ARTICLE I DEFINITIONSRegistration Rights Agreement • February 8th, 2002 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • New York
1 Exhibit 10.65 FIRST-AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of June 28, 1996 and amends the Credit Agreement dated as of May 15, 1996 (the "Credit Agreement"), among WELLPOINT HEALTH...Credit Agreement • November 13th, 1996 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • California
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (hereinafter called the "Reorganization Agreement") is made as of July 22, 1997, by and between WELLPOINT HEALTH NETWORKS INC., a California corporation...Agreement and Plan of Reorganization • August 5th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans
ANNEX F SERVICE AGREEMENT BetweenService Agreement • October 25th, 1996 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • Delaware
FORM OF U.S. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 1998 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • New York
INDENTUREIndenture • August 16th, 1999 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • New York
1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 25th, 1996 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • Delaware
1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as of April 21, 1997 is entered into by and among WELLPOINT HEALTH NETWORKS INC., a California corporation (the "Company"), each of the...Credit Agreement • May 15th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • California
EXHIBIT 1.2 ____________________________________________________________________________ ____________________________________________________________________________ WELLPOINT HEALTH NETWORKS INC. (a Delaware corporation) 1,800,000 Shares of Common...Wellpoint Health Networks Inc /De/ • June 28th, 1999 • Hospital & medical service plans • New York
EXHIBIT 1.1 ____________________________________________________________________________ ____________________________________________________________________________ WELLPOINT HEALTH NETWORKS INC. (a Delaware corporation) 7,200,000 Shares of Common...Wellpoint Health Networks Inc /De/ • June 28th, 1999 • Hospital & medical service plans • New York
OFFICE LEASEOffice Lease • March 30th, 1998 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • California
WELLPOINT HEALTH NETWORKS INC. (a California corporation) 10,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: April __, 1997 WELLPOINT HEALTH NETWORKS INC. (a California corporation) 10,000,000 Shares of Common Stock (Par Value $.01 Per Share)...Purchase Agreement • March 20th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • New York
------------------------------------------------------------------------------- CONFIDENTIAL L&W DRAFT 10/29/96 WELLPOINT HEALTH NETWORKS INC. (a California corporation) 10,400,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: ____________,...Purchase Agreement • October 30th, 1996 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • New York
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT The Employment Agreement entered into by and between WellPoint Health Networks Inc. (the "Company") and Leonard D. Schaeffer ("Executive") effective as of January 22, 1997, as amended by that certain Amendment...Employment Agreement • March 29th, 1999 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans
ANDIndenture • August 5th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • New York
By and AmongAgreement and Plan of Merger • December 7th, 2001 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • Maryland
1 EXHIBIT 99.7 CALIFORNIA BLUE CROSS LICENSE ADDENDUM This License Agreement Addendum ("this Addendum") has been executed as of August 4, 1997 (the "date hereof") by the Blue Cross and Blue Shield Association ("BCBSA"), WellPoint Health Networks Inc....License Agreement • August 5th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans
FORM OF INTERNATIONAL UNDERWRITING AGREEMENTWellpoint Health Networks Inc /De/ • March 31st, 1998 • Hospital & medical service plans • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 16th, 1999 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans
MODIFICATION AGREEMENT This MODIFICATION AGREEMENT ("Modification Agreement") is entered into as of this ___ day of November, 1996 by and among WELLPOINT HEALTH NETWORKS INC., a California corporation ("WellPoint") (formerly Blue Cross of California,...Modification Agreement • March 20th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • California
RECITALSStock Purchase Agreement • September 6th, 2000 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING TRUST AGREEMENTVoting Trust Agreement • June 15th, 1998 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans
CONFIDENTIAL L&W DRAFT 11/12/96 WELLPOINT HEALTH NETWORKS INC. (a California corporation) 10,400,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: ____________, 1996 WELLPOINT HEALTH NETWORKS INC. (a California corporation) 10,400,000 Shares...Purchase Agreement • November 19th, 1996 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans
1 EXHIBIT 99.3 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT ("Agreement") is made and entered into this 4th day of August 1997, by and among WellPoint Health Networks Inc., a California corporation (formerly Blue...Voting Agreement • August 5th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • Delaware
AGREEMENT OF MERGERAgreement of Merger • August 5th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans
WELLPOINT HEALTH NETWORKS INC., as Issuer,Indenture • June 28th, 1999 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • New York
1 EXHIBIT 99.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 4, 1997, by and among CALIFORNIA HEALTHCARE FOUNDATION, a California nonprofit public...Registration Rights Agreement • August 5th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • Delaware
1 4 ADMINISTRATION AGREEMENTAdministration Agreement • October 25th, 1996 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans
AMONGAgreement and Plan of Merger • March 27th, 2001 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • Georgia
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 1998 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • California
BLUE CROSS CONTROLLED AFFILIATE LICENSE AGREEMENT APPLICABLE TO LIFE INSURANCE COMPANIESLicense Agreement • March 20th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • Illinois
EXHIBIT 2.06 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of February 1, 1999, is entered into by and between WELLPOINT HEALTH NETWORKS INC., a Delaware corporation...Stock Purchase Agreement • March 29th, 1999 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans
ANDWellpoint Health Networks Inc /Ca/ • August 5th, 1997 • Hospital & medical service plans • Delaware
RECITALS:Employment Agreement • March 20th, 1997 • Wellpoint Health Networks Inc /Ca/ • Hospital & medical service plans • California
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 1999 • Wellpoint Health Networks Inc /De/ • Hospital & medical service plans • California
