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EXHIBIT 10.15
SETTLEMENT AGREEMENT
NOTIFICATION AND CONFIRMATION OF FULFILLMENT OF CERTAIN
OBLIGATIONS AND CONDITIONS
WHEREAS, on January 6, 2001, Xxxxxxxx X. ("Xxx") Xxxxx, Attorney General
of the State of Missouri, the Missouri Department of Insurance (the
"Department") and Xxxxx Xxxxxx, its Director, Blue Cross and Blue Shield of
Missouri ("BCBSMo") and RightCHOICE Managed Care, Inc., a Missouri corporation
executed an Amended and Restated Settlement Agreement (the "Settlement
Agreement");
WHEREAS, the undersigned parties desire to give notice and confirm that
certain obligations in the Settlement Agreement have been fulfilled;
NOW, THEREFORE, the undersigned hereby notify each other of, or confirm as
the case may be, the following:
1. The obligations in paragraph 5(a) of the Settlement Agreement have been
fulfilled by the Attorney General, and no action by the Department was or is
required.
2. The Attorney General caused the Foundation to execute the agreement
required of it in the last sentence of paragraph 13 of the Settlement Agreement,
and no action by the Department was or is required.
3. The Foundation has effected changes to its Articles and Bylaws that
give the Attorney General sole authority for the appointment of the Post-Closing
Board of Directors and the continuing appointments to the Community Advisory
Committee, and permitting officers, agents, employees or independent contractors
of any governmental authority whatsoever, whether federal, state or local to
serve on the Board of Directors with the prior consent of the Blue Cross and
Blue Shield Association, as long as the Corporation owns five percent (5%) or
more of the issued and outstanding shares of capital stock of New RIT.
4. There have been and will be no amendments to the Reorganization
Agreement described and defined in the Settlement Agreement and, therefore, no
consent to such an Amendment by the Attorney General or the Department has been
given or will be necessary.
5. The Attorney General has approved and submitted expenses of the
nominating committee to Blue Cross and Blue Shield of Missouri for payment, and
no action by the Department was or is required.
6. The undersigned confirm and agree that the "Closing Date" as defined in
the Settlement Agreement shall for all purposes be deemed to be the 30th day of
November, 2000, and that all releases granted in the Settlement Agreement shall
be effective upon closing on that date.
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The undersigned have executed this document as of this 27th day of November,
2000.
DIRECTOR OF THE MISSOURI DEPARTMENT OF INSURANCE
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
ATTORNEY GENERAL OF THE STATE OF MISSOURI
/s/ Xxxxxxxx X. (Xxx) Xxxxx
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Xxxxxxxx X. (Xxx) Xxxxx
BLUE CROSS AND BLUE SHIELD OF MISSOURI, A MISSOURI
NONPROFIT HEALTH SERVICES CORPORATION
/s/ Xxxx X. X'Xxxxxx
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Xxxx X. X'Xxxxxx, President
RIGHTCHOICE MANAGED CARE, INC.,
a Missouri corporation
/s/ Xxxx X. X'Xxxxxx
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Xxxx X. X'Xxxxxx, President and Chief
Executive Officer
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