RECITALCredit Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
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 ____...Non-Qualified Stock Option Agreement • August 8th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT, dated as of August 8, 1994, is entered into by and between BLUE CROSS AND BLUE SHIELD OF MISSOURI, a Missouri not-for-profit corporation ("BCBSMO"), and...Administrative Services Agreement • March 24th, 1998 • 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
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
RECITALCredit Agreement • November 15th, 1999 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
LEWIS, RICE & FINGERSH, L.C. (LETTERHEAD) ATTORNEYS AT LAW 500 N. BROADWAY ST. LOUIS, MISSOURI 63102 January 5, 2000Settlement Agreement • January 11th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
The purpose of this letter ("this Letter Agreement") is to memorialize the terms on which agreement has been reached with respect to a condition precedent contained in the above-described Settlement Agreement (referred to in this Letter Agreement as the "Market Conduct Proceeding Settlement Agreement"). The "Market Conduct Proceeding Settlement Agreement" provides for the resolution of certain claims pending in administrative proceedings styled In Re: Blue Cross Blue Shield of Missouri, et al, No. 98-02-09-00C and Market Conduct Examination No. 1716-0795-TGT (collectively the "Market Conduct Proceedings").
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
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: Agreement 1....License Agreement • March 24th, 1998 • 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: AgreementLicense Agreement • August 14th, 2000 • 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 10.67 AGREEMENT OF INDEMNIFICATION AGREEMENT OF INDEMNIFICATION, dated as of August 8, 1994, by and between BLUE CROSS AND BLUE SHIELD OF MISSOURI, a Missouri not-for-profit corporation ("BCBSMo") and RIGHTCHOICE MANAGED CARE, INC., a Missouri...Indemnification & Liability • March 24th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
Exhibit 99(b) SETTLEMENT AGREEMENT 1. Parties. The parties (collectively, "the Parties") to this Settlement Agreement ("this Agreement") are Jay Angoff, Director of the Department of Insurance of the State of Missouri ("the Director of Insurance"),...Settlement Agreement • September 23rd, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.5.1 AMENDED AND RESTATED TAX ALLOCATION AGREEMENT THIS AGREEMENT, is made and entered into as of the 8th day of January, 1998, by and between BLUE CROSS AND BLUE SHIELD OF MISSOURI, (hereinafter referred to as "Parent") and RIGHTCHOICE...Tax Allocation Agreement • March 24th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
RECITALCredit Agreement • November 14th, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans • Illinois
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
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 10.13.1 TEMPORARY BLUE SHIELD AFFILIATE LICENSE AGREEMENT This agreement is by and between Blue Cross and Blue Shield Association ("BCBSA") and Healthy Alliance Life Insurance Companies (the "Affiliate"), an affiliate of the Blue Shield Plan...Affiliate License Agreement • March 31st, 1997 • Rightchoice Managed Care Inc • Hospital & medical service plans
PreambleBlue Shield Controlled Affiliate License Agreement • November 25th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.12.4Controlled Affiliate License Agreement • November 25th, 1998 • Rightchoice Managed Care Inc • Hospital & medical service plans
Preamble --------Blue Shield Controlled Affiliate License Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
Exhibit 10.6Nonqualified Deferred Compensation Program • August 16th, 1999 • Rightchoice Managed Care Inc • Hospital & medical service plans
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
WITNESSETH:State Income Tax Allocation Agreement • November 15th, 1999 • Rightchoice Managed Care Inc • Hospital & medical service plans • Missouri
Preamble --------Blue Cross Controlled Affiliate License Agreement • March 27th, 2000 • 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...Temporary Blue Cross Affiliate License Agreement • March 31st, 1997 • 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)Controlled Affiliate 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 10.6.9 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...Blue Cross License Agreement • March 27th, 2000 • Rightchoice Managed Care Inc • Hospital & medical service plans
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...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
