VOTING AGREEMENTVoting Agreement • September 30th, 2005 • Wellpoint Inc • Hospital & medical service plans • Delaware
VOTING AGREEMENT, dated as of September 27, 2005 (this “Agreement”), by and between WellPoint, Inc., an Indiana corporation (“Purchaser”), and The New York Public Asset Fund, the “public asset fund” established by Chapter One of the New York Laws of 2002, and specifically §4301(j) and §7317 of the New York Insurance Law (“Stockholder”), a stockholder of WellChoice, Inc., a Delaware corporation (“Company”).
Memorandum of Understanding between Dr. Michael A. Stocker and WellPoint, Inc. Relating to Terms of EmploymentWellpoint Inc • September 30th, 2005 • Hospital & medical service plans • Indiana
By executing this Memorandum of Understanding, WellPoint, Inc. an Indiana corporation (“Purchaser”) and Dr. Michael A. Stocker ( “Executive”), agree before the closing of the merger of WellChoice, Inc., a Delaware corporation (the “Company”) with and into WellPoint Holding Corp., a Delaware corporation and a direct wholly owned subsidiary of Purchaser (“Merger Sub”), as more fully described in the Agreement and Plan of Merger among Purchaser, Merger Sub and the Company dated as of September 26, 2005 (the “Merger Agreement”), to sign a definitive document (“Employment Agreement”) incorporating the terms set forth below.
