonus).  Your disability benefits
will be subject to preexisting 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.  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.  39 
   Comprehensive Executive Non-Qualified
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:  It replaces deferrals
limited due to IRS regulations on contributions to the 401(k) plan. For 2004,
the IRS limits eligible 401(k) compensation to $205,000 with a maximum contribution
of $13,000. You may defer up to 6% of your compensation earned after reaching
$205,000 or after deferring $13,000 into the 401(k) plan, whichever occurs
first.  It allows newly hired Officers to receive a
matching contribution during their first year of service. Newly hired Officers
may defer up to 6% of eligible compensation earned before becoming eligible for
the 401(k) match. Please note: newly hired Officers who elect to defer under this
component need to enroll in the 401(k) Plan with Vanguard when they reach one
year of service in order to continue their contributions and receive the
Company match.  2.Salary Deferral  This component allows you to
defer up to 60% of your base salary.  For example:  Before
  March
  Increase
  
  After
  March
  IncreaseBase salary
  
  $
  140,000
  
  $
  147,000Base salary deferral election
  
  20
  %
  20
  %Annual deferred
  
  $
  28,000
  
  $
  29,400÷26
  
  ÷26Amount deferred per pay period
  
  $
  1,076.92
  
  $
  1,130.77  Using the above example,
before the March increase, you may elect to defer between 1% and 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.  40 
   4.Bonus Deferral (Bonus
Awards in Excess of 150% of Target)  Under the Companys bonus
plans, any amounts in excess of 150% of the target award will be deferred as
cash, which vests over three years. You may elect to have all or part of this
distributed to you upon vesting. Any amount that you do not request upon
vesting will be distributed in accordance with your regular distribution
election. This election is for the management bonus that will beearned in the 2004 calendar
year, but not paid until the following year.  5.Car Allowance  This component allows you to
defer your car allowance. 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  If you are age 50 and your
age and service equal 65 as of December 31, 2003, you will be eligible to
participate in the Pension Accumulation Plan. 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 $205,000 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 Non-Qualified 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
Vanguard funds offered in the WellPoint 401(k) Retirement Savings Plan are
available for your non-qualified 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:  Termination/retirement date  Date of death  A specific date (must
be at least 12 months from date of election and not later than your 65th
birthday)  The earliest of your
termination/retirement date, date of death or a specific date  Other: this option is
used when you elect to receive the distribution at different intervals (e.g.,
$25,000 on 7/1/2006, with the balance at retirement or one year after
termination/retirement).  The payment options are:  Lump sum  Annual installments
not to exceed 15  Other: this option is
used if you want a combination of the above (e.g., $25,000 in a lump sum with
the balance in 10 annual installments).  41 
   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.  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 Lynn Salberg in the WellPoint Compensation Department for a new
form.  Accelerated Distributions  Hardship Withdrawal:If you have an
immediate and heavy financial need and have no other resources reasonably
available to you, you may request a hardship withdrawal. The 401(k) provisions
regarding hardship withdrawal will be applied. The amount is limited to the
portion of your account attributable to your salary, management bonus, and
supplemental 401(k) deferrals.  Forfeiture:Absent a demonstration of
immediate and heavy financial need, you may elect to receive 85% of your entire
vested account in an early distribution at any time upon 30 days written
request. The remaining 15% will be forfeited. If you elect to receive a
forfeiture distribution, your participation in the Plan will be suspended and
you may not again participate in the plan until the Plan Year that is at least
12 months following the Plan Year in which such distribution occurred.  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.  42 
   Additional
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 both.  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). EAP professionals are available 24 hours a day,
7 days a week. For assistance, call the EAP at (888) 777-6665.  43 
   Nurse Counselors On Call  Nurse counselors are
available seven days a week through a toll-free 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:  Assistance in determining if you need to see
a doctor,  What level of care would be the most
appropriate (e.g., hospital vs. urgent care facility),  Information on various health conditions and diagnoses,  Information on medical procedures,  Information on various support groups,  Information on medications and possible side
effects and  General health information.  This service also provides
guidance regarding questions you should ask your provider and access to an
audio library of more than 200 health-related topics.  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 health clubs,
fitness/yoga programs, smoking cessation programs or weight management programs,
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. If your spouse/domestic partner is also an
associate, each of you is eligible for WOW reimbursement up to $35 per month.  You must submit a WOW
reimbursement form and receipts quarterly for eligible expenses 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 WorkSite.  Associates in
  
