First Health Group Corp Sample Contracts

BACKGROUND
Employment Agreement • May 10th, 2004 • First Health Group Corp • Hospital & medical service plans • Illinois
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WITNESSETH
Employment Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
and Illinois Stock Transfer Company and LaSalle National Bank,
Rights Agreement • March 24th, 1999 • First Health Group Corp • Insurance agents, brokers & service • Delaware
1 EXHIBIT 10 CREDIT AGREEMENT
Credit Agreement • July 14th, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
UTILIZATION REVIEW AGREEMENT
Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
AGREEMENT ---------
Agreement • March 26th, 2003 • First Health Group Corp • Hospital & medical service plans
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED MAY 1, 1999, BETWEEN FIRST HEALTH GROUP CORP. AND JOSEPH E. WHITTERS
Employment Agreement • March 12th, 2004 • First Health Group Corp • Hospital & medical service plans
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Stock Purchase Agreement • July 14th, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • New York
BACKGROUND
Employment Agreement • March 24th, 2000 • First Health Group Corp • Insurance agents, brokers & service • Illinois
AGREEMENT --------- The Company and Executive hereby agree as follows:
Change in Control Severance Agreement • November 5th, 2004 • First Health Group Corp • Hospital & medical service plans • Illinois
OFFICE LEASE
Office Lease • June 5th, 1998 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service
BACKGROUND
Employment Agreement • March 24th, 2000 • First Health Group Corp • Insurance agents, brokers & service • Illinois
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BACKGROUND
Employment Agreement • March 26th, 1998 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
AGREEMENT --------- The Company and Executive hereby agree as follows:
Change In • November 5th, 2004 • First Health Group Corp • Hospital & medical service plans • Illinois
AGREEMENT AND PLAN OF MERGER BY AND AMONG COVENTRY HEALTH CARE, INC., COVENTRY MERGER SUB INC. and FIRST HEALTH GROUP CORP. Dated as of October 13, 2004
Agreement and Plan of Merger • October 14th, 2004 • First Health Group Corp • Hospital & medical service plans • New York

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2004 (this “Agreement”), by and among Coventry Health Care, Inc., a Delaware corporation (“Parent”), Coventry Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and First Health Group Corp., a Delaware corporation (the “Company”).

WITNESSETH:
Retainer Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
HEALTHCARE COMPARE CORP. PPO AGREEMENT FOR GOVERNMENT EMPLOYEES HOSPITAL ASSOCIATION, INC.
Healthcare Compare Corp/De/ • March 29th, 1996 • Insurance agents, brokers & service • Illinois
ARTICLE 1 DEFINITIONS
Ppo Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
November 15, 2004
First Health Group Corp • November 15th, 2004 • Hospital & medical service plans

As you are aware, we have entered into a merger agreement with Coventry Health Care, Inc., pursuant to which we will merge into a wholly owned subsidiary of Coventry. In connection with the merger, we are offering to purchase all of First Health’s outstanding options for cash. The price we are offering for all options is equal to the greater of (i) the amount by which $18.75 exceeds the exercise price of the options, if any, or (ii) $1.25, less applicable tax withholdings. The offer applies to all of your options, whether vested or unvested and regardless of exercise price. No options will be purchased unless the conditions to completion of the merger have been satisfied or waived. These and other important terms of the offer are described in the Offer to Purchase that accompanies this letter.

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