X0202 4 2004-11-30 1 0001013220 WELLPOINT HEALTH NETWORKS INC /DE/ WLP:NYSE 0001243401 KAPUSTAY REBECCA A 401 W. MICHIGAN STREET MILWAUKEE WI 53203 0 1 0 0 EVP, BCBS of WI Common Stock 2004-11-30 4 D 0 40 D 118421 I 401(k) Common Stock 2004-11-30 4 D 0 132 D 118289 I IRA Common Stock 2004-11-30 4 D 0 7136 D 111153 I by husband Common Stock 2004-11-30 4 D 0 111153 D 0 I Rebecca A. Kapustay 1999 Trust Deferred Comp Stock Units 0 2004-11-30 4 D 0 1355 0 D Common Stock 1355 10600 D Deferred Comp Stock Units 0 2004-11-30 4 D 0 10600 0 D Common Stock 10600 0 D Employee Stock Option (right to buy) 34.1875 2004-11-30 4 D 0 2924 0 D 2008-02-11 Common Stock 2924 479988 D Employee Stock Option (right to buy) 43.30 2004-11-30 4 D 0 13334 0 D 2011-06-03 Common Stock 13334 466654 D Employee Stock Option (right to buy) 63.50 2004-11-30 4 D 0 34908 0 D 2012-02-06 Common Stock 34908 431746 D Employee Stock Option (right to buy) 68.01 2004-11-30 4 D 0 27624 0 D 2011-01-31 Common Stock 27624 404122 D Employee Stock Option (right to buy) 68.33 2004-11-30 4 D 0 110000 0 D 2013-02-04 Common Stock 110000 294122 D Employee Stock Option (right to buy) 74.37 2004-11-30 4 D 0 1343 0 D 2008-02-11 Common Stock 1343 292779 D Employee Stock Option (right to buy) 74.37 2004-11-30 4 D 0 31359 0 D 2009-02-10 Common Stock 31359 261420 D Employee Stock Option (right to buy) 74.37 2004-11-30 4 D 0 8168 0 D 2010-02-10 Common Stock 8168 253252 D Employee Stock Option (right to buy) 74.37 2004-11-30 4 D 0 326 0 D 2005-01-04 Common Stock 326 252926 D Employee Stock Option (right to buy) 78.00 2004-11-30 4 D 0 11245 0 D 2010-02-11 Common Stock 11245 241681 D Employee Stock Option (right to buy) 78.00 2004-11-30 4 D 0 9553 0 D 2011-06-03 Common Stock 9553 232128 D Employee Stock Option (right to buy) 78.00 2004-11-30 4 D 0 9957 0 D 2011-01-31 Common Stock 9957 222171 D Employee Stock Option (right to buy) 78.00 2004-11-30 4 D 0 24571 0 D 2008-02-12 Common Stock 24571 197600 D Employee Stock Option (right to buy) 78.00 2004-11-30 4 D 0 5432 0 D 2012-02-06 Common Stock 5432 192168 D Employee Stock Option (right to buy) 101.75 2004-11-30 4 D 0 73000 0 D 2014-01-25 Common Stock 73000 119168 D Employee Stock Option (right to buy) 111.54 2004-11-30 4 D 0 20439 0 D 2011-01-31 Common Stock 20439 98729 D Employee Stock Option (right to buy) 111.54 2004-11-30 4 D 0 41970 0 D 2012-02-06 Common Stock 41970 56759 D Employee Stock Option (right to buy) 111.54 2004-11-30 4 D 0 7627 0 D 2011-06-03 Common Stock 7627 49132 D Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. for one share of Anthem, Inc. common stock and $23.80 cash for each share of Issuer common stock. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. for the right to receive one share of Anthem, Inc. common stock and $23.80 cash for each share of Issuer common stock subject to the deferred stock units. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, either one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan or the cash equivalent thereof upon the expiration of the deferral period. Each of the deferred stock units is currently vested. Each deferred stock unit represents the right to receive, on a deferred basis under the Issuer's Comprehensive Executive Non-qualified Retirement Plan, one share of the Issuer's common stock to be issued under the Issuer's 1999 Stock Incentive Plan upon the expiration of the deferral period. Each of the deferred stock units will vest in three successive equal annual installments, beginning January 26, 2005, subject to acceleration in the event the reporting person should terminate employment with the Issuer under certain prescribed circumstances. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, Anthem, Inc. and Anthem Holding Corp. in connection with the assumption of such option by Anthem, Inc. and its resulting conversion into an option to acquire shares of Anthem, Inc. common stock at an adjusted exercise price per share, all in accordance with the option exchange ratio set forth in such Agreement and Plan of Merger. The options are fully vested as of the Transaction Date. The options are vested as of the Transaction Date with respect to 18,240 shares and will vest as to the remaining 16,668 shares on February 7, 2005. The options are vested as of the Transaction Date with respect to 55,000 shares and will vest as to the remaining 55,000 shares in three equal installments on February 5, 2005, August 5, 2005 and February 5, 2006. The options are vested as of the Transaction Date with respect to 12,166 shares and will vest as to the remaining 60,834 shares in five equal installments on January 26, 2005, July 26, 2005, January 26, 2006, July 26, 2006 and January 26, 2007. /s/ Monica M. Chizzo - Attorney-in-fact 2004-12-02