Press Release

Shareholders Approve Anthem-WellPoint Merger
                      97% of shareholders vote in favor

INDIANAPOLIS, and THOUSAND OAKS, Calif., June 28 /PRNewswire-FirstCall/ -- Anthem, Inc. (NYSE: ATH) and WellPoint Health Networks Inc. (NYSE: WLP) today announced that both companies' shareholders have overwhelmingly voted in favor of proposals necessary to complete their pending merger.

WellPoint shareholders voted to merge with Anthem and create the nation's leading health benefits company. WellPoint received more than 118 million votes, with approximately 97 percent of shareholders represented at the meeting voting in favor of the merger.

Anthem shareholders voted to issue the stock that would be issued to WellPoint shareholders as a part of the merger and change the corporate name from Anthem, Inc. to WellPoint, Inc. Anthem received more than 108 million votes, with approximately 97 percent of shareholders represented at the meeting voting in favor of issuing the stock and voting in favor of changing the corporate name.

"We are pleased that our shareholders have recognized the benefits of this merger. It brings together unprecedented resources to drive innovation in health benefits and improve the health of our members. It also will produce significant cost savings and will better position us to keep health care affordable for millions of members," said Larry C. Glasscock, Anthem's chairman, president and chief executive officer, who will be president and CEO of the combined company.

"We will be ideally positioned to provide innovative, quality products, services and information to customers, their physicians and hospitals," said Leonard D. Schaffer, WellPoint's chairman, president and CEO, who will be chairman of the new company's board of directors. "The completion of this merger will enable us to further improve the value we deliver through our strong Blue Cross or Blue Cross and Blue Shield plans in 13 states."

The companies have now received approvals from shareholders, 10 of 11 required state insurance regulatory approvals, as well as clearances from federal anti-trust agencies and the Blue Cross Blue Shield Association. Company officials continue to work with the California Department of Insurance and Department of Managed Health Care to complete the approval process.

Upon closing of the transaction, Anthem, Inc. will change its name to WellPoint, Inc. and will serve about 28 million members through its Blue Cross or Blue Cross and Blue Shield operations in 13 states and its non-Blue operations in other states. Reflecting the belief of both Anthem and WellPoint that health care is local, the company will continue to have the strong local presence required to understand and meet local customer needs, and will continue to do business in each state under the current brand names.

About Anthem

Anthem's mission is to improve the health of the people it serves. Anthem, Inc. is an Indiana-domiciled publicly traded company that, through its subsidiary companies, provides health care benefits to more than 12.5 million people. Anthem is the fourth largest publicly traded health benefits company in the United States and an independent licensee of the Blue Cross and Blue Shield Association. Anthem is the Blue Cross and Blue Shield licensee for Indiana, Kentucky, Ohio, Connecticut, New Hampshire, Colorado, Nevada, Maine and Virginia, excluding the Northern Virginia suburbs of Washington, D.C. More information about Anthem is available at .

About WellPoint

WellPoint Health Networks Inc. serves the health care needs of more than 15.3 million medical members and approximately 46 million specialty members nationwide through Blue Cross of California, Blue Cross Blue Shield of Georgia, Blue Cross Blue Shield of Missouri, Blue Cross Blue Shield of Wisconsin, HealthLink and UNICARE. Visit WellPoint on the web at . Blue Cross of California, Blue Cross Blue Shield of Georgia, Blue Cross Blue Shield of Missouri and Blue Cross Blue Shield of Wisconsin are independent licensees of the Blue Cross and Blue Shield Association.


This document contains certain forward-looking information about Anthem, Inc. ("Anthem"), WellPoint Health Networks Inc. ("WellPoint") and the combined company after completion of the proposed transactions that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)" and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Anthem and WellPoint, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include: those discussed and identified in public filings with the U.S. Securities and Exchange Commission ("SEC") made by Anthem and WellPoint; trends in health care costs and utilization rates; our ability to secure sufficient premium rate increases; competitor pricing below market trends of increasing costs; increased government regulation of health benefits and managed care; significant acquisitions or divestitures by major competitors; introduction and utilization of new prescription drugs and technology; a downgrade in our financial strength ratings; litigation targeted at health benefits companies; our ability to contract with providers consistent with past practice; our ability to consummate Anthem's merger with WellPoint, to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate our operations; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the transaction; the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; our ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction and the value of the transaction consideration; future bio-terrorist activity or other potential public health epidemics; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Neither Anthem nor WellPoint undertakes any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures in Anthem's and WellPoint's various SEC reports, including but not limited to Anthem's Annual Report on Form 10-K for the year ended December 31, 2003, WellPoint's Annual Report on form 10-K for the year ended December 31, 2003 as amended by Amendment No. 1 on Form 10-K/A and Anthem's and WellPoint's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2004.

SOURCE  Anthem, Inc.; WellPoint Health Networks Inc.
    -0-                             06/28/2004
    /CONTACT:  Investor Relations: Tami Durle, +1-317-488-6390, Media: Ed
West, +1-317-488-6100, both of Anthem, Inc.; Investor Relations: John Cygul,
+1-805-557-6789, Media: Ken Ferber, +1-805-557-6794, both of WellPoint Health
Networks Inc./
    /Web site:
    (ATH WLP)

CO:  Anthem, Inc.; WellPoint Health Networks Inc.
ST:  Michigan, California

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8930 06/28/2004 12:33 EDT
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