ATTORNEY GENERAL OF MISSOURI (LETTERHEAD) JEFFERSON CITY 65102 JEREMIAH W. (JAY) NIXON P.O. Box 599 ATTORNEY GENERAL (573)751-3321Settlement Agreement • January 11th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
EXHIBIT 4.6 NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE RightCHOICE MANAGED CARE, INC. 1994 EQUITY INCENTIVE PLAN This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of the _____ day of _________________, 199__, by and...Non-Qualified Stock Option Agreement • August 8th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
Exhibit 4.5 INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE RightCHOICE MANAGED CARE, INC. 1994 EQUITY INCENTIVE PLAN This INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made as of the _____ day of ______________, 199__, by and between...Incentive Stock Option Agreement • August 8th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
RECITALCredit Agreement • November 15th, 1999 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
SUBORDINATION AGREEMENT HMO MISSOURI, INC. AND BLUE CROSS AND BLUE SHIELD OF MISSOURI This Subordination Agreement made and executed this 30th day of July, 1987, by and between HMO Missouri, Inc. ("HMO"), a Missouri Corporation, and Blue Cross and...Subordination Agreement • March 24th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
RECITALCredit Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
SECTION 1 --------- TERM OF AGREEMENT -----------------Executive Severance Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
Exhibit 10.6Rightchoice Managed Care Inc • August 16th, 1999 • Hospital & medical service plans
Exhibit 4.5 RightCHOICE MANAGED CARE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE RightCHOICE MANAGED CARE, INC. NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of the ____...Qualified Stock Option Agreement • August 8th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
WITNESSETH:Tax Allocation Agreement • November 15th, 1999 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
LEWIS, RICE & FINGERSH, L.C. (LETTERHEAD) ATTORNEYS AT LAW 500 N. BROADWAY ST. LOUIS, MISSOURI 63102 January 5, 2000Rightchoice Managed Care Inc • January 11th, 2000 • Hospital & medical service plans
Re: Settlement Agreement Dated September 20, 1998 Related to Healthy Alliance Life Insurance Company ("HALIC") v. Director of Revenue and the Director of Insurance, No. 80597 in the Supreme Court of Missouri
AGREEMENT AND PLAN OF REORGANIZATIONSettlement Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
a) Articles and Sections referred to by number shall mean the corresponding Articles and Sections of this Agreement. (b) The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms, as used in this Agreement refer to this...Intercompany Services Agreement • November 14th, 1996 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
SECTION 1 TERM OF AGREEMENT ----------------- The Agreement shall be effective as of the day first written above and shall continue in effect until terminated in accordance with the provisions of Section 5 hereof. SECTION 2 DEFINITIONS -----------Officer Severance Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
Exhibit 99(c) SETTLEMENT AGREEMENT 1. Parties. The parties to this Agreement are Jeremiah W. (Jay) Nixon, Attorney General, on behalf of the State of Missouri (hereinafter "the Attorney General") and Blue Cross Blue Shield of Missouri, a Missouri...Settlement Agreement • September 23rd, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
BLUE CROSS CONTROLLED AFFILIATE LICENSE AGREEMENT (Includes revisions, if any, adopted by Member Plans through their November 19, 1999 meeting)Controlled Affiliate License Agreement • August 14th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AgreementBlue Cross License Agreement • August 14th, 2000 • Rightchoice Managed Care Inc • 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 • August 14th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
PreambleLicense Agreement • November 25th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.10.1 TEMPORARY BLUE CROSS AFFILIATE LICENSE AGREEMENT This agreement is by and between Blue Cross and Blue Shield Association ("BCBSA") and RightChoice Managed Care, Inc. (the "Affiliate"), an affiliate of the Blue Cross Plan known as Blue...Affiliate License Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans
Preamble --------License Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
EXHIBIT 99(a) AMENDED AND RESTATED SETTLEMENT AGREEMENT 1. Parties. The parties (collectively, the "Parties" and individually, a "Party") to this Amended and Restated Settlement Agreement (this "Agreement") are: (a) Jeremiah W. "Jay" Nixon, Attorney...Settlement Agreement • January 11th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
GUARANTOR AGREEMENT HMO MISSOURI, INC. and BLUE CROSS AND BLUE SHIELD OF MISSOURIGuarantor Agreement • March 24th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.7 NONQUALIFIED DEFERRED COMPENSATION PROGRAM INCLUDING Section 401(k) TRANSFER ADOPTION AGREEMENT The Company named below hereby establishes a Nonqualified Deferred Compensation Program for eligible Employees as provided in this Adoption...Rightchoice Managed Care Inc • August 16th, 1999 • Hospital & medical service plans
BLUE CROSS CONTROLLED AFFILIATE LICENSE AGREEMENTBlue Cross Controlled Affiliate License Agreement • November 25th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
Exhibit 10.8.2 BLUE CROSS CONTROLLED AFFILIATE LICENSE AGREEMENT This Agreement by and among Blue Cross and Blue Shield Association ("BCBSA") and HMO Missouri, Inc. ("Controlled Affiliate"), a Controlled Affiliate of the Blue Cross Plan(s), known as...Controlled Affiliate • March 24th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
EXHIBIT 10.6.9 ADDENDUM TO BLUE CROSS LICENSE AGREEMENT ---------------------------------------- This Blue Cross License Agreement is made by and between Blue Cross and Blue Shield Association ("BCBSA") and the Blue Cross Plan known as Blue Cross and...License Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
BLUE SHIELD CONTROLLED AFFILIATE LICENSE AGREEMENT APPLICABLE TO LIFE INSURANCE COMPANIES (Includes revisions, if any, adopted by Member Plans through their November 19, 1999 meeting)License Agreement • August 14th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made andEmployment Agreement • March 24th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.51 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") entered into on this 27 day of February, 1997, by and between RIGHTCHOICE MANAGED CARE, INC., a Missouri Corporation (hereinafter "RightCHOICE") and JOHN A. O'ROURKE...Employment Agreement • November 14th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
Exhibit 10.6.2 AMENDMENT TO TEMPORARY BLUE CROSS LICENSE AGREEMENT Blue Cross and Blue Shield Association ("BCBSA") and the Blue Cross Plan, known as Blue Cross and Blue Shield of Missouri (the "Plan'), hereby agree to amend the Temporary Blue Cross...License Agreement • November 14th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.6.1 TEMPORARY BLUE CROSS LICENSE AGREEMENT This agreement is by and between Blue Cross and Blue Shield Association ("BCBSA") and the Blue Cross Plan, known as Blue Cross and Blue Shield of Missouri (the "Plan"). Preamble WHEREAS, BCBSA is...Temporary Blue Cross License Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.36.4 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of November 13, 1996, is entered into by and among RIGHTCHOICE MANAGED CARE, INC. (the "Company"), the several financial...Credit Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
Exhibit 10.7.1 TEMPORARY BLUE SHIELD LICENSE AGREEMENT This agreement is by and between Blue Cross and Blue Shield Association ("BCBSA") and the Blue Shield Plan, known as Blue Cross and Blue Shield of Missouri (the "Plan"). Preamble WHEREAS, BCBSA is...Temporary Blue Shield License Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans
