WITNESSETH:Employment Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service • Indiana
2 3 An event shall be deemed to be in anticipation of a Change in Control if it occurs after the execution of this Agreement and if a Change in Control in fact occurs within 12 months following the event.Transaction Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service • Indiana
WITNESSETH:Employment Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service • Indiana
1 EXHIBIT (a)(5) [MASTHEAD] June 6, 1997 Dear Stockholder: On behalf of the Board of Directors of Acordia, Inc. (the "Company" or "Acordia"), we are pleased to inform you that Acordia entered into an Agreement and Plan of Merger dated as of June 2,...Merger Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service
1 EXHIBIT (c)(7) TRANSACTION AGREEMENT This Agreement is made this 17th day of March, 1997, by and between Acordia, Inc., a Delaware company (the "Company") and Frank C. Witthun (the "Executive"). WHEREAS, the Company, in anticipation of a possible...Transaction Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service • Indiana
1 EXHIBIT (c)(8) TRANSACTION AGREEMENT This Agreement is made this 28th day of February, 1997, by and between Acordia, Inc., a Delaware company (the "Company") and John J. O'Connor (the "Executive"). WHEREAS, the Company, in anticipation of a possible...Transaction Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service • Indiana
1 EXHIBIT (c)(23) STOCK OPTION CANCELLATION AGREEMENT In connection with the merger agreement between Acordia, Inc. and Anthem Insurance Companies, Inc., under which Anthem will acquire all of the outstanding common stock of Acordia at $40.00 per...Stock Option Cancellation Agreement • June 20th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service
1 EXHIBIT (c)(20) June 17, 1997 To All Restricted Stock Participants Dear Participant: As you probably already know, Acordia, Inc. has entered into a merger agreement with AICI Acquisition Corporation and Anthem Insurance Companies, Inc. (collectively...Restricted Stock Agreement • June 20th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service
1 EXHIBIT (c)(12) TRANSACTION AGREEMENT This Agreement is made this 28th day of February, 1997, by and between Acordia, Inc., a Delaware company (the "Company") and Daniel W. Kendall (the "Executive"). WHEREAS, the Company, in anticipation of a...Transaction Agreement • June 6th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service • Indiana
1 EXHIBIT (c)(22) Dear Optionee: As you probably already know, Anthem Insurance Companies, Inc. ("Anthem") has entered into a merger agreement with Acordia, Inc. ("Acordia") under which Anthem will acquire all of the outstanding common stock of...Merger Agreement • June 20th, 1997 • Acordia Inc /De/ • Insurance agents, brokers & service
