<PAGE>

                                                                   Exhibit 10.23

                          BLUE SHIELD LICENSE AGREEMENT
          (Includes revisions, if any, adopted by Member Plans through
                         their March 16, 2001 meeting)

      This agreement by and between Blue Cross and Blue Shield Association
("BCBSA") and The Blue Shield Plan, known as ________________ (the "Plan").

                                   Preamble

      WHEREAS, the Plan and/or its predecessor(s) in interest (collectively the
"Plan") had the right to use the BLUE SHIELD and BLUE SHIELD Design service
marks (collectively the "Licensed Marks") for health care plans in its service
area, which was essentially local in nature;

      WHEREAS, the Plan was desirous of assuring nationwide protection of the
Licensed Marks, maintaining uniform quality controls among Plans, facilitating
the provision of cost effective health care services to the public and otherwise
benefiting the public;

      WHEREAS, to better attain such ends, the Plan and the predecessor of BCBSA
executed the Agreement(s) Relating to the Collective Service Mark "Blue Shield";
and

      WHEREAS, BCBSA and the Plan desire to supercede said Agreement(s) to
reflect their current practices and to assure the continued integrity of the
Licensed Marks and of the BLUE SHIELD system;

      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:
<PAGE>

                                  Agreement

      1. BCBSA hereby grants to the Plan, upon the terms and conditions of this
License Agreement, the right to use BLUE SHIELD in its trade and/or corporate
name (the "Licensed Name"), and the right to use the Licensed Marks, in the
sale, marketing and administration of health care plans and related services in
the Service Area set forth and defined in paragraph 5 below. As used herein,
health care plans and related services shall include acting as a nonprofit
health care plan, a for-profit health care plan, or mutual health insurer
operating on a not-for-profit or for-profit basis, under state law; financing
access to health care services; providing health care management and
administration; administering, but not underwriting, non-health portions of
Worker's Compensation insurance; and delivering health care services, except
hospital services (as defined in the Guidelines to Membership Standards
Applicable to Regular Members).

      2. The Plan may use the Licensed Marks and Name in connection with the
offering of: a) health care plans and related services in the Service Area
through Controlled Affiliates, provided that each such Controlled Affiliate is
separately licensed to use the Licensed Marks and Name under the terms and
conditions contained in the Agreement attached as Exhibit 1 hereto (the
"Controlled Affiliate License Agreement"); and: b) insurance coverages offered
by life insurers under the applicable law in the Service Area, other than those
which the Plan may offer in its own name, provided through Controlled
Affiliates, provided that each such Controlled Affiliate is separately licensed
to use the Licensed Marks and Name under the terms and conditions contained in
the Agreement attached as Exhibit 1A hereto (the "Controlled Affiliate License
Agreement Applicable to Life Insurance Companies") and further provided that the
offering of such services does not and will not dilute or tarnish the unique
value of the Licensed Marks and Name; and c) administration and underwriting of
Workers' Compensation Insurance Controlled Affiliates, provided that each such
Controlled Affiliate is separately licensed to use the Licensed Marks and Name
under the terms and conditions contained in the Agreement attached as Exhibit 1
hereto (the "Controlled Affiliate License."). As used herein, a Controlled
Affiliate is defined as an entity organized and operated in such a manner that
it is subject to the bona fide control of a Plan or Plans and, if the entity
meets the standards of subparagraph B but not subparagraph A of this paragraph,
the entity, its owners, and persons with authority to select or appoint members
or board members, other than a Plan or Plans, have received written approval of
BCBSA. Absent written approval by BCBSA of an alternative method of control,
bona fide control shall mean that a Plan or Plans authorized to use the Licensed
Marks in the Service Area of the Controlled Affiliate pursuant to this License
Agreement(s) with BCBSA, other than such Controlled Affiliate's License
Agreement(s), (the "Controlling Plan(s)"), must have:

      A.    The legal authority, directly or indirectly through wholly-owned
            subsidiaries: (a) to select members of the Controlled Affiliate's
            governing body having more than 50% voting control thereof; (b) to
            exercise control over the policy and operations of the Controlled
            Affiliate; (c) to prevent any change in the articles of
            incorporation, bylaws or other establishing or governing documents
            of the Controlled Affiliate with which the Controlling Plan(s)
            do(es) not concur. In addition, a Plan or Plans directly or
            indirectly through wholly-owned subsidiaries shall own more than 50%
            of any for-profit Controlled Affiliate; or


                                                    Amended as of March 11, 1999
                                      -2-
<PAGE>

      B.    The legal authority directly or indirectly through wholly-owned
            subsidiaries (a) to select members of the Controlled Affiliate's
            governing body having not less than 50% voting control thereof; (b)
            to prevent any change in the articles of incorporation, bylaws or
            other establishing or governing documents of the Controlled
            Affiliate with which the Controlling Plan(s) do(es) not concur; (c)
            to exercise control over the policy and operations of the Controlled
            Affiliate at least equal to that exercised by persons or entities
            (jointly or individually) other than the Controlling Plan(s).
            Notwithstanding anything to the contrary in (a) through (c) hereof,
            the Controlled Affiliate's establishing or governing documents must
            also require written approval by the Controlling Plan(s) before the
            Controlled Affiliate can:

                  1. Change its legal and/or trade name;

                  2. Change the geographic area in which it operates;

                  3. Change any of the types of businesses in which it engages;

                  4. Create, or become liable for by way of guarantee, any
                  indebtedness, other than indebtedness arising in the ordinary
                  course of business;

                  5. Sell any assets, except for sales in the ordinary course of
                  business or sales of equipment no longer useful or being
                  replaced;

                  6. Make any loans or advances except in the ordinary course of
                  business;

                  7. Enter into any arrangement or agreement with any party
                  directly or indirectly affiliated with any of the owners of
                  the Controlled Affiliate or persons or entities with the
                  authority to select or appoint members or board members of the
                  Controlled Affiliate, other than the Plan or Plans (excluding
                  owners of stock holdings of under 5% in a publicly traded
                  Controlled Affiliate);

                  8. Conduct any business other than under the Licensed Marks
                  and Name;

                  9. Take any action that any Controlling Plan or BCBSA
                  reasonably believes will adversely affect the Licensed Marks
                  or Names.

            In addition, a Plan or Plans directly or indirectly through wholly
            owned subsidiaries shall own at least 50% of any for-profit
            Controlled Affiliate.


                                                     Amended as of June 11, 1998
                                      -2a-
                                                       (The next page is page 3)
<PAGE>

      3. The Plan may engage in activities not required by BCBSA to be directly
licensed through Controlled Affiliates and may indicate its relationship thereto
by use of the Licensed Name as a tag line, provided that the engaging in such
activities does not and will not dilute or tarnish the unique value of the
Licensed Marks and Name and further provided that such tag line use is not in a
manner likely to cause confusion or mistake. Consistent with the avoidance of
confusion or mistake, each tag line use of the Plan's Licensed Name: (a) shall
be in the style and manner specified by BCBSA from time-to-time; (b) shall not
include the design service marks; (c) shall not be in a manner to import more
than the Plan's mere ownership of the Controlled Affiliate; and (d) shall be
restricted to the Service Area. No rights are hereby created in any Controlled
Affiliate to use the Licensed Name in its own name or otherwise. At least
annually, the Plan shall provide BCBSA with representative samples of each such
use of its Licensed Name pursuant to the foregoing conditions.

      4. The Plan recognizes the importance of a comprehensive national network
of independent BCBSA licensees which are committed to strengthening the Licensed
Marks and Name. The Plan further recognizes that its actions within its Service
Area may affect the value of the Licensed Marks and Name nationwide. The Plan
agrees (a) to maintain in good standing its membership in BCBSA; (b) promptly to
pay its dues to BCBSA, said dues to represent the royalties for this License
Agreement; (c) materially to comply with all applicable laws; (d) to comply with
the Membership Standards Applicable to Regular Members of BCBSA, a current copy
of which is attached as Exhibit 2 hereto; and (e) reasonably to permit BCBSA,
upon a written, good faith request and during reasonable business hours, to
inspect the Plan's books and records necessary to ascertain compliance herewith.
As to other Plans and third parties, BCBSA shall maintain the confidentiality of
all documents and information furnished by the Plan pursuant hereto, or pursuant
to the Membership Standards, and clearly designated by the Plan as containing
proprietary information of the Plan.

       5. The rights hereby granted are exclusive to the Plan within the
geographical area(s) served by the Plan on June 30, 1972, and/or as to which the
Plan has been granted a subsequent license, which is hereby defined as the
"Service Area," except that BCBSA reserves the right to use the Licensed Marks
in said Service Area, and except to the extent that said Service Area may
overlap areas served by one or more other licensed Blue Shield Plans as of said
date or subsequent license, as to which overlapping areas the rights hereby
granted are nonexclusive as to such other Plan or Plans only.

                                                 Amended as of November 20, 1997
                                      -3-
<PAGE>

       6. Except as expressly provided by BCBSA with respect to National
Accounts, Government Programs and certain other necessary and collateral uses,
the current rules and regulations governing which are attached as Exhibit 3 and
Exhibit 4 hereto, or as expressly provided herein, the Plan may not use the
Licensed Marks and Name outside the Service Area or in connection with other
goods and services, nor may the Plan use the Licensed Marks or Name in a manner
which is intended to transfer in the Service Area the goodwill associated
therewith to another mark or name. Nothing herein shall be construed to prevent
the Plan from engaging in lawful activity anywhere under other marks and names
not confusingly similar to the Licensed Marks and Name, provided that engaging
in such activity does and will not dilute or tarnish the unique value of the
Licensed Marks and Name. In addition to any and all remedies available
hereunder, BCBSA may impose monetary fines on the Plan for the Plan's use of the
Licensed Marks and Names outside the Service Area provided that the procedure
used in imposing a fine is consistent with procedures specifically prescribed by
BCBSA from time to time in regulations of general application.

      7. The Plan agrees that it will display the Licensed Marks and Name only
in such form, style and manner as shall be specifically prescribed by BCBSA from
time-to-time in regulations of general application in order to prevent
impairment of the distinctiveness of the Licensed Marks and Name and the
goodwill pertaining thereto. The Plan shall cause to appear on all materials on
or in connection with which the Licensed Marks or Name are used such legends,
markings and notices as BCBSA may reasonably request in order to give
appropriate notice of service mark or other proprietary rights therein or
pertaining thereto.

      8. BCBSA agrees that: (a) it will not grant any other license effective
during the term of this License Agreement for the use of the Licensed Marks or
Name which is inconsistent with the rights granted to the Plan hereunder; and
(b) it will not itself use the Licensed Marks in derogation of the rights of the
Plan or in a manner to deprive the Plan of the full benefits of this License
Agreement. The Plan agrees that it will not attack the title of BCBSA in and to
the Licensed Marks or Name or attack the validity of the Licensed Marks or of
this License Agreement. The Plan further agrees that all use by it of the
Licensed Marks and Name or any similar mark or name shall inure to the benefit
of BCBSA, and the Plan shall cooperate with BCBSA in effectuating the assignment
to BCBSA of any service mark or trademark registrations of the Licensed Marks or
any similar mark or name held by the Plan or a Controlled Affiliate of the Plan,
all or any portion of which registration consists of the Licensed Marks.