  Call
  
  AtGeorgia
  
  Blue Choice On Call
  
  (888) 724-BLUE (2583)All Other
  Locations
  
  MedCall
  
  (888) 629-4000
  ID #1005  44 
   Your Financial Future and Retirement Benefits  WellPoint recognizes the
importance of helping Officers save for the future and plan for retirement. The
Company offers a 401(k) Retirement Savings Plan with a Company match and an
Employee Stock Purchase Plan, which allows associates to purchase WellPoint
stock at a discount.  The information in this
Enrollment Guide is only an overview. Please refer to the applicable Summary
Plan Description/ Prospectus for more information on these programs.  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 and reaching
age 18. An enrollment package will be mailed to your home from Vanguard, our
plan trustee. Please refer to the enrollment materials, 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 1% and 50% of your eligible compensation, subject to the following
limitations:  Officers who earn more than $90,000 are
considered by the IRS to be highly compensated. This limit will be adjusted
periodically by the IRS. This plan currently limits highly compensated Officers
to a maximum contribution of 8% of eligible compensation and may be adjusted as
necessary.  The IRS limits pretax contributions to an
annual limit of $13,000 in 2004. This limit will be adjusted periodically by
the IRS.  You may continue your contributions, subject
to the $13,000 limit, until your eligible earnings reach $205,000, or as
adjusted by the IRS.  If you are 50 or older in 2004, you may make
catch-up contributions. Your total catch-up contribution for 2004 is limited to
$3,000. This limit will be increased by $1,000 each year until 2006. After 2006
the limit will be indexed for inflation.  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 match 100% for each dollar up to 6% of your eligible compensation
that you contribute to the Plan. You determine how the Company match is
invested. In order to maximize the Company match, you must contribute 6% of
eligible compensation to the plan.  A 401(k)
Example  Your annual eligible compensation
  
  $
  40,000Your 6% contribution
  
  $
  2,400Company match
  
  $
  2,400
  ($40,000 x 6% x 100%)Total 401(k) contributions from you andthe Company
  
  $
  4,800($2,400 + $2,400)  45 
   Vesting  You are 100% vested in
pretax contributions. Associates hired prior to January 1, 2004 are also 100%
vested in the Company matching contributions.  Associates hired on or after
January 1, 2004 will be subject to a 5-year graded vesting schedule on the
Company match, stock awards and profit sharing contributions.  Graded
Vesting Schedule  Completed Years of Service
  
