TD Waterhouse is now accepting Conditional Offers to purchase shares of Anthem, Inc., which is expected to price on 10/29/2001.

To read the preliminary prospectus filed with the SEC and place a Conditional Offer, follow these steps:
- Login to your account
- Click on Trading > IPO Center > IPO Offerings

In the list of Current Offerings, select the offering you want and then click on the "Continue" button.

Important Information - Reaffirming Your Conditional Offer

Once the registration statement is declared effective by the SEC, we will contact you via e-mail to notify you of the effectiveness of the registration statement and the price as determined by the managing underwriter. This normally occurs on the day prior to the first day of trading.

If you still wish to participate, you will be required to respond to us by 3:00 am ET of the following business day to reaffirm your previously submitted Conditional Offer. Please note that the e-mail notification will likely be sent after the market closes. Please ensure that you have provided an
e-mail address that you are able to access after that time. You may change your e-mail address at anytime via the "Update E-mail" function within the IPO Center.

If it is not possible to check your e-mail after market hours, you may reaffirm your Conditional Offer following effectiveness by going to the "IPO Order Status" within the IPO Center, choosing the Conditional Offer you want to reaffirm, and clicking "Reaffirm Conditional Offer".

If you fail to reaffirm your Conditional Offer within the specified period, your Conditional Offer will automatically be cancelled.

Conditional Offers are accepted once reaffirmed, at the offering price, determined by the managing underwriter after the registration statement becomes effective.

Please note that reaffirming a Conditional Offer does not guarantee an allocation of shares.

Thank you,

TD Waterhouse Investor Services, Inc.
Member NYSE, SIPC.