                                                       Amended November 18, 1999
                                      -4-
<PAGE>

            9. (a). Should the Plan fail to comply with the provisions of
paragraphs 2-4, 6, 7 and/or 12, and not cure such failure within thirty (30)
days of receiving written notice thereof (or commence curing such failure within
such thirty day period and continue diligent efforts to complete the curing of
such failure if such curing cannot reasonably be completed within such thirty
day period), BCBSA shall have the right to issue a notice that the Plan is in a
state of noncompliance. Except as to the termination of a Plan's License
Agreement or the merger of two or more Plans, disputes as to noncompliance, and
all other disputes between or among BCBSA, the Plan, other Plans and/or
Controlled Affiliates, shall be submitted promptly to mediation and mandatory
dispute resolution pursuant to the rules and regulations of BCBSA, a current
copy of which is attached as Exhibit 5 hereto, and shall be timely presented and
resolved. The mandatory dispute resolution panel shall have authority to issue
orders for specific performance and assess monetary penalties. If a state of
noncompliance as aforesaid is undisputed by the Plan or is found to exist by a
mandatory dispute resolution panel and is uncured as provided above, BCBSA shall
have the right to seek judicial enforcement of the License Agreement. Except,
however, as provided in paragraphs 9(d)(iii) and 15(a)(i)-(viii) below, no
Plan's license to use the Licensed Marks and Name may be finally terminated for
any reason without the affirmative vote of three-fourths of the Plans and
three-fourths of the total then current weighted vote of all the Plans.

            (b). Notwithstanding any other provision of this License Agreement,
a Plan's license to use the Licensed Marks and Name may be forthwith terminated
by the affirmative vote of three-fourths of the Plans and three-fourths of the
total then current weighted vote of all the Plans at a special meeting expressly
called by BCBSA for the purpose on ten (10) days written notice to the Plan
advising of the specific matters at issue and granting the Plan an opportunity
to be heard and to present its response to Member Plans for: (i) failure to
comply with any minimum capital or liquidity requirement under the Membership
Standard on Financial Responsibility; or (ii) impending financial insolvency; or
(iii) the pendency of any action instituted against the Plan seeking its
dissolution or liquidation or its assets or seeking appointment of a trustee,
interim trustee, receiver or other custodian for any of its property or business
or seeking the declaration or establishment of a trust for any of its property
of business, unless this License Agreement has been earlier terminated under
paragraph 15(a); or (iv) such other reason as is determined in good faith
immediately and irreparably to threaten the integrity and reputation of BCBSA,
the Plans and/or the Licensed Marks.

            (c). To the extent not otherwise provided therein, neither: (i) the
Membership Standards Applicable to Regular Members of BCBSA; nor (ii) the rules
and regulations governing National Accounts, Government Programs and certain
other uses; nor (iii) the rules and regulations governing mediation and
mandatory dispute resolution, may be amended unless and until each such
amendment is first adopted by the affirmative vote of three-fourths of the Plans
and of three-fourths of the total then current weighted vote of all the Plans.


                                                    Amended as of March 11, 1999
                                      -5-
<PAGE>

            9. (d). The Plan may operate as a for-profit company on the
following conditions:

      (i) The Plan shall discharge all responsibilities which it has to the
Association and to other Plans by virtue of this Agreement and the Plan's
membership in BCBSA.

      (ii) The Plan shall not use the licensed Marks and Name, or any derivative
thereof, as part of its legal name or any symbol used to identify the Plan in
any securities market. The Plan shall use the licensed Marks and Name as part of
its trade name within its service area for the sale, marketing and
administration of health care and related services in the service area.

      (iii) The Plan's license to use the Licensed Marks and Name shall
automatically terminate effective: (a) thirty days after the Plan knows, or
there is an SEC filing indicating that, any Institutional Investor, has become
the Beneficial Owner of securities representing 10% or more of the voting power
of the Plan ("Excess Institutional Voter"), unless such Excess Institutional
Voter shall cease to be an Excess Institutional Voter prior to such automatic
termination becoming effective; (b) thirty days after the Plan knows, or there
is an SEC filing indicating that, any Noninstitutional Investor has become the
Beneficial Owner of securities representing 5% or more of the voting power of
the Plan ("Excess Noninstitutional Voter") unless such Excess Noninstitutional
Voter shall cease to be an Excess Noninstitutional Voter prior to such automatic
termination becoming effective; (c) thirty days after the Plan knows, or there
is an SEC filing indicating that, any Person has become the Beneficial Owner of
20% or more of the Plan's then outstanding common stock or other equity
securities which (either by themselves or in combination) represent an ownership
interest of 20% or more pursuant to determinations made under paragraph 9(d)(iv)
below ("Excess Owner"), unless such Excess Owner shall cease to be an Excess
Owner prior to such automatic termination becoming effective; (d) ten business
days after individuals who at the time the Plan went public constituted the
Board of Directors of the Plan (together with any new directors whose election
to the Board was approved by a vote of 2/3 of the directors then still in office
who were directors at the time the Plan went public or whose election or
nomination was previously so approved) (the "Continuing Directors") cease for
any reason to constitute a majority of the Board of Directors; or (e) ten
business days after the Plan consolidates with or merges with or into any person
or conveys, assigns, transfers or sells all or substantially all of its assets
to any person other than a merger in which the Plan is the surviving entity and
immediately after which merger, no person is an Excess Institutional Voter, an
Excess Noninstitutional Voter or an Excess Owner: provided that, if requested by
the affected Plan in a writing received by BCBSA prior to such automatic
termination becoming effective, the provisions of this paragraph 9(d)(iii) may
be waived, in whole or in part,


                                                Amended as of September 17, 1997
                                      -5a-
<PAGE>

upon the affirmative vote of a majority of the disinterested Plans and a
majority of the total then current weighted vote of the disinterested Plans. Any
waiver so granted may be conditioned upon such additional requirements
(including but not limited to imposing new and independent grounds for
termination of this License) as shall be approved by the affirmative vote of a
majority of the disinterested Plans and a majority of the total then current
weighted vote of the disinterested Plans. If a timely waiver request is
received, no automatic termination shall become effective until the later of:
(1) the conclusion of the applicable time period specified in paragraphs
9(d)(iii)(a)-(d) above, or (2) the conclusion of the first Member Plan meeting
after receipt of such a waiver request.