  % VestedLess
  than 2
  
  0
  %2
  
  25
  %3
  
  50
  %4
  
  75
  %5
  or more
  
  100
  %  Investment Choices  When you enroll in the plan,
you choose how to invest your contributions. Currently, there are 11 investment
choices available. You may change your fund selection, transfer contributions
between funds or change your contribution percentage at any time by calling
Vanguards VOICE Network at (800) 523-1188, 24 hours a day or by visiting
Vanguards website 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. Enrollment materials will be mailed to your home with
instructions. 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.  The stock purchase price is
set at the lower of the Company stock price on the first day of the offering
period or on the last day of the offering period. This is subject to plan terms
and limits. Refer to the Summary Plan Description/Prospectus for further
details. Associates pay only 85% of this price.  You may choose to keep or
sell your shares and are responsible for brokerage fees, capital gains taxes
and any other costs associated with the sale.  Please refer to the Summary
Plan Description/Prospectus before making any decision to participate in the
Employee Stock Purchase Plan.  Pension
Accumulation Plan  As of January 1, 2004,
longer-service Officers who are at least age 50 as of December 31, 2003, and
whose combined age plus years of Plan service total 65 or higher as of December
31, 2003, will continue to earn future benefits under the Pension Accumulation
Plan. For example, if you are age 50 with 15 or more years of Plan service on
December 31, 2003, you will continue to earn future benefits under the Plan.  For other participating
Officers, the funds in your pension account earned through year-end 2003 will
continue to accrue interest. However, there will be no additional contributions
based on your earnings after December 31, 2003. Once you become vested (after
five years of Plan service) you will be eligible to receive a benefit from this
Plan at retirement or termination based on your account balance as of December
31, 2003, plus accrued interest.  New Officers hired after
December 31, 2003, will not be eligible to participate in the Pension
Accumulation Plan.  46 
   Mid-Year
Changes  Generally, you will not be
able to change your benefit 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:  Marriage, change in domestic partner status,
divorce, legal separation or annulment  Birth or adoption of a child, or a change in
a child custody arrangement  Death of your spouse/domestic partner or
dependent  A change in your spouses/domestic
partners/dependents employment status  A significant change in your
spouses/domestic partners/dependents employers health care coverage,
including Open Enrollment  A change in a dependents eligibility status
because of marriage, age or loss of dependent status for federal tax purposes  A change in the cost of your dependent day
care  Unpaid leaves of absence  The coverage change must be
consistent with the qualifying event.  Note: If your
spouse/domestic partner is currently ineligible for medical benefits under his
or her employers plan but becomes eligible for benefits under that plan
anytime during 2004, he or she mustenroll
in that plan and you may drop spouse/domestic partner coverage under the
WellPoint plan mid-year.  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. You will need to complete the
Enrollment Worksheet and return it with the appropriate documentation by the
deadline listed on the form. 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 (e.g., divorce, termination of domestic partnership
or a dependent child reaching the maximum age) 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
there is no HMO, Dental Net, WellPoint Health CareAdvocate PPO or WellPoint
PowerHealth fund 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.  47 
   Qualified Mid-Year Changes  Event*
  
  Election
  Changes You Can Make
  Within 31 Days of the Event
  
  Coverage/Change
  Effective Date
  
  Documentation
  RequiredYou get
  married
  
  Enroll yourself, spouse and your spouses dependent children in
  Medical, Dental and/or Vision (may not change existing plans)
      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
  
  Date of the event
  
  Copy of marriage
  certificateYou 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)
      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
  
  Date of the event
  
  Copy of court documentsYou gain a
  dependent child through birth, adoption or placement for adoption, or gain
  legal guardianship**
  
      Enroll
  yourself, spouse and dependent children in Medical, Dental and/or Vision
      Add
  new dependent child to existing Child Life coverage or enroll an only child
      Enroll
  in/increase Health Care Spending Accounts
      Enroll
  in/increase Dependent Day Care Spending Account
  
  Date of the event
  
  Copy of birth certificate
  from hospital, copy of adoption papers or copy of court documents for legal
  guardianshipYour
  and/or your spouses dependent child becomes ineligible (e.g., gets married,
  is over maximum age or becomes a WellPoint associate) or you lose legal custody
  of a child
  
      Required
  to cancel dependent child in Medical, Dental, Vision and Child Life (may be
  eligible for COBRA)
  Cancel (if ineligible dependent is only person covered) or decrease
  Dependent Day Care Spending Account
  
  End of the month
  
  Copy of court documents for
  legal custody
  None required for marriage, over maximum age, etc.Your
  dependent child, age 1924, returns to full-time student status
  
      Enroll
  dependent in Medical, Dental and/or Vision
  
  Date school begins
  
  Proof of full-time status
  and semester start dateYour
  spouse dies
  
      Required
  to cancel spouse in Medical, Dental, Vision and Spouse Life
      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
  
  Date of death
  
  Copy of death certificateYour
  dependent child dies
  
      Required
  to cancel dependent child in Medical, Dental, Vision and Child Life
      Decrease
  Health Care Spending Account
      Decrease
  Dependent Day Care Spending Account
  
  Date of death
  
  Copy of death certificate  
 *For allowable domestic
partner changes, refer to the Domestic Partner Guide.  **For PPO, WellPoint
PowerHealth Fund, Group, Blue Cross HMO, Blue Choice Healthcare, UNICARE HMO,
UNICARE Health Plan of Texas, BlueCHOICE HMO and HealthLink HMO plans, election
changes for birth or adoption can be made within 60 days of the event. For
non-WellPoint plans, the HMO will make the decision to add the newborn/adopted
child, after the 31-day period has passed, on a case-by-case basis.  48 
   Event*
  
  Election
  Changes You Can Make
  Within 31 Days of the Event
  
  Coverage/Change
  Effective Date
  
  Documentation
  RequiredYour
  spouse begins employment or increases his/her work hours and gains Medical,
  Dental and/or Vision coverage through his/her employer
  
