PacifiCare & UnitedHealthcare to merge.

This highly complementary merger will join UnitedHealthcare's
national health services capabilities with PacifiCare's deep
relationships in the West. Combining PacifiCare's strong local
networks, brand reputation and product portfolio with
UnitedHealthcare's national presence, technology and
administrative capabilities will offer distinctive new opportunities
in the market place. Consumers will experience broader choice,
better access, and higher quality service than ever before. And,
you and your customers will be offered a broader range of
innovative and affordable products and services on an
accelerated timeline.

Over the next several months, we will be taking the steps
necessary to complete this transaction. We value our relationship
with you, and as such will work closely with you to deliver the
same high quality service you expect. We will continue to provide
updates and will give you ample notice of any future changes.

We are committed to realizing the benefits that the integration of
UnitedHealthcare and PacifiCare will bring. We look forward to a
future built around growth through superior products that meet
your high expectations.

HIP & GHI Agree to Merge to Create Largest Health
Insurer in New York State

New York, New York, September 29, 2005 – The boards of
directors of Group Health, Incorporated (“GHI”) and HIP Health
Plan of New York (“HIP”) have agreed to unite the two companies
under the leadership of a governing Foundation, which will
include an equal number of directors from both companies.  The
companies will continue in separate operations while an
integration plan is developed.  

With a combined membership of more than four million members
in the metropolitan area and combined revenues of over $7
billion, the merger will create the largest health insurer based in
New York State.  GHI and HIP have indicated that a key part of
the combined company’s focus will be to continue the two
companies’ historic missions of improved access to high-quality
health care, developing innovative products, addressing the
uninsured and supporting community service and health care
charitable organizations.

GHI and HIP, established in 1937 and 1947 respectively, are two
of the longest operating health care companies in New York. The
joining of these companies will provide members with access to a
powerful set of health care solutions and a wide range of
provider networks in New York City and State, New Jersey,
Connecticut and Massachusetts.  This new organization, with its
roots in the community, will compete with the large, well-financed
national plans. The transaction is subject to regulatory approval
and execution of definitive agreements.

Anthony L. Watson, Chairman and CEO of HIP, said:  “The
joining of GHI and HIP represents a milestone in the history of
health care in New York. We are signature New York companies
with more than half a century of experience. Our operations are
highly complementary and our combined advantages will provide
current and new members with an innovative level of access to
the best health care possible.”

Frank J. Branchini, President and CEO of GHI, said:  “GHI and
HIP have been pioneers in the provision of health care coverage
to New Yorkers. The combination of GHI and HIP will provide the
tri-state area with a strong local company providing a full range
of products tailored to the diverse needs of the community. The
new organization, built on the stable foundation of each
organization, will continue in the proud tradition of GHI and HIP,
with a commitment to improving quality, access and affordability
of health care coverage.“

About GHI
GHI is a statewide not-for-profit health insurer serving New
Yorkers since 1937. GHI and its wholly-owned subsidiary, GHI
HMO, provide health insurance and administrative services to
more than 2.6 million people. GHI offers customers a variety of
PPO, EPO, HMO, and prescription drug plans. Throughout its
history GHI has pioneered many of the programs that are now
standard in the health insurance field.  For additional information
about GHI, please visit

About HIP
HIP Health Plan of New York, which was established in 1947,
provides its members access to quality, affordable health care
from convenient, leading hospitals, medical groups and doctors
in private practice. With its subsidiaries, Vytra Health Plans and
ConnectiCare, approximately 1.4 million members receive care
from about 41,000 providers in over 61,000 locations in New
York, Connecticut and Massachusetts.  HIP also recently entered
into an acquisition agreement, which is subject to regulatory
approval, with PerfectHealth Insurance Company, a provider of
high deductible health insurance policies in the New York market.
For additional information about HIP, please visit www.hipusa.