In the event that the Plan's license to use the Licensed Marks and Name is
terminated pursuant to this Paragraph 9(d)(iii), the license may be reinstated
in BCBSA's sole discretion if, within 30 days of the date of such termination,
the Plan demonstrates that the Person referred to in clause (a), (b) or (c) of
the preceding paragraph is no longer an Excess Institutional Voter, an Excess
Noninstitutional Voter or an Excess Owner.

      (iv) The Plan shall not issue any class or series of security other than
(i) shares of common stock having identical terms or options or derivatives of
such common stock, (ii) non-voting, non-convertible debt securities or (iii)
such other securities as the Plan may approve, provided that BCBSA receives
notice at least thirty days prior to the issuance of such securities, including
a description of the terms for such securities, and BCBSA shall have the
authority to determine how such other securities will be counted in determining
whether any Person is an Excess Institutional Voter, Excess Noninstitutional
Voter or an Excess Owner.

      (v) For purposes of paragraph 9(d)(iii), the following definitions shall
apply:

            (a) "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934, as amended and in effect on
      November 17, 1993 (the "Exchange Act").

            (b) A Person shall be deemed the "Beneficial Owner" of and shall be
      deemed to "beneficially own" any securities:

                  (i) which such Person or any of such Person's Affiliates or
      Associates beneficially owns, directly or indirectly;


                                                Amended as of September 17, 1997
                                      -5b-
<PAGE>

                  (ii) which such Person or any of such Person's Affiliates or
      Associates has (A) the right to acquire (whether such right is exercisable
      immediately or only after the passage of time) pursuant to any agreement,
      arrangement or understanding, or upon the exercise of conversion rights,
      exchange rights, warrants or options, or otherwise; or (B) the right to
      vote pursuant to any agreement, arrangement or understanding; provided,
      however, that a Person shall not be deemed the Beneficial Owner of, or to
      beneficially own, any security if the agreement, arrangement or
      understanding to vote such security (1) arises solely from a revocable
      proxy or consent given to such Person in response to a public proxy or
      consent solicitation made pursuant to, and in accordance with, the
      applicable rules and regulations promulgated under the Exchange Act and
      (2) is not also then reportable on Schedule 13D under the Exchange Act (or
      any comparable or successor report); or

                  (iii) which are beneficially owned, directly or indirectly, by
      any other Person (or any Affiliate or Associate thereof) with which such
      Person (or any of such Person's Affiliates or Associates) has any
      agreement, arrangement or understanding (other than customary agreements
      with and between underwriters and selling group members with respect to a
      bona fide public offering of securities) relating to the acquisition,
      holding, voting (except to the extent contemplated by the proviso to
      (b)(ii)(B) above) or disposing of any securities of the Plan.

      Notwithstanding anything in this definition of Beneficial Ownership to the
      contrary, the phrase "then outstanding," when used with reference to a
      Person's Beneficial Ownership of securities of the Plan, shall mean the
      number of such securities then issued and outstanding together with the
      number of such securities not then actually issued and outstanding which
      such Person would be deemed to own beneficially hereunder.

            (c) A Person shall be deemed an "Institutional Investor" if (but
      only if) such Person (i) is an entity or group identified in the SEC's
      Rule 13d-1(b)(1)(ii) as constituted on June 1, 1997, and (ii) every filing
      made by such Person with the SEC under Regulation 13D-G (or any successor
      Regulation) with respect to such Person's Beneficial Ownership of Plan
      securities shall have contained a certification identical to the one
      required by item 10 of SEC Schedule 13G as constituted on June 1, 1997.


                                                Amended as of September 17, 1997
                                      -5c-
<PAGE>

            (d) "Noninstitutional Investor" means any Person who is not an
      Institutional Investor.

            (e) "Person" shall mean any individual, firm, partnership,
      corporation, trust, association, joint venture or other entity, and shall
      include any successor (by merger or otherwise) or such entity.


                                                Amended as of September 17, 1997
                                      -5d-
                                                       (The next page is page 6)
<PAGE>

      10. This License Agreement shall remain in effect: (a) until terminated as
provided herein; or (b) until this and all such other License Agreements are
terminated by the affirmative vote of three-fourths of the Plans and
three-fourths of the total then current weighted vote of all the Plans; (c)
until terminated by the Plan upon six (6) months written notice to BCBSA.

      11. Except as otherwise provided in paragraph 15 below or by the
affirmative vote of three-fourths of the Plans and three-fourths of the total
then current weighted vote of all the Plans, or unless this and all such other
License Agreements are simultaneously terminated by force of law, the
termination of this License Agreement for any reason whatsoever shall cause the
reversion to BCBSA of all rights in and to the Licensed Marks and Name, and the
Plan agrees that it will promptly discontinue all use of the Licensed Marks and
Name, will not use them thereafter, and will promptly, upon written notice from
BCBSA, change its corporate name so as to eliminate the Licensed Name therefrom.

      12. The license hereby granted to Plan to use the Licensed Marks and Name
is and shall be personal to the Plan so licensed and shall not be assignable by
any act of the Plan, directly or indirectly, without the written consent of
BCBSA. Said license shall not be assignable by operation of law, nor shall Plan
mortgage or part with possession or control of this license or any right
hereunder, and the Plan shall have no right to grant any sublicense to use the
Licensed Marks and Name.

      13. BCBSA shall maintain appropriate service mark registrations of the
Licensed Marks and BCBSA shall take such lawful steps and proceedings as may be
necessary or proper to prevent use of the Licensed Marks by any person who is
not authorized to use the same. Any actions or proceedings undertaken by BCBSA
under the provisions of this paragraph shall be at BCBSA's sole cost and
expense. BCBSA shall have the sole right to determine whether or not any legal
action shall be taken on account of unauthorized use of the Licensed Marks, such
right not to be unreasonably exercised. The Plan shall report any unlawful usage
of the Licensed Marks to BCBSA in writing and agrees, free of charge, to
cooperate fully with BCBSA's program of enforcing and protecting the service
mark rights, trade name rights and other rights in the Licensed Marks.