      Cancel
  yourself, spouse and/or dependent children in Medical, Dental and/or Vision
      Change
  contribution to Health Care Spending Account
  Enroll in/increase Dependent Day Care Spending Account
  
  Date of the event
  
  Documentation from spouses
  employer (e.g., benefits enrollment form or employment offer letter)Your
  spouse ends employment or loses eligibility for benefits and you/your
  spouse/your dependent children lose Medical, Dental and/or Vision coverage
  through his/her employer
  
      Enroll
  yourself, spouse and/or dependent children in Medical, Dental and/or Vision
      Enroll
  in/change contribution to Health Care Spending Account
      Cancel/decrease
  Dependent Day Care Spending Account
  
  Date of the event
  
  Documentation from spouses
  employer (e.g., COBRA notice or HIPAA notice)Your
  and/or your spouses dependent ends employment or loses eligibility for
  benefits through his/her employer
  
      Enroll
  dependent in Medical, Dental and/or Vision
      Change
  contribution to Health Care Spending Account
  
  Date of the event
  
  Documentation from
  dependents employer (e.g., COBRA notice or HIPAA notice) and proof of
  full-time student statusYour
  spouse or dependent child begins full-time employment at WellPoint
  
      Required
  to cancel Spouse/Child Life
  
  Date spouse or dependent
  child qualifies for benefits
  
  NoneProvide name and
  Social Security Number of spouse/dependent childYour
  and/or your spouses dependent child begins employment or increases work
  hours and gains coverage through his/her employer
  
      Cancel
  Medical, Dental, Vision and Child Life for dependent child
      Change
  contribution to Health Care Spending Account
  
  Date of the event
  
  Documentation from
  dependents employer (e.g., benefits enrollment form or employment offer
  letter)You move
  outside HMO or PPO Service Area
  
      Required
  to elect new Medical plan in new location
  
  Date of the event
  
  Address changeYou move
  outside Dental Net Service Area
  
      Enroll
  in new Dental plan
  
  Date of the event
  
  Address changeYour job
  status changes from part-time to full-time
  
      Enroll
  in Medical, Dental, Vision, Employee Life, AD&D, Spouse Life, Child Life,
  STD and LTD
     
  Enroll in/increase Health Care Spending Account
      Enroll
  in/increase Dependent Day Care Spending Account
  
  First of the month
  following job status change
  
  NoneHuman Resources actionYour job
  status changes from part-time (under 20 hours/week) to part-time at least 20
  hours/week
  
      Enroll
  yourself, spouse and dependent children in Medical
      Enroll
  in Health Care Spending Account
      Enroll
  in Dependent Day Care Spending Account
  
  First of the month
  following job status change
  
  NoneHuman Resources actionYour job
  status changes from full-time to part-time (at least 20 hours/week)
  
      Change
  Medical plan
      Required
  to cancel Dental, Vision, STD, LTD, Employee Life, AD&D, Spouse Life and
  Child Life (COBRA may be available)
      Enroll
  in/cancel/change contribution to Health Care Spending Account
      Cancel/decrease
  Dependent Day Care Spending Account
  
  First of the month following
  job status change
  
  NoneHuman Resources actionYour 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 be
  available)
  
  First of the month
  following job status change
  
  NoneHuman Resources action  
 *For allowable domestic
partner changes, refer to the Domestic Partner Guide.  49 
   Event*
  
  Election
  Changes You Can Make
  Within 31 Days of the Event
  
  Coverage/Change
  Effective Date
  
  Documentation
  RequiredYou begin
  an unpaid Leave of Absence (LOA)
  
      Required
  to cancel contribution to Dependent Care Spending Account
      Cancel
  Medical, Dental, Vision, STD, LTD, Employee Life, AD&D, or Spouse Life
  and/or Child Life.  Arrangements must
  be made for premium payment for plans you wish to continue.
  
  First of the month
  following the start of the LOA
  
  WellPoint-approved LOAReturn
  from an unpaid Leave of Absence (LOA)
  
      All
  coverage that was in effect before the leave will be reinstated if you return
  during the same calendar year.  If the
  LOA continues into the following calendar year, Open Enrollment elections
  will be permitted.
  