WellPoint, Inc. (NYSE: WLP) and WellChoice, Inc. (NYSE: WC)
jointly announced today that they have signed a definitive merger
agreement whereby WellChoice would operate as a wholly owned
subsidiary of WellPoint. The transaction brings together
WellChoice, the parent company of Empire Blue Cross Blue
Shield, the largest health insurer in the State of New York, and
WellPoint, the nation’s leading health benefits company. The
combined company will now serve more than 33
million medical members as a Blue Cross or Blue Cross Blue
Shield licensee in 14 states and through its HealthLink and
UniCare subsidiaries. “This merger brings together two very
strong companies focused on providing consumers with the best
possible value in health benefits,” said Larry C. Glasscock,
president and chief executive officer of WellPoint. “Additionally,
both companies share the strength and tradition of the Blue
Cross Blue Shield brand, one of the most trusted brands in
America.” “Our companies also share a vision of improving health
care,” Glasscock said. “Together, we can make that vision a
reality by continually developing innovative products that meet
customers’ needs, by enabling consumers to make better
informed health care decisions, and by working collaboratively
with hospitals and physicians to improve quality and safety. In
doing so, we will help hold down the rising cost of health care.”
“While premiums must keep pace with rising health care costs,
we can assure our members in all of our states that this merger
will not add in any way to premium increases,” Glasscock added.
“Both WellPoint and WellChoice have strong track records of
reducing administrative costs while improving customer
satisfaction. The synergies we can achieve through this merger,
along with the ability to spread administrative costs over a larger
membership base, will contribute to our ongoing efforts to keep
premiums affordable for customers. Because both WellChoice
and WellPoint believe that all health care is local, our merger
provides that WellChoice customers will continue to be served by
the same local health plan they know today, with decisions made
by local management based in New York City.” After the close of
the transaction, Michael Stocker, M.D., president and chief
executive officer of WellChoice, will become president and chief
executive officer of a newly combined Northeast Region of
WellPoint. As such, Dr. Stocker will have responsibility for
business operations in New York, Connecticut, New Hampshire
and Maine. He will serve on WellPoint’s Executive Leadership
Team and report directly to Glasscock. The headquarters for the
Northeast Region will be located in lower Manhattan.
“This transaction serves the best interests of all our important
constituencies and we are very pleased to become part of an
enterprise that shares our vision and focus on quality health care
at an affordable price,” said Dr. Stocker. “Our customers will
experience no disruption, and there will be no changes in our
networks or benefits as a result of the merger. When combined,
our companies will be ideally positioned to promote preventative
health care, to engage consumers in maintaining their own good
health, and to make the investments necessary to lead positive
change in our country’s health care system. At the same time, we
will be able to draw upon the resources of the nation’s leading
health benefits company to serve our customers even better.”
Glasscock added, “It is more important today than ever before for
companies to be socially responsible and actively involved in
helping make their communities better places to live and work.
Both WellChoice and WellPoint have long histories of significant
charitable contributions and community involvement, and
combined, our role in the community will be even more effective.”
The merger will strengthen WellPoint’s leadership in providing
health benefits to National Accounts – large employers with multi-
state operations. New York City is the headquarters of more
Fortune 500 companies than any other U.S. city, and the merger
gives WellPoint a strategic presence in this important market.
Both companies have achieved growth among large national
employers, building on the strength of the Blue brand and its
broad national networks of physicians and hospitals. With Blue
plans in 14 states, the combined company can offer large
national employers leading local presence in more markets than
any other health benefits company. The merger will also enhance
the combined company’s ability to offer consumer-driven health
solutions, which are a growing choice of consumers and
employers alike. In June, WellPoint acquired Lumenos, a pioneer
and leader in consumer-driven health plans, and WellChoice has
incorporated Lumenos technology into its Empire Total Blue
consumer-driven product. “Our recent acquisition of Lumenos,
combined with WellChoice’s successful deployment of
Lumenos features in Empire Total Blue, will allow us to
immediately offer Lumenos’ full product line to new and existing
National Accounts headquartered in WellChoice’s service area,”
Glasscock said. Both companies believe that maintaining a
strong local presence is very important in the delivery
of health benefits, and that philosophy will continue with the
merger. In addition, opportunities for professional growth could
be created for employees of both WellPoint and WellChoice as a
result of the merger. This transaction is expected to be neutral to
2006 earnings per share and accretive thereafter. At
least $25 million in pre-tax synergies are expected to be realized
in 2006 and approximately $50 million in 2007, with annual pre-
tax synergies of at least $125 million expected to be fully realized
on an annual basis by 2010.

The transaction is structured as a merger of WellChoice, Inc. with
a wholly owned subsidiary of WellPoint and is intended to be tax
free with respect to the WellPoint stock to be received in the
transaction by WellChoice stockholders. The consideration of
$77.23 per share to be received by the stockholders of
WellChoice will be comprised of $38.25 in cash and WellPoint
stock at a
fixed exchange ratio of .5191 of a share of WellPoint stock for
each share of WellChoice stock (valued at $38.98 per share at
the market close on September 26, 2005). The transaction will be
accounted for under the purchase method of accounting. The
New York Public Asset Fund, which currently owns approximately
52 million shares of WellChoice common stock, will receive
approximately $1.989 billion in cash and approximately 27 million
shares of WellPoint common stock from the merger based on
Monday’s closing stock price. The New York Public Asset Fund
has agreed to vote its shares, representing approximately 62% of
the outstanding shares of WellChoice, Inc., in favor of the
The transaction will be subject to customary closing conditions,
including approval of WellChoice’s stockholders and various
regulatory approvals. WellPoint and WellChoice currently expect
the transaction to close in the first quarter of 2006.

Mergers, Mergers, Mergers
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