FOR IMMEDIATE RELEASE November 20, Investors: Angie McCabe Media: Jeff Valentine (805) (410)

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1 FOR IMMEDIATE RELEASE November 20, 2001 WellPoint Contacts CareFirst Contacts Investors: Angie McCabe Media: Jeff Valentine (805) (410) Media: Ken Ferber Jim Day (805) (410) WELLPOINT AND CAREFIRST BLUECROSS BLUESHIELD TO MERGE CareFirst Must Convert to For-Profit Status in Connection with the Merger Transaction will Create $1.3 Billion for Charitable Funds to Meet Local Health Care Needs of Residents of Maryland, Delaware and the District of Columbia CareFirst President and CEO William Jews will Lead WellPoint s Southeast Region Thousand Oaks, CA and Owings Mills, MD WellPoint Health Networks Inc.(NYSE:WLP), one of the nation s largest health care companies, and CareFirst BlueCross BlueShield, which offers a comprehensive portfolio of products to 3.1 million medical members in Maryland, Delaware, the District of Columbia and Northern Virginia, jointly announced today that they have signed a definitive agreement to merge. WellPoint will acquire CareFirst for $1.3 billion following CareFirst s conversion to forprofit status, pending regulatory approval. The entire purchase price will be provided to benefit residents in CareFirst s three principal areas -- Maryland, Delaware and the District of Columbia. The strong organization formed by the merger of these two companies offers significant opportunities to meet the needs of our members and the communities we serve, said Leonard D. Schaeffer, WellPoint s chairman and chief executive officer. CareFirst and WellPoint both share the commitment to providing a choice of quality and affordable health care products and services associated with the Blue Cross Blue Shield brand. CareFirst, Inc. Serving Maryland, Delaware, the District of Columbia and portions of Virginia. Registered trademark of the Blue Cross and Blue Shield Association. Registered trademark of CareFirst of Maryland, Inc.

2 Page 2 This transaction also strengthens WellPoint s presence in a core strategic market and further diversifies our business, said Schaeffer. In addition, CareFirst has an outstanding customer-focused management team with significant industry experience and strong ties to local communities. William L. Jews, CareFirst president and chief executive officer, said, This is a strategic and timely transaction for CareFirst; WellPoint is an excellent partner. Our ability to successfully integrate the operations of Blues plans in Maryland, Delaware and Washington, D.C. is complemented by WellPoint's proven success as an industry leader and its experience in successfully merging organizations. Over time, our members will benefit through broader product offerings, enhanced customer service, and greater portability of benefits. Jews added, The scale and strength of the combined company will provide resources to invest in initiatives and infrastructure that will help meet the current and future health care needs of our members. Because CareFirst is a financially sound regional health insurance leader, Maryland, Delaware and Washington, D.C. will share the sizable charitable fund resulting from our conversion to for-profit status. The $1.3 billion fund creates an unprecedented opportunity for our elected leaders to respond to pressing and unmet health care needs of residents throughout our service area. About the Transaction Under terms of the definitive agreement, CareFirst and its subsidiaries must convert from its current not-for-profit status to for-profit status. This conversion process requires the approval of insurance regulators in each of the areas where CareFirst Blues affiliates are domiciled Maryland, Delaware, and Washington, D.C. In addition, Group Hospitalization and Medical Services, Inc., the formal name for CareFirst s Washington, D.C. operating affiliate, must have its federal charter amended or repealed by the United States Congress and obtain approval from the Washington, D.C. corporation counsel. Following completion of the conversion process, WellPoint will pay $1.3 billion for CareFirst -- $450 million in cash and $850 million in WellPoint common stock. At WellPoint's option, the cash component of the purchase price may be increased, with a corresponding reduction in the common stock component. If WellPoint's common stock price averages less than $70 per share during the 20 trading days preceding the fifth trading day before the close, WellPoint may issue a five-year subordinated note in place of the stock component in a principal amount sufficient to maintain the overall merger price at $1.3 billion. All of the proceeds will be used to fulfill the public benefit requirements of CareFirst.