  Date of the event
  
  NoneHuman Resources actionWellPoint
  determines that a Qualified Medical Child Support Order (QMCSO) requires you
  to cover your child
  
      Your
  dependent child, and yourself if necessary, may be enrolled in Medical, Dental
  and Vision.
  
  Date of the event
  
  Qualified judgment, decree
  or orderWellPoint
  receives notice that, due to a Qualified Medical Child Support Order (QMCSO),
  your child is covered under the plan of your childs other parent.
  
      Your
  child may be disenrolled from Medical, Dental and/or Vision
  
  Date of the event
  
  Qualified judgment, decree
  or order and proof of other coverage.Re-employment
  at WellPoint within 31 days of termination
  
      All
  coverage that was in effect before the leave will be reinstated unless there
  was an intervening event (e.g., marriage, divorce, Open Enrollment) that
  would permit a change
  
  First of the month
  following job status change
  
  NoneHuman Resources actionRe-employment
  at WellPoint more than 31 days after termination
  
      Must
  re-enroll in new benefits
  
  See Your Benefits
  Eligibility on page 4.
  
  NoneHuman Resources actionChange in
  Dependent Day Care provider
  
      Enroll
  in/cancel/change contribution to Dependent Day Care Spending Account
  
  Date of the event
  
  Invoice or letter
  indicating enrollment, or memo from associate stating withdrawal  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.  
 *For allowable domestic
partner changes, refer to the Domestic Partner Guide.  50 
   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 refers 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:  A reduction in your hours of employment or  The termination of your employment (for
reasons other than gross misconduct on your part).  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 anyof the following reasons:  The death of the covered Officer  A termination of the covered Officers
employment (for reasons other than gross misconduct) or reduction in the
covered associates hours of employment  Divorce or legal separation from the covered
Officer  The covered Officer becomes entitled to
Medicare.  You reach the maximum age allowed to be
considered a dependent child.  You are no longer considered a dependent
child.  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 the later of 60 days from the date you receive
the notice or60 days from the
date that you would lose coverage because of one of the qualifying events
described above 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.  51 
   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 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 within 60
days from the date on which the disability was determined. This notification
must also occur before the end of the original 18-month period. The affected
individual must also notify the Plan Administrator within 30 days of the date
on which the individual is no longer determined to be 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. Coverage will not be extended
beyond 36 months from the date of the qualifying event that originally made you
eligible to elect COBRA continuation coverage.  If you are enrolled in the
Blue Cross of California HMO plan, the initial 18- or 29-month period may be
extended an additional 18 or 7 months, not to exceed a maximum of 36 months, if
certain conditions apply. If you qualify for this extension, the COBRA Plan
Administrator will send you a notice 90 days prior to the termination of your
initial COBRA period of 18 or 29 months.  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 of the child.  Early
Termination of Coverage  COBRA provides that your
continuation coverage may be shortened for anyof the following five reasons:  The WellPoint Companies no longer provide
group health coverage to any of their associates.  The premium for continuation coverage is not
paid on time.  The qualified beneficiary becomes covered
under another group health plan that does not contain any exclusion or
limitation for any pre-existing condition that affects the qualified
beneficiary.  The qualified beneficiary becomes entitled to
Medicare.  The qualified beneficiary has already
received 18 months of coverage due to disability, and there has been a final
determination that the qualified beneficiary is no longer disabled.  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.  If you are enrolled in the
Blue Cross of California HMO plan and are eligible for an additional 18 months
of COBRA, the cost of continuation will be 110% of the premiums for those not
