WellPoint Inc.

Victor Liss has served as a director since 1988, and has been an independent director since January 2007. In 1991 he was elected by the Board to serve as Vice Chairman of the Board (a non-executive position) of Trans-Lux Corporation. Mr. Liss is a Director of Wellpoint, Inc. and Wellpoint Financial Group; a Trustee of Norwalk Hospital; a Director of BNC Financial Group; and Chairman of the Board of the Bank of Fairfield (in formation). He was formerly Chairman of the Board of Trustees of Norwalk Hospital; formerly Co- Chairman of the Advisory Board to University College of Sacred Heart University; and formerly Consultant, President and Chief Executive Officer of Trans-Lux Corporation.

Ms. Ward has served as a director of SYSCO since September 2001. She is an Outside Managing Director of Intec Telecom Systems PLC. In 1968, Ms. Ward founded, and later served as Chairman, President and Chief Executive Officer of Computer Generation Incorporated, which was acquired by Intec Telecom in December 2000. Ms. Ward is also a director of Bank of America, Equifax Inc., Flowers Foods, Inc., Matria Healthcare, Inc., PRG-Schultz International, Inc., Sanmina-SCI Corporation and Anthem, Inc. She is a member of the Audit Committee and the Compensation and Stock Option Committee.

Certified Public Accountant (licensed, but not practicing); Senior Vice President of Southern Company from 1998 to 2001; Director of WellPoint Health Networks, Inc. from 2001 to December 2004; Director of WellPoint, Inc. since December 2004; Director of HomeBanc Corporation since 2004; Trustee of STI Classic Funds since 2004; Director of TEP since 2001; Director of Millennium from 2001 to 2003. Board member since 2001. Age 67.

Director Since 2001 Chairman of the Board of Directors of WellPoint, Inc. since November 30, 2005. Mr. Glasscock served as President and Chief Executive Officer of WellPoint, Inc. from November 2004 (following the merger between Anthem, Inc. and WellPoint Health Networks) until his retirement from day-to-day operations on June 1, 2007. Mr. Glasscock served as Chairman, President and Chief Executive Officer of Anthem, Inc. from May 2003 to November 2004 and as President and Chief Executive Officer of Anthem Insurance Companies, Inc. ("Anthem Insurance") from October 1999 until June 1, 2007. Mr. Glasscock joined Anthem Insurance in April 1998 as Senior Executive Vice President and Chief Operating Officer. He was named President and Chief Operating Officer in April 1999 and President and Chief Executive Officer in October 1999. Mr. Glasscock was named President and Chief Executive Officer of Anthem, Inc. in July 2001. Prior to joining Anthem Insurance, Mr. Glasscock served as President and Chief Executive Officer of Group Hospitalization & Medical Services, Inc., which did business as Blue Cross and Blue Shield of the National Capital Area, from September 1993 to January 1998. He oversaw its affiliation with Blue Cross and Blue Shield of Maryland and served as Chief Operating Officer of the holding company (CareFirst, Inc.) from January through April 1998. From 1991 to 1993, he served as President, Chief Operating Officer and Director of First American Bank, N.A. Prior to that, Mr. Glasscock served as President and Chief Executive Officer of Essex Holdings, Inc. and had a 20-year career with Ameritrust Corporation, his last role as Group Executive Vice President responsible for corporate banking activities. Mr. Glasscock earned a bachelor's degree in business administration from Cleveland State University. He also completed the Commercial Bank Management Program at Columbia University. Mr. Glasscock is a director of WellPoint, Inc. and Sprint Nextel Corporation.

Angela Braly is president and chief executive officer of WellPoint Inc. and a member of the company’s Board of Directors. Ms. Braly assumed her responsibilities in June 2007, after serving as executive vice president, general counsel and chief public affairs officer for WellPoint. In her previous role, she was responsible for public-policy development, government relations, legal affairs, corporate communications, marketing and social-responsibility initiatives. She managed the nation's largest Medicare claims-processing business and the federal employee health-benefits business. Ms. Braly, who began her career as a lawyer in private practice, was also a key strategist during WellPoint's acquisition of New-York based WellChoice in 2005. Previously, Ms. Braly was president and CEO of Anthem Blue Cross and Blue Shield in Missouri, managing all aspects of the business and setting strategies to exceed customer needs. In 2008 Ms. Braly was ranked #4 on Forbes magazine’s "World’s Most Powerful Women" list, and was ranked #5 by Fortune magazine on its list of the "50 Most Powerful Women." She is the only woman to lead a Fortune 50 company. Ms. Braly received her juris doctor from Southern Methodist University School of Law and her undergraduate degree from Texas Tech University.

