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UNICARE is a national organization dedicated to the delivery of quality health care plans and products working together with its customers, consultants, brokers, providers and employers. Providing managed care and specialty health care services throughout the United States, UNICARE Life & Health Insurance Company is an operating affiliate of WellPoint Health Networks Inc. (NYSE:WLP www.wellpoint.com), one of the nation's largest publicly traded managed care companies serving the health care needs of 7.5 million medical and over 31 million specialty products members.
As the brand for most of the WellPoint businesses outside the state of California, UNICARE offers a comprehensive array of open access healthcare plans and specialty products that preserve member choice at competitive prices. UNICARE currently serves 2.2 million medical members.
UNICARE is committed to redefining the industry through a new generation of consumer-friendly products that put individuals back in control of their health and financial future. UNICARE will focus its activities over the next three years on making this vision a reality. UNICARE currently employs 4,550 associates with 20 offices in 12 states.

In 1995, UNICARE became the brand name for most of the WellPoint businesses operated outside of California. WellPoint acquired the group life and related health business of Massachusetts Mutual Life Insurance Company® in 1996, filling a strategic requirement in the group market of employers with 250 to 2,000 employees. The 1997 acquisition of the group health and related life business of John Hancock Mutual Life Insurance Company® services the large group market segment of employers with 2,000+ employees, a market that includes 4,500 employers and approximately 22 million individuals.

Structure & Management
UNICARE has assembled a senior management team comprising successful and creative individuals from commercial health insurance, Blue Cross Blue Shield® plans, specialty products firms, financial services organizations and other Fortune 500 companies. UNICARE is structured around WellPoint's unique Market Business Unit (MBU) concept. Each MBU is organized to serve specific customers and consists of a full-service organization with sales and service functions dedicated exclusively to meeting the needs of customers in a particular segment.
The large employer group businesses, acquired in the MassMutual and John Hancock acquisitions, have a national focus as a result of the multi-state needs of employers in those customer segments. Other business units, such as those focusing on the individual, senior, and small employer group have a regional focus as a result of the localized nature of customers in these segments. Each UNICARE business unit is responsible for marketing, enrolling, underwriting and servicing its specific customers and members.

UNICARE Products and Services
Consumers want choice of products and providers, and they want more control over their health care decisions. Employers also want the maximum amount of cost control but are more sensitive to employee needs in today's high employment economy. UNICARE creates open access products that combine the attributes consumers find attractive with our cost control techniques. Extensive health care provider networks enable UNICARE to offer a comprehensive array of products and services that reflect the company's philosophy of working together with members and providers, affordability for members and their families and choice of health care providers. Employer groups and individual members can select from basic as well as comprehensive plans to meet their specific needs. Please note, all products may not be available in all areas.

Principal Medical Products
UNICARE's strategy is to offer a diversified mix of traditional managed care products while focusing on the development of new hybrid plans which take advantage of the best characteristics of traditional managed care and traditional open access models. The company will offer a continuum of managed health care plans which provide incentives to select more tightly managed plans. UNICARE believes that it is better able to predict and control health care costs and provide greater patient choice. Members more needy of care are incented to select more intensively managed health care plans and members less needy of care are allowed to select plans with greater personal freedoms. Such plans are typically offered to provide greater control of care and access in exchange for additional cost-maintenance measures. Specialty Products
UNICARE also provides a broad array of specialty managed care products, including pharmacy, dental, life, disability, behavioral health, COBRA and flexible benefits account administration. In addition, UNICARE offers managed care services for self-funded employers, including underwriting, actuarial services, network access, medical management services and claims processing. UNICARE's unique assortment of products and services has been developed to meet the needs of a broad range of individuals, employer groups and their employees. Workers' Compensation
Through a joint marketing agreement with Fremont General Corporation, UNICARE offers its small group customers access to 24-hour integrated service that combines medical and workers' compensation coverage.




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