                                      -6-
<PAGE>

      14. The Plan hereby agrees to save, defend, indemnify and hold BCBSA and
any other Plan(s) harmless from and against all claims, damages, liabilities and
costs of every kind, nature and description which may arise exclusively and
directly as a result of the activities of the Plan. BCBSA hereby agrees to save,
defend, indemnify and hold the Plan and any other Plan(s) harmless from and
against all claims, damages, liabilities and costs of every kind, nature and
description which may arise exclusively and directly as a result of the
activities of BCBSA.

      15. (a). This Agreement shall automatically terminate upon the occurrence
of any of the following events: (i) a voluntary petition shall be filed by the
Plan or by BCBSA seeking bankruptcy, reorganization, arrangement with creditors
or other relief under the bankruptcy laws of the United States or any other law
governing insolvency or debtor relief, or (ii) an involuntary petition or
proceeding shall be filed against the Plan or BCBSA seeking bankruptcy,
reorganization, arrangement with creditors or other relief under the bankruptcy
laws of the United States or any other law governing insolvency or debtor relief
and such petition or proceeding is consented to or acquiesced in by the Plan or
BCBSA or is not dismissed within sixty (60) days of the date upon which the
petition or other document commencing the proceeding is served upon the Plan or
BCBSA respectively, or (iii) an order for relief is entered against the Plan or
BCBSA in any case under the bankruptcy laws of the United States, or the Plan or
BCBSA is adjudged bankrupt or insolvent (as that term is defined in the Uniform
Commercial Code as enacted in the state of Illinois) by any court of competent
jurisdiction, or (iv) the Plan or BCBSA makes a general assignment of its assets
for the benefit of creditors, or (v) the Department of Insurance or other
regulatory agency assumes control of the Plan or delinquency proceedings
(voluntary or involuntary) are instituted, or (vi) an action is brought by the
Plan or BCBSA seeking its dissolution or liquidation of its assets or seeking
the appointment of a trustee, interim trustee, receiver or other custodian for
any of its property or business, or (vii) an action is instituted by any
governmental entity or officer against the Plan or BCBSA seeking its dissolution
or liquidation of its assets or seeking appointment of a trustee, interim
trustee, receiver or other custodian for any of its property or business and
such action is consented to or acquiesced in by the Plan or BCBSA or is not
dismissed within one hundred thirty (130) days of the date upon which the
pleading or other document commencing the action is served upon the Plan or
BCBSA respectively, provided that if the action is stayed or its prosecution is
enjoined, the one hundred thirty (130) day period is tolled for the duration of
the stay or injunction, and provided further, that the Association's Board of
Directors may toll or extend the 130 day period at any time prior to its
expiration, or (viii) a trustee, interim trustee, receiver or other custodian
for any of the Plan's or BCBSA's property or business is appointed, or the Plan
or BCBSA is ordered dissolved or liquidated, or (ix) the Plan shall fail to pay
its dues and shall not cure such failure within thirty (30) days of receiving
written notice thereof. Notwithstanding any other provision of this Agreement, a
declaration or a request for declaration of the existence of a trust over any of
the Plan's or BCBSA's property or business shall not in itself be deemed to
constitute or seek appointment of a trustee, interim trustee, receiver or other
custodian for purposes of subparagraphs 15(a)(vii) and (viii) of this Agreement.


                                                          Amended March 12, 1998
                                      -7-
<PAGE>

            (b). BCBSA, or the Plans (as provided and in addition to the rights
conferred in Paragraph 10(b) above), may terminate this Agreement immediately
upon written notice upon the occurrence of either of the following events: (a)
the Plan or BCBSA becomes insolvent (as that term is defined in the Uniform
Commercial Code enacted in the state of Illinois), or (b) any final judgment
against the Plan or BCBSA remains unsatisfied or unbonded of record for a period
of sixty (60) days or longer.

            (c). If this License Agreement is terminated as to BCBSA for any
reason stated in subparagraphs 15(a) and (b) above, the ownership of the
Licensed Marks shall revert to each of the Plans.

            (d). Upon termination of this License Agreement or any Controlled
Affiliate License Agreement of a Larger Controlled Affiliate, as defined in
Exhibit 1 to this License Agreement:

            (i)   The terminated entity shall send a notice through the U.S.
                  mails, with first class postage affixed, to all individual and
                  group customers, providers, brokers and agents of products or
                  services sold, marketed, underwritten or administered by the
                  terminated entity or its Controlled Affiliates under the
                  Licensed Marks and Name. The form and content of the notice
                  shall be specified by BCBSA and shall, at a minimum, notify
                  the recipient of the termination of the license, the
                  consequences thereof, and instructions for obtaining alternate
                  products or services licensed by BCBSA. This notice shall be
                  mailed within 15 days after termination or, if termination is
                  pursuant to paragraph 10(d) of this Agreement, within 15 days
                  after the written notice to BCBSA described in paragraph
                  10(d).

            (ii)  The terminated entity shall deliver to BCBSA within five days
                  of a request by BCBSA a listing of national accounts in which
                  the terminated entity is involved (in a Control, Participating
                  or Servicing capacity), identifying the national account and
                  the terminated entity's role therein. For those accounts where
                  the terminated entity is the Control Plan, the Plan must also
                  indicate the Participating and Servicing Plans in the national
                  account syndicate.