determined to be disabled. If you have been determined to be disabled and are
extending continuation coverage an additional 7 months beyond 29 months of
continuation coverage, your cost will be 150% of the premiums.  Cancellation
for Non-Payment  Premiums are due on the last day of the
calendar month preceding coverage.  Coverage will be cancelled if payment is not
received within 30 days of the due date.  It is the participants responsibility to
make sure premiums are received by the due date, allowing sufficient mail time.  Once coverage is cancelled for non-payment,
it will not be reinstated.  Additional
Information  If you have any questions
about COBRA, please contact the Associate Service Center.  52 
   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 condition
exclusions have been eliminated from the WellPoint Health CareAdvocate PPO and
Group Medical Plans. 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 31 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.  Newborns
and Mothers Health Protection Act  Group health plans and
health insurance issuers generally may not, under federal law, restrict
benefits for any hospital length of stay in connection with childbirth for the
mother or newborn child to less than 48 hours following a vaginal delivery, or
less than 96 hours following a cesarean section. However, federal law generally
does not prohibit the mothers or newborns attending provider, after
consulting with the mother, from discharging the mother or her newborn earlier
than 48 hours (or 96 hours as applicable). In any case, plans and issuers may
not, under federal law, require that a provider obtain authorization from the
plan or the insurance issuer for prescribing a length of stay not in excess of
48 hours (or 96 hours).  Womens
Health and Cancer Rights Act of 1998  The Womens Health and
Cancer Rights Act of 1998 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:  Reconstruction of the breast on which the
mastectomy was performed;  Surgery and reconstruction of the other
breast to produce a symmetrical appearance;  Prostheses and  Treatment for physical complications of all
stages of mastectomy, including lymphedemas.  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.  Qualified
Medical Child Support Order  Plan participants and their
beneficiaries can obtain, without charge, a copy of the Qualified Medical Child
Support Order (QMCSO) procedures from the Plan Administrator.  53 
   Important Telephone Numbers  Associate
  Service Center
  (877) 342-5272MedicalPPO
  (800) 234-0111Group
  (800) 234-0111HMOsCA:
  Blue Cross HMO
  (800) 234-0111GA:
  Blue Choice Healthcare
  (800) 441-2273IL:
  UNICARE HMO (Illinois)
  (800) 234-0111MA:
  Network Blue
  (800) 588-5509MI:
  Blue Care Network of S.E.
  Michigan
  (800) 662-6667TX:
  HMO Blue Cross (Dallas/Ft.
  Worth)
  (877) 299-2377UNICARE Health Plan of
  Texas
  (800) 234-0111MO:
  BlueCHOICE HMO
  (866) 622-8322HealthLink HMO
  (800) 624-2356Precertification only
  (877) 284-0102VA:
  CareFirst BlueChoice HMO
  (866) 520-6099DentalDental
  Net (California only)
  (800) 627-0004WellPoint
  Standard Dental
  (800) 627-0004WellPoint
  Enhanced Dental
  (800) 627-0004Dental
  ID cards (Georgia HMO)
  (800) 441-2273Dental
  ID cards (BCBSMo/Healthlink HMO)
  (800) 556-6769VisionVSP
  (800) 877-7195Mail Order
  Prescriptions
  (866) 274-6825UniAccount
  (Flexible Spending Accounts)
  (888) 209-7976Blue
  Choice On Call (Georgia)
  (888) 724-BLUE (2583)MedCall
  (ID # 1005)
  (888) 629-4000Employee
  Assistance and Work/Life Program
  (888) 777-6665Group
  Universal Life Insurance
  (415) 743-7704Comprehensive
  Executive Non-Qualified Retirement Plan
  (805) 557-5801Vanguards
  Voice Network
  (800) 523-1188Employee
  Stock Purchase PlanE*Trade
  (800) 838-0908  54 
   Important
Addresses for Claims  MedicalPPOWellPointP.O. Box 4109Woodland Hills, CA 91365Attn: Associate Claims
  UnitDentalWellPointP.O. Box 9066Oxnard, CA 93031-9066Attn: Associate Claims
  UnitVisionVision Service PlanP.O. Box 997105Sacramento, CA 95899-7105Associates
  in GeorgiaMedicalHMOBlue Choice HealthcareP.O. Box 9907Columbus, GA 31908-6007Associates
  in MissouriMedicalHMOBlueCHOICEP.O. Box 66834St. Louis, MO 63166-6834MedicalHealthLink
  HMOHealthLinkP.O. Box 411580St. Louis, MO 63141-1580Pharmacy
  DrugsWellPoint PharmacyP.O. Box 4165Woodland Hills, CA
  91365-4165Mail
  Order PrescriptionsPrescription Drug
  ProgramMail ServiceP.O. Box 961025Fort Worth, TX 76161-9863Spending
  AccountsUniAccountP.O. Box 4381Woodland Hills, CA
  91365-4381  55 
      October 2003