3 Page 3 The $1.3 billion in proceeds will fund charitable activities as determined by appropriate local officials. The proceeds will be divided among the three jurisdictions where CareFirst Blues affiliates are domiciled according to decisions to be made by officials in each jurisdiction. WellPoint and CareFirst currently expect that the time required for completion of the conversion process and other approvals will allow the companies to close this transaction in about 18 months. Given the timeframe needed for the conversion process, this will give WellPoint management time to complete integration of our recently announced merger with RightCHOICE Managed Care in advance of the CareFirst merger, said David C. Colby, WellPoint's chief financial officer. Creating Value for Local Communities We are pleased that the value we have created by transforming CareFirst into the financially strong and successful company it is today will benefit residents in the communities where we operate," said Jews. "This transaction will provide significant corporate and foundation resources to better serve those most needing help. WellPoint s Schaeffer added, Given our own experience with the conversion process and the very successful funding of charitable organizations, we look forward to assisting CareFirst in this effort." WellPoint has a history of creating and funding charitable contributions. As part of the Company s conversion of Blue Cross of California to for-profit status and recapitalization in 1996, charitable foundations in California were created with assets that today are worth more than $4 billion. In addition, WellPoint assisted with the $114 million funding of a charitable foundation in Georgia when the Company acquired Blue Cross and Blue Shield of Georgia in March of Most recently, WellPoint's planned merger with RightCHOICE Managed Care will bring the assets of the Missouri Foundation for Health to nearly $900 million. Growth Opportunities WellPoint and CareFirst together see growth opportunities for the combined organization. Membership growth will be supported with broad product offerings including innovative plans that give consumers greater flexibility in financing their health care needs and specialty products that offer employer groups greater efficiency in meeting the needs of their employees. The combined organization will also enhance programs to reach the individual and small group market and effectively serve multi-state employers.

4 Page 4 WellPoint currently has a presence in the Mid-Atlantic area. The company, which serves approximately 82,000 members in Maryland, Delaware, District of Columbia and Northern Virginia under the UNICARE trademark, was awarded a contract to provide Medicaid services in Northern Virginia and owns the National Capital Preferred Provider Organization, one of the largest health provider networks in the greater Washington, D.C. area. William Jews, president and chief executive officer of CareFirst, will lead WellPoint s new Southeast Region when the transaction closes. This region, headquartered in Maryland, will include CareFirst s operations as well as WellPoint s UNICARE business in the Mid-Atlantic area. Company Facts As of September 30, 2001 WellPoint CareFirst RightCHOICE (a) Combined Medical Members 10.0 million 3.1 million 2.8 million 15.9 million Associates 14,000 6,300 2,300 22,600 Assets $7.2 billion $2.1 billion $760 million $10.1 billion Total Revenues (b) $9.0 billion $3.1 billion (c ) $883 million $13.0 billion Net Income $305 million $71 million $49 million $425 million (a) Merger pending. WellPoint currently expects that the RightCHOICE transaction will be completed in the first quarter of (b) 9 months ended September 30, 2001 (c) Prior CareFirst earnings reports included as revenue risk premiums and premium equivalents for nonrisk business Conference Call and Webcast WellPoint and CareFirst will host a conference call and live webcast on Wednesday, November 21, 2001, at 8:00 a.m. Eastern time to discuss this transaction. The conference call can be accessed by dialing (800) for domestic callers and (415) for inter-national callers, reservation number , 10 minutes prior to the call. There will be a replay of the conference call. A replay of the conference call will be available until Wednesday, November 27, The replay can be accessed by dialing (800) for domestic callers or (858) for international callers, reservation number Investors, analysts and the general public are also invited to listen to the conference call over the Internet by visiting WellPoint s website at and clicking on Investor Information. To listen to the live call on the website, please visit the WellPoint website at least 20 minutes early to download and install any necessary audio software.