                                                Amended as of September 19, 1996
                                       -8-
<PAGE>

            (iii) Unless the cause of termination is an event stated in
                  paragraph 15(a) or (b) above respecting BCBSA, the Plan and
                  its Licensed Controlled Affiliates shall be jointly liable for
                  payment to BCBSA of an amount equal to $25 multiplied by the
                  number of Licensed Enrollees of the terminated entity and its
                  Licensed Controlled Affiliates; provided that if any other
                  Plan is permitted by BCBSA to use marks or names licensed by
                  BCBSA in the Service Area established by this Agreement, the
                  payment shall be multiplied by a fraction, the numerator of
                  which is the number of Licensed Enrollees of the terminated
                  entity and its Licensed Controlled Affiliates and the
                  denominator of which is the total number of Licensed Enrollees
                  in the Service Area. Licensed Enrollee means each and every
                  person and covered dependent who is enrolled as an individual
                  or member of a group receiving products or services sold,
                  marketed or administered under marks or names licensed by
                  BCBSA as determined at the earlier of (a) the end of the last
                  fiscal year of the terminated entity which ended prior to
                  termination or (b) the fiscal year which ended before any
                  transactions causing the termination began. Notwithstanding
                  the foregoing, the amount payable pursuant to this
                  subparagraph (d)(iii) shall be due only to the extent that, in
                  BCBSA's opinion, it does not cause the net worth of the Plan
                  to fall below 100% of the capital benchmark formula or its
                  equivalent under any successor formula, as set forth in the
                  applicable financial responsibility standards established by
                  BCBSA (provided such equivalent is approved for purposes of
                  this sub paragraph by the affirmative vote of three-fourths of
                  the Plans and three-fourths of the total then current weighted
                  vote of all the Plans), measured as of the date of termination
                  and adjusted for the value of any transactions not made in the
                  ordinary course of business. This payment shall not be due in
                  connection with transactions exclusively by or among Plan or
                  their affiliates, including reorganizations, combinations or
                  mergers, where the BCBSA Board of Directors determines that
                  the license termination does not result in a material
                  diminution in the number of Licensed Enrollees or the extent
                  of their coverage.


                                                 Amended as of November 19, 1998
                                      -8a-
<PAGE>

            (iv)  BCBSA shall have the right to audit the books and records of
                  the terminated entity and its Licensed Controlled Affiliates
                  to verify compliance with this paragraph 15(d).

            (v)   As to a breach of 15 (d) (i), (ii), (iii) or (iv), the parties
                  agree that the obligations are immediately enforceable in a
                  court of competent jurisdiction. As to a breach of 15 (d) (i),
                  (ii) or (iv) by the Plan, the parties agree there is no
                  adequate remedy at law and BCBSA is entitled to obtain
                  specific performance.

            (e). BCBSA shall be entitled to enjoin the Plan or any related party
in a court of competent jurisdiction from entry into any transaction which would
result in a termination of this License Agreement unless the License Agreement
has been terminated pursuant to paragraph 10 (d) of this Agreement upon the
required six (6) month written notice.

            (f). BCBSA acknowledges that it is not the owner of assets of the
Plan.

      16. This Agreement supersedes any and all other agreements between the
parties with respect to the subject matter herein, and contains all of the
covenants and agreements of the parties as to the licensing of the Licensed
Marks and Name. This Agreement may be amended only by the affirmative vote of
three-fourths of the Plans and three-fourths of the total then current weighted
vote of all the Plans as officially recorded by the BCBSA Corporate Secretary.

      17. If any provision or any part of any provision of this Agreement is
judicially declared unlawful, each and every other provision, or any part of any
provision, shall continue in full force and effect notwithstanding such judicial
declaration.

      18. No waiver by BCBSA or the Plan of any breach or default in performance
on the part of BCBSA or the Plan or any other licensee of any of the terms,
covenants or conditions of this Agreement shall constitute a waiver of any
subsequent breach or default in performance of said terms, covenants or
conditions.

      19a. All notices provided for hereunder shall be in writing and shall be
sent in duplicate by regular mail to BCBSA or the Plan at the address currently
published for each by BCBSA and shall be marked respectively to the attention of
the President and, if any, the General Counsel, of BCBSA or the Plan.


                                                 Amended as of November 20, 1997
                                      -8b-
<PAGE>

      19b. Except as provided in paragraphs 9(b), 9(d)(iii), 15(a), and 15(b)
above, this Agreement may be terminated for a breach only upon at least 30 days'
written notice to the Plan advising of the specific matters at issue and
granting the Plan an opportunity to be heard and to present its response to the
Member Plans.

      19c. For all provisions of this Agreement referring to voting, the term
'Plans' shall mean all entities licensed under the Blue Cross License Agreement
and/or the Blue Shield License Agreement, and in all votes of the Plans under
this Agreement the Plans shall vote together. For weighted votes of the Plans,
the Plan shall have a number of votes equal to the number of weighted votes (if
any) that it holds as a Blue Cross Plan plus the number of weighted votes (if
any) that it holds as a Blue Shield Plan. For all other votes of the Plans, the
Plan shall have one vote. For all questions requiring an affirmative
three-fourths weighted vote of the Plans, the requirement shall be deemed
satisfied with a lesser weighted vote unless six (6) or more Plans fail to cast
weighted votes in favor of the question.


                                      -8c-
                                                       (The next page is page 9)
                                                     Amended as of June 16, 2000
<PAGE>

      20. Nothing herein contained shall be construed to constitute the parties
hereto as partners or joint venturers, or either as the agent of the other, and
Plan shall have no right to bind or obligate BCBSA in any way, nor shall it
represent that it has any right to do so. BCBSA shall have no liability to third
parties with respect to any aspect of the business, activities, operations,
products, or services of the Plan.

      21. This Agreement shall be governed, construed and interpreted in
accordance with the laws of the State of Illinois.

IN WITNESS WHEREOF, the parties have caused this License Agreement to be
executed, effective as of the date of last signature written below.

BLUE CROSS AND BLUE SHIELD ASSOCIATION

By ___________________________________

Title ________________________________

Date _________________________________

--------------------------------------

By ___________________________________

Title ________________________________

Date _________________________________


                                       -9-
<PAGE>

                                                                       EXHIBIT 1
                                  BLUE SHIELD
                     CONTROLLED AFFILIATE LICENSE AGREEMENT
               (Includes revisions adopted by Member Plans through
                          their March 16, 2001 meeting)

      This Agreement by and among Blue Cross and Blue Shield Association
("BCBSA") and _______ ("Controlled Affiliate"), a Controlled Affiliate of the
Blue Shield Plan(s), known as _________ ("Plan"), which is also a Party
signatory hereto.