Brian A. Sassi is president and CEO of the Consumer Business Unit for WellPoint, Inc. Appointed to this role in January 2008, Mr. Sassi is responsible for the company’s Senior, State Sponsored, and Individual-Under-65 businesses. Prior to his role as president and CEO of Consumer Business, Mr. Sassi was president of Blue Cross of California (Blue Cross) and chief executive officer of its BC Life & Health affiliate. In this role, Mr. Sassi was responsible for the development of BCC’s long-term strategic direction and for health plan management that included product and service innovation, underwriting and sales, as well as client and broker relations for both small and large group health coverage. Mr. Sassi has held a series of positions with increasing responsibility since joining Blue Cross in 1989. Prior roles include vice president of operations and strategic initiatives, and general manager of small group accounts for the west region of BCC’s parent company, WellPoint, Inc. Before that, Mr. Sassi’s Blue Cross service included general manager of key large group accounts, as well as holding a variety of operations and management positions. Mr. Sassi’s accomplishments with Blue Cross include significantly growing the 51-250 large group business segment and the small group business segment; the development and implementation of the BeneFits product portfolio; reaching out to uninsured small businesses; and the development and implementation of mybcclink - an Internet-based membership system for group administrators. Prior to joining Blue Cross of California, Mr. Sassi held management positions with Provident Life and Accident Insurance Company and Transamerica Occidental Life Insurance Co. In addition, Mr. Sassi spent three and a half years with Blue Cross of Washington/Alaska as vice president of operations, where he oversaw the implementation of a state-of-the-art call center and modernized the associate training programs. Mr. Sassi earned a bachelor’s degree in business administration from California State University, Los Angeles. He is a fellow of the Life Management Institute (FLMI), and a member of the California Business Roundtable. His community service includes service on the Board of Directors for the California Chamber of Commerce and the California Association of Health Plans (CAHP).

Dijuana Lewis is president and CEO of WellPoint’s Comprehensive Health Solutions Business Unit, which includes provider relations, care and disease management, and WellPoint’s pharmacy benefits management company, NextRx, and its specialty pharmacy, PrecisionRx Specialty Solutions. In her previous role, Ms. Lewis was president of Local Group business, and was responsible for $31 billion in annual revenue and more than 15 million members; approximately 47 percent of WellPoint’s total membership. Previously, Ms. Lewis served as senior vice president for the company’s Northeast Market states of Connecticut, Maine and New Hampshire, and was responsible for membership growth, marketing and product development, provider contracting and relations, sales and underwriting. In that leadership role, Ms. Lewis oversaw more than $6 billion in premiums and equivalent for more than 2.6 million customers served by approximately 3,000 associates. Throughout her WellPoint tenure, Ms. Lewis has had wide-ranging responsibility for management of utilization/medical management staff to assure proper benefit administration for the membership; case management and disease management to improve the health of the member population; and cost of care trends for Northeast Market states. Additionally, she was responsible for the oversight and direction of all quality improvement initiatives; physician, hospital and ancillary contracting; and servicing to meet network development access needs. Prior to joining WellPoint, Ms. Lewis worked with one of the nation’s largest national health maintenance organizations for nine years. She has been in the health care field for more than 20 years, working in all areas of a health plan, including provider contracting and servicing, sales and marketing, customer service, claims, utilization management, and quality assurance. Ms. Lewis received a Bachelor of Science degree from Indiana University and her Master of Business Administration degree from Wesleyan University in Indiana.

Brad Fluegel is WellPoint, Inc.’s chief strategy and public affairs officer, overseeing corporate strategy, marketing, public affairs, innovation, public relations, and eBusiness. Mr. Fluegel, an executive vice president at the company, started at WellPoint on October 16, 2007. Prior to joining the company, Mr. Fluegel was senior vice president, national accounts, for Aetna. In that role, Mr. Fluegel was accountable for the profit and loss of Aetna’s national accounts business and was responsible for developing and executing strategies that expanded the company’s position in the market. Previously, he was vice president of enterprise strategy for Aetna, working closely with the company’s executive committee and board of directors to advance the company’s strategies. Before joining Aetna, Mr. Fluegel was chief executive officer and principal at Reden & Anders, a national actuarial, management and clinical consulting firm that specializes in financial and business decision support specifically targeted at the health care industry. He also was principal, health care sector leader, for Tillinghast-Towers Perrin, a management consulting firm. Mr. Fluegel also was director of product development and implementation at Harvard Community Health Plan in Boston and a senior auditor in the health care division at Arthur Andersen, LLP. Mr. Fluegel is a lecturer at the Wharton School of Business in the Health Care Management Department. He earned his degree in business administration from the University of Washington in Seattle and a master’s degree in public policy from Harvard’s Kennedy School of Government.