5 Page 5 Individuals who listen to the call will be presumed to have read WellPoint s Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, including the discussion under the caption Factors That May Affect Future Results of Operations. About WellPoint WellPoint Health Networks serves the health care needs of approximately 10 million medical and over 44 million specialty members through Blue Cross of California, Blue Cross and Blue Shield of Georgia and UNICARE. The Company offers a broad spectrum of quality network-based health products including open access PPO, POS and hybrid products, HMO and specialty products. Specialty products include pharmacy benefit management, dental, utilization management, vision, mental health, life and disability insurance, long term care insurance, flexible spending accounts, COBRA administration, and Medicare supplements. WellPoint is headquartered in Thousand Oaks, California, and operates in California, Georgia and Texas, and the Midwest, Mid-Atlantic and Northeast regions. In March 2001, WellPoint merged with Blue Cross and Blue Shield of Georgia, the largest health plan in Georgia. In October 2001, WellPoint announced a planned merger with RightCHOICE Managed Care, the largest managed care company in Missouri with 2.8 million members. WellPoint is an S&P 500 company and has been named the most admired health services company in the nation by Fortune magazine for three consecutive years. About CareFirst CareFirst BlueCross BlueShield is a not-for-profit health care company which, along with its affiliates and subsidiaries, offers a comprehensive portfolio of health insurance products, direct health care and administrative services to 3.1 million members in Northern Virginia, the District of Columbia, Maryland and Delaware. The CareFirst portfolio of products ranges from traditional fee-for-service health care insurance to fully managed care. CareFirst administers the largest Federal Employees Health Plan in the nation. The CareFirst network of health care providers includes more than 80 percent of the medical professionals practicing in the company's service area -- including all of Delaware, Maryland and Washington, D.C. and the Northern portion of Virginia. CareFirst affiliate companies offer third-party administrative services and claims processing for self-insured groups and the CareFirst Insurance Agency, Inc., offers life, accident and disability products.

6 Page 6 Cautionary Statements: Certain statements contained in this press release are forward-looking statements. Actual results could differ materially due to, among other things, operational and other difficulties associated with integrating acquired businesses, nonacceptance of managed care coverage, business conditions and competition among managed care companies, rising health care costs, trends in medical loss ratios, health care reform, delays in receipt of regulatory approvals for pending transactions and other regulatory issues. Additional risk factors are listed from time to time in WellPoint s various SEC reports, including, but not limited to, the Company s Annual Report on Form 10-K for the year ended December 31, 2000.

7 CAREFIRST SUPPLEMENTAL FACT SHEET CareFirst, Inc. is the not-for-profit, non-stock, parent company of CareFirst of Maryland, Inc. and Group Hospitalization and Medical Services, Inc., affiliates that do business as CareFirst BlueCross BlueShield. A third affiliate does business as Blue Cross Blue Shield of Delaware, a CareFirst Company. CareFirst, Inc. is governed by a Board of Directors and special statutes regulating its business in Maryland, the District of Columbia, Delaware and Virginia. CareFirst: Is one of the largest health care companies in the Mid-Atlantic region, serving nearly 3.1 million members Has 6,300 employees in Delaware, District of Columbia, Maryland, North Carolina, Northern Virginia and West Virginia Includes more than 80 percent of all of the Maryland/D.C./Delaware/Northern Virginia region s health care providers as participating in one or more of its provider networks Offers self-insured employers administrative services through its third party administrators: CareFirst Administrators and National Capital Administrative Services, Inc. Has received five consecutive national Brand Excellence awards, recognizing its customer service, financial strength, membership growth and promotion of the Blue brand name Received Excellent ratings from the National Committee for Quality Assurance (NCQA) for three of its HMOs Has two for-profit HMO subsidiaries FreeState Health Plan and CareFirst BlueChoice that are licensees of the Blue Cross and Blue Shield Association. These HMOs feature more than 4,200 primary care physicians Operates two additional HMOs -- Delmarva Health Plan, serving 19,000 members on Maryland s Eastern Shore, and Preferred Health Network of MD, serving more than 70,000 members Began marketing a new regional HMO, CareFirst BlueChoice, in May, providing a regional network of providers for members in Maryland and Washington, D.C. With regulatory approval, the FreeState and Delmarva HMOs will be merged with BlueChoice Is affiliated with more than 90 hospitals in Maryland, D.C., Northern Virginia and Delaware Serves more than 553,000 members in the Federal Employees Health Program largest in the nation Operates the Capital Area Services Company, Inc. (CACSI), a subsidiary based in Charleston, WV, that annually processes more than 5 million claims for federal government subscribers and dependents as part of the Federal Employee Health Program Company Mission CareFirst shall be the leading regional health care company recognized for a comprehensive portfolio of high quality, innovative products and administrative services. Our purpose is to provide the best value to our customers in partnership with the health care community and in an environment which promotes respect, fairness and opportunity for our associates.