      WHEREAS, BCBSA is the owner of the BLUE SHIELD and BLUE SHIELD Design
service marks;

      WHEREAS, Plan and Controlled Affiliate desire that the latter be entitled
to use the BLUE SHIELD and BLUE SHIELD Design service marks (collectively the
"Licensed Marks") as service marks and be entitled to use the term BLUE SHIELD
in a trade name ("Licensed Name");

      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 hereby agree as
follows:

      1. GRANT OF LICENSE

      Subject to the terms and conditions of this Agreement, BCBSA hereby grants
to Controlled Affiliate the right to use the Licensed Marks and Name in
connection with, and only in connection with: (i) health care plans and related
services, as defined in BCBSA's License Agreement with Plan, and administering
the non-health portion of workers' compensation insurance, and (ii) underwriting
the indemnity portion of workers' compensation insurance, provided that
Controlled Affiliate's total premium revenue comprises less than 15 percent of
the sponsoring Plan's net subscription revenue.

This grant of rights is non-exclusive and is limited to the Service Area served
by the Plan. Controlled Affiliate may use the Licensed Marks and Name in its
legal name on the following conditions: (i) the legal name must be approved in
advance, in writing, by BCBSA; (ii) Controlled Affiliate shall not do business
outside the Service Area under any name or mark; and (iii) Controlled Affiliate
shall not use the Licensed Marks and Name, or any derivative thereof, as part of
any name or symbol used to identify itself in any securities market. Controlled
Affiliate may use the Licensed Marks and Name in its Trade Name only with the
prior, written, consent of BCBSA.

      2. QUALITY CONTROL

      A. Controlled Affiliate agrees to use the Licensed Marks and Name only in
connection with the licensed services and further agrees to be bound by the
conditions regarding quality control shown in attached Exhibit A as they may be
amended by BCBSA from time-to-time.

                                                 Amended as of November 16, 2000
<PAGE>

      B. Controlled Affiliate agrees to comply with all applicable federal,
state and local laws.

      C. Controlled Affiliate agrees that it will provide on an annual basis (or
more often if reasonably required by Plan or by BCBSA) a report or reports to
Plan and BCBSA demonstrating Controlled Affiliate's compliance with the
requirements of this Agreement including but not limited to the quality control
provisions of this paragraph and the attached Exhibit A.

      D. Controlled Affiliate agrees that Plan and/or BCBSA may, from
time-to-time, upon reasonable notice, review and inspect the manner and method
of Controlled Affiliate's rendering of service and use of the Licensed Marks and
Name.

      E. As used herein, a Controlled Affiliate is defined as an entity
organized and operated in such a manner, that it meets the following
requirements:

(1) A Plan or Plans authorized to use the Licensed Marks in the Service Area of
the Controlled Affiliate pursuant to separate License Agreement(s) with BCBSA,
other than such Controlled Affiliate's License Agreement(s), (the "Controlling
Plan(s)"), must have the legal authority directly or indirectly through
wholly-owned subsidiaries to select members of the Controlled Affiliate's
governing body having not less than 50% voting control thereof and to:

      (a) prevent any change in the articles of incorporation, bylaws or other
establishing or governing documents of the Controlled Affiliate with which the
Controlling Plan(s) do(es) not concur;

      (b) exercise control over the policy and operations of the Controlled
Affiliate at least equal to that exercised by persons or entities (jointly or
individually) other than the Controlling Plan(s); and

Notwithstanding anything to the contrary in (a) through (b) hereof, the
Controlled Affiliate's establishing or governing documents must also require
written approval by the Controlling Plan(s) before the Controlled Affiliate can:

            (i)    change its legal and/or trade names;

            (ii)   change the geographic area in which it operates;

            (iii)  change any of the type(s) of businesses in which it engages;


                                        2
<PAGE>

            (iv)   create, or become liable for by way of guarantee, any
                   indebtedness, other than indebtedness arising in the ordinary
                   course of business;

            (v)    sell any assets, except for sales in the ordinary course of
                   business or sales of equipment no longer useful or being
                   replaced;

            (vi)   make any loans or advances except in the ordinary course of
                   business;

            (vii)  enter into any arrangement or agreement with any party
                   directly or indirectly affiliated with any of the owners or
                   persons or entities with the authority to select or appoint
                   members or board members of the Controlled Affiliate, other
                   than the Plan or Plans (excluding owners of stock holdings of
                   under 5% in a publicly traded Controlled Affiliate);

            (viii) conduct any business other than under the Licensed Marks and
                   Name;

            (ix)   take any action that any Controlling Plan or BCBSA reasonably
                   believes will adversely affect the Licensed Marks and Name.

In addition, a Plan or Plans directly or indirectly through wholly owned
subsidiaries shall own at least 50% of any for-profit Controlled Affiliate.

                                       Or

(2) A Plan or Plans authorized to use the Licensed Marks in the Service Area of
the Controlled Affiliate pursuant to separate License Agreement(s) with BCBSA,
other than such Controlled Affiliate's License Agreement(s), (the "Controlling
Plan(s)"), have the legal authority directly or indirectly through wholly-owned
subsidiaries to select members of the Controlled Affiliate's governing body
having more than 50% voting control thereof and to:

      (a)   prevent any change in the articles of incorporation, bylaws or other
            establishing or governing documents of the Controlled Affiliate with
            which the Controlling Plan(s) do(es) not concur;

      (b)   exercise control over the policy and operations of the Controlled
            Affiliate.


                                        3
<PAGE>

In addition, a Plan or Plans directly or indirectly through wholly-owned
subsidiaries shall own at least 50% of any for-profit Controlled Affiliate.

