AMONGMerger Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Delaware
Exhibit 3 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of May 19, 1999 (this "Agreement") by the undersigned stockholder (the "Stockholder") of First Commonwealth, Inc., a Delaware corporation (the "Company"), for the benefit of The Guardian...Stockholder Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Delaware
Exhibit 18 SECOND AMENDMENT TO RIGHTS AGREEMENT Second Amendment, dated as of May 19, 1999 (the "Amendment"), to the Rights Agreement, dated as of November 1, 1995, as amended by the First Amendment to the Rights Agreement, dated December 15, 1998 (as...Rights Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 1996 • First Commonwealth Inc • Hospital & medical service plans • Missouri
s/ Christopher C. Multhauf ------------------------------ Christopher C. Multhauf Exhibit A Term SheetEmployment Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans
Exhibit 11 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), is made and entered into as of the 14th day of May, 1999, by and between First Commonwealth, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Illinois
W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company has directed the Rights Agent to amend the Rights Agreement as hereinafter set forth;Stockholders Rights Agreement • February 5th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Delaware
Exhibit 7 INCENTIVE/STAY BONUS AGREEMENT THIS INCENTIVE/STAY BONUS AGREEMENT ("Agreement"), is made and entered into as of the 14th day of May, 1999, by and between First Commonwealth, Inc., a Delaware corporation (the "Company"), and David W....Incentive/Stay Bonus Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Illinois
W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and Employee are parties to an Employment Agreement dated July 25, 1994 (the "Employment Agreement"); andEmployment Agreement • May 17th, 1999 • First Commonwealth Inc • Hospital & medical service plans
ARTICLE I EMPLOYMENTEmployment Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Illinois
ARTICLE I EMPLOYMENTEmployment Agreement • May 17th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Illinois
Exhibit 10.3 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), is made and entered into as of the 12th day of February, 1999, by and between First Commonwealth, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • May 17th, 1999 • First Commonwealth Inc • Hospital & medical service plans
AgreementConfidentiality Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Illinois
August 31, 1999Offer to Purchase • August 31st, 1999 • First Commonwealth Inc • Hospital & medical service plans
Exhibit 17 FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT First Amendment, dated as of December 15, 1998 (the "Amendment"), to the Stockholders Rights Agreement, dated as of November 1, 1995 (the "Rights Agreement"), by and between First...Stockholders Rights Agreement • May 25th, 1999 • First Commonwealth Inc • Hospital & medical service plans • Delaware
