AMONGAgreement and Plan of Merger • October 23rd, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
SETTLEMENT AGREEMENT NOTIFICATION AND CONFIRMATION OF FULFILLMENT OF CERTAIN OBLIGATIONS AND CONDITIONSSettlement Agreement • March 28th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans
3,500,000 Shares Common Stock ($.01 Par Value)Underwriting Agreement • April 16th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • New York
DEFINITIONSEmployment Agreement • April 5th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Missouri
RECITALSRegistration Rights Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
SECTION 1 TERM OF AGREEMENTExecutive Severance Agreement • March 28th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Missouri
Exhibit 4.4 Adoption Agreement This ADOPTION AGREEMENT ("Adoption Agreement"), effective as provided herein, is made between RightCHOICE Managed Care, Inc., incorporated in the State of Delaware, ("Employer") and the Blue Cross and Blue Shield...Adoption Agreement • January 16th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Illinois
WITNESSETH:Tax Allocation Agreement • March 28th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Missouri
WITNESSETH:Allocation Agreement • March 28th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Missouri
EXHIBIT 10.1 AMENDED AND RESTATED LEASE betweenLease • May 15th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans
SECTION 1 TERM OF AGREEMENTOfficer Severance Agreement • March 28th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Missouri
BLUE SHIELD CONTROLLED AFFILIATE LICENSE AGREEMENT (Includes revisions adopted by Member Plans through their September 22, 2000 meeting)Controlled Affiliate License Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Illinois
A. The legal authority, directly or indirectly through wholly-owned subsidiaries: (a) to select members of the Controlled Affiliate's governing body having more than 50% voting control thereof; (b) to exercise control over the policy and operations of...Blue Cross License Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Illinois
A. The legal authority, directly or indirectly through wholly-owned subsidiaries: (a) to select members of the Controlled Affiliate's governing body having more than 50% voting control thereof; (b) to exercise control over the policy and operations of...Blue Shield License Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Illinois
RECITALSShare Escrow Agent Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
RECITALSBuilding Services Agreement • May 15th, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans
RECITALSVoting and Lockup Agreement • October 23rd, 2001 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
Exhibit 99.2 December 14, 2000 Mr. John A. O'Rourke President & CEO Blue Cross Blue Shield of Missouri 1831 Chestnut Street St. Louis, MO 63103 Mr. John A. O'Rourke Chairman, President & CEO RightCHOICE Managed Care, Inc. 1831 Chestnut Street St....Rightchoice Managed Care Inc /De • December 15th, 2000 • Hospital & medical service plans
On November 30, 2000, PricewaterhouseCoopers, LLP ("PwC") issued to you a tax opinion regarding certain federal income tax issues relating to the Transfer and Assumption Transaction(1) not addressed in the private letter ruling then expected to be issued by the Internal Revenue Service (the "IRS") to Blue Cross and Blue Shield of Missouri ("BCBSMo"), regarding the federal income tax consequences of certain elements of a series of transactions prescribed by the Settlement Agreement and Plan (the "PLR"). PwC's opinion was based on the assumption that the IRS would rule as requested without any material modifications.
Exhibit 8.1 November 30, 2000 Mr. John A. O'Rourke President & CEO Blue Cross Blue Shield of Missouri 1831 Chestnut Street St. Louis, MO 63103 Mr. John A. O'Rourke Chairman, President & CEO RightCHOICE Managed Care, Inc. 1831 Chestnut Street St....Rightchoice Managed Care Inc /De • December 15th, 2000 • Hospital & medical service plans
Exhibit 8 [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP] June 14, 2000 Mr. John A. O'Rourke President & CEO Blue Cross Blue Shield of Missouri 1831 Chestnut Street St. Louis, MO 63103 Mr. John A. O'Rourke Chairman, President & CEO RightCHOICE Managed...Rightchoice Managed Care Inc /De • July 12th, 2000 • Hospital & medical service plans
Exhibit 99.1 November 30, 2000 Mr. John A. O'Rourke President & CEO Blue Cross Blue Shield of Missouri 1831 Chestnut Street St. Louis, MO 63103 Mr. John A. O'Rourke Chairman, President & CEO RightCHOICE Managed Care, Inc. 1831 Chestnut Street St....Rightchoice Managed Care Inc /De • December 15th, 2000 • Hospital & medical service plans
RECITALSFee Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Delaware
October 17, 2001Rightchoice Managed Care Inc /De • October 23rd, 2001 • Hospital & medical service plans
In consideration of the execution by The Missouri Foundation for Health (the "Foundation") of the Voting and Lockup Agreement by and between WellPoint Health Networks Inc. ("WellPoint") and the Foundation dated as of October 17, 2001, this letter shall constitute an agreement between the Foundation and RightCHOICE Managed Care, Inc. (the "Company") that the Company shall consult with the Foundation prior to exercising its right under the Agreement and Plan of Merger, dated October 17, 2001, among WellPoint, RWP Acquisition Corp. and the Company (the "Merger Agreement") to terminate the Merger Agreement as provided in Sections 7.1(b), (g) or (h) of the Merger Agreement or to waive any of the closing conditions set forth in Section 6.3 of the Merger Agreement. All information received from the Company in connection with any such consultation shall be considered "Confidential Information" (as defined in the Confidentiality Agreement dated as of February 20, 2001 between the Company and th
Exhibit 10.10Indemnification Agreement • December 15th, 2000 • Rightchoice Managed Care Inc /De • Hospital & medical service plans • Missouri