Lori Beer is executive vice president and chief information officer for Indianapolis-based WellPoint, Inc. Ms. Beer is responsible for the evolution of WellPoint’s technology strategy and the delivery of enterprise business solutions, focusing on meeting the needs of consumers, providers and members. Ms. Beer has more than 20 years of information technology experience, including more than 10 years with WellPoint. She has held several posts during her tenure with the company including senior vice president of Enterprise Solutions and chief technology officer, vice president of Enterprise Solutions, and regional executive director of West Information Systems. During her tenure with the company, she has helped to shape WellPoint’s data strategy and technology architecture and led the system migration strategies. Prior to joining the company, Ms. Beer was senior technical consultant and systems analyst at Convergys Corporation and a software engineer for Westinghouse Savannah River Site. Ms. Beer serves on the Board of Directors for the Warren County (Ohio) United Way. She earned her bachelor of science degree from the University of Dayton.

Randall J. Lewis is executive vice president, Internal Audit and Chief Compliance Officer for WellPoint, Inc. Areas reporting to Mr. Lewis include Internal Audit and Ethics and Compliance. For matters relating to Audit, he is directly accountable to the Audit Committee of the Board of Directors. Mr. Lewis joined Anthem in July 2003. Before joining the company, he served six years at Wells Fargo and Co. as managing director of Corporate Development and as executive vice president and chief auditor. Prior to Wells Fargo, Mr. Lewis worked 12 years for GE in a variety of finance and operations roles primarily in the company's financial services subsidiary, GE Capital. Mr. Lewis currently serves on the boards of directors of Purdue Research Foundation, the Indiana Repertory Theatre, the Greater Indianapolis Chamber of Commerce, the Charles A. Tindley Accelerated School, and the Indiana Black Expo. He is also an audit committee member of the Blue Cross Blue and Shield Association and a member of the Purdue Krannert Management School Dean's Advisory Counsel. Mr. Lewis earned a bachelor of science degree in accounting and a master of business administration degree in finance from Purdue University. He is also a recipient of the certified public accountant certification, a graduate of General Electric's Financial Management Program, Northwestern University's Kellogg School of Management Executive Development Program and the Institute of Management Development's (IMD) Business Management course.

Dr. Samuel Nussbaum is executive vice president, clinical health policy and chief medical officer for WellPoint, Inc. He oversees corporate medical policy, clinical pharmacy programs, health improvement and quality resources, programs in clinical excellence, and health information technology to optimize care for members. His principal responsibilities include: serving as chief spokesperson and policy advocate on medical issues, guiding the corporate vision regarding quality of care and its measurements, leading efforts to assess cost of care performance and developing a strategy to foster further collaboration with physicians and hospitals to strengthen and improve patient care. Dr. Nussbaum also has responsibility for HealthCore, WellPoint’s clinical outcomes research subsidiary. Dr. Nussbaum has served as president of the Disease Management Association of America, Chairman of the National Committee for Quality Health Care, as Chair of America's Health Insurance Plan's (AHIP) Chief Medical Officer Leadership Council and as a member of the AHIP Board, and currently serves on the National Quality Forum (NQF) Board. He received the 2004 Physician Executive Award of Excellence from the American College of Physician Executives and Modern Physician magazine. Dr. Nussbaum is professor of clinical medicine at Washington University School of Medicine and serves as adjunct professor at the Olin School of Business, Washington University. Dr. Nussbaum served as executive vice president, Medical Affairs and System Integration, of the BJC Health System and President of its medical group. Dr. Nussbaum earned his medical degree from Mount Sinai School of Medicine. He trained in internal medicine at Stanford and Massachusetts General Hospital and in endocrinology and metabolism at Harvard and Massachusetts General Hospital, where he directed the Endocrine Clinical Group. His clinical and basic research has led to new therapies to treat skeletal disorders and new technologies to measure hormones in blood.

Wayne DeVeydt serves as executive vice president and chief financial officer for WellPoint, Inc. Areas reporting to Mr. DeVeydt include budgeting and forecasting, financial reporting, accounting operations, mergers and acquisitions, financial and cash management functions such as Tax, Treasury, Investments and Accounts Payable, Investor Relations, Procurement, Real Estate, Risk Management, Facilities and the Special Investigations Unit. Mr. DeVeydt previously served as WellPoint’s senior vice president and chief accounting officer since March 2005, responsible for overseeing WellPoint’s accounting and reporting functions, including all SEC filings, tax compliance, financial systems and certain shared services functions, including financial and accounting operations. Mr. DeVeydt assumed responsibility for investor relations and became chief of staff to the Office of the CEO in 2006. Prior to joining WellPoint, Mr. DeVeydt served with PricewaterhouseCoopers LLP in many roles since 1996, including the lead engagement partner for a number of large, national managed care and insurance companies. Mr. DeVeydt served as the Financial Services Site Leader for both the St. Louis and Southern Illinois markets. He also served on the firm's national 404 Advisory Committee, which was responsible for developing standardized practices for evaluating control deficiencies as defined by the Sarbanes-Oxley Act. Mr. DeVeydt currently resides in Indianapolis with his wife, Judi, and three daughters. He is an active leader in his community and currently serves as a Board member of The Children’s Museum of Indianapolis, the world’s largest children’s museum which serves over 1 million visitors annually. Mr. DeVeydt has also served several other organizations.

John Cannon is WellPoint’s executive vice president, general counsel and corporate secretary, overseeing legal strategy, legal compliance, litigation, regulatory and board matters. He also supports the Board in developing and maintaining best practices in governance policies and procedures. Mr. Cannon joined WellPoint on December 10, 2007. Prior to joining WellPoint, Mr. Cannon spent 19 years with CIGNA Corporation in a variety of increasingly responsible roles, including senior vice president and deputy general counsel. He was also responsible for Public Affairs at CIGNA, which included Government Affairs, Communications and Corporate Branding Strategy. Mr. Cannon also served as President of the CIGNA Foundation as well as chief counsel for CIGNA Healthcare and CIGNA International. Earlier in his career, Mr. Cannon was an attorney with Rawle & Henderson in Philadelphia, where he specialized in litigation and securities law. Mr. Cannon is a graduate of Denison University in Ohio and The Dickinson School of Law at Pennsylvania State University.

Randy Brown is executive vice president and Chief Human Resources Officer for Indianapolis-based WellPoint, Inc. Mr. Brown’s key areas of focus include succession planning and talent management, compensation and benefits, workforce development, diversity management and associate engagement. Before joining WellPoint in June of 2001, Mr. Brown served in a variety of human resources leadership roles for RCA (1982-87), GE (1987-91) and Thomson Multimedia (1991-2001). At Thomson, Mr. Brown was vice president of Human Resources for 25,000 associates in the United States, Canada, Mexico and Brazil. Mr. Brown was hired by Anthem, Inc., in 2001 as Chief HR Officer. He transitioned the company's HR environment from that of a mutual insurance company to a publicly traded company, introducing stock-based compensation programs for the first time. He has been the HR integration leader during mergers with Trigon, Lumenos, WellChoice, and WellPoint Health Networks – the merger that created WellPoint, Inc. As a member of WellPoint's Executive Leadership Team, Mr. Brown reports to the Chief Executive Officer and provides staff support to both the Compensation Committee and the Executive Committee of the company’s Board of Directors. Mr. Brown received a Bachelor of Arts degree, Summa Cum Laude, in economics from Lycoming College in Williamsport, Pa. He is a member of the Society for Human Resource Management and World at Work organizations.

Michael E. Kleinman is WellPoint’s Vice President of Investor Relations. His duties include external messaging development and relationship maintenance with a variety of public stakeholders including Wall Street analysts, large institutional shareholders, and potential institutional investors. Michael has 30 years experience in the industry, and prior to joining WellPoint, worked for the Indianapolis-based Golden Rule Insurance Company as the Director of Network Costing and Large Group Underwriting and later Director of Health Finance. Before relocating to Indiana, Michael lived in Louisville, Kentucky where he was CFO for Caretenders Health Corp., a publicly traded home health care and adult day care company. He also served as Executive Director of the MetLife Healthcare Network of Kentucky HMO. Michael is licensed as a CPA in Kentucky and graduated from the University of Louisville with a Bachelor of Science in Commerce Degree with an Accounting Major.

Leslie Porras is currently Corporate Communications Director for WellPoint Inc where she works in media relations and as spokesperson for Blue Cross of California. Prior to her employment with WellPoint, Leslie was Director of Public Relations for Cedars Sinai Hospital in Los Angeles. Leslie resides in California and joined the Safe Haven Board in 2006.