      3. SERVICE MARK USE

      A. Controlled Affiliate recognizes the importance of a comprehensive
national network of independent BCBSA licensees which are committed to
strengthening the Licensed Marks and Name. The Controlled Affiliate further
recognizes that its actions within its Service Area may affect the value of the
Licensed Marks and Name nationwide.

      B. Controlled Affiliate shall at all times make proper service mark use of
the Licensed Marks and Name, including but not limited to use of such symbols or
words as BCBSA shall specify to protect the Licensed Marks and Name and shall
comply with such rules (generally applicable to Controlled Affiliates licensed
to use the Licensed Marks and Name) relative to service mark use, as are issued
from time-to-time by BCBSA. Controlled Affiliate recognizes and agrees that all
use of the Licensed Marks and Name by Controlled Affiliate shall inure to the
benefit of BCBSA.

      C. Controlled Affiliate may not directly or indirectly use the Licensed
Marks and Name in a manner that transfers or is intended to transfer in the
Service Area the goodwill associated therewith to another mark or name, nor may
Controlled Affiliate engage in activity that may dilute or tarnish the unique
value of the Licensed Marks and Name.

      D. If Controlled Affiliate meets the standards of 2E(1) but not 2E(2)
above and any of Controlled Affiliate's advertising or promotional material is
reasonably determined by BCBSA and/or the Plan to be in contravention of rules
and regulations governing the use of the Licensed Marks and Name, Controlled
Affiliate shall for ninety (90) days thereafter obtain prior approval from BCBSA
of advertising and promotional efforts using the Licensed Marks and Name,
approval or disapproval thereof to be forthcoming within five (5) business days
of receipt of same by BCBSA or its designee. In all advertising and promotional
efforts, Controlled Affiliate shall observe the Service Area limitations
applicable to Plan.

      E. Controlled Affiliate shall use its best efforts in the Service Area to
promote and build the value of the Licensed Marks and Name.


                                        4
<PAGE>

      4. SUBLICENSING AND ASSIGNMENT

      Controlled Affiliate shall not, directly or indirectly, sublicense,
transfer, hypothecate, sell, encumber or mortgage, by operation of law or
otherwise, the rights granted hereunder and any such act shall be voidable at
the sole option of Plan or BCBSA. This Agreement and all rights and duties
hereunder are personal to Controlled Affiliate.

      5. INFRINGEMENT

      Controlled Affiliate shall promptly notify Plan and Plan shall promptly
notify BCBSA of any suspected acts of infringement, unfair competition or
passing off that may occur in relation to the Licensed Marks and Name.
Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any
actions or institute any proceedings to prevent infringement, unfair competition
or passing off by third parties. Controlled Affiliate agrees to render to Plan
and BCBSA, without charge, all reasonable assistance in connection with any
matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

      6. LIABILITY INDEMNIFICATION

      Controlled Affiliate and Plan hereby agree to save, defend, indemnify and
hold BCBSA harmless from and against all claims, damages, liabilities and costs
of every kind, nature and description (except those arising solely as a result
of BCBSA's negligence) that may arise as a result of or related to Controlled
Affiliate's rendering of services under the Licensed Marks and Name.

      7. LICENSE TERM

      A. Except as otherwise provided herein, the license granted by this
Agreement shall remain in effect for a period of one (1) year and shall be
automatically extended for additional one (1) year periods unless terminated
pursuant to the provisions herein.

      B. This Agreement and all of Controlled Affiliate's rights hereunder shall
immediately terminate without any further action by any party or entity in the
event that Plan ceases to be authorized to use the Licensed Marks and Name.

      C. Notwithstanding any other provision of this Agreement, this license to
use the Licensed Marks and Name may be forthwith terminated by the Plan or the
affirmative vote of the majority of the Board of Directors of BCBSA present and
voting at a special meeting expressly called by BCBSA for the purpose on ten
(10) days written notice to the Plan advising of the specific matters at issue
and granting the Plan an opportunity to be heard and to present its response to


                                       5
<PAGE>

the Board for: (1) failure to comply with any applicable minimum capital or
liquidity requirement under the quality control standards of this Agreement; or
(2) failure to comply with the "Organization and Governance" quality control
standard of this Agreement; or (3) impending financial insolvency; or (4) for a
Smaller Controlled Affiliate (as defined in Exhibit A), failure to comply with
any of the applicable requirements of Standards 2, 3, 4, 5 or 7 of attached
Exhibit A; or (5) the pendency of any action instituted against the Controlled
Affiliate seeking its dissolution or liquidation of its assets or seeking
appointment of a trustee, interim trustee, receiver or other custodian for any
of its property or business or seeking the declaration or establishment of a
trust for any of its property or business, unless this Controlled Affiliate
License Agreement has been earlier terminated under paragraph 7(e); or (6)
failure by a Controlled Affiliate that meets the standards of 2E(1) but not
2E(2) above to obtain BCBSA's written consent to a change in the identity of any
owner, in the extent of ownership, or in the identity of any person or entity
with the authority to select or appoint members or board members, provided that
as to publicly traded Controlled Affiliates this provision shall apply only if
the change affects a person or entity that owns at least 5% of the Controlled
Affiliate's stock before or after the change; or (7) such other reason as is
determined in good faith immediately and irreparably to threaten the integrity
and reputation of BCBSA, the Plans, any other licensee including Controlled
Affiliate and/or the Licensed Marks and Name.

      D. Except as otherwise provided in Paragraphs 7(B), 7(C) or 7(E) herein,
should Controlled Affiliate fail to comply with the provisions of this Agreement
and not cure such failure within thirty (30) days of receiving written notice
thereof (or commence a cure within such thirty day period and continue diligent
efforts to complete the cure if such curing cannot reasonably be completed
within such thirty day period) BCBSA or the Plan shall have the right to issue a
notice that the Controlled Affiliate is in a state of noncompliance. If a state
of noncompliance as aforesaid is undisputed by the Controlled Affiliate or is
found to exist by a mandatory dispute resolution panel and is uncured as
provided above, BCBSA shall have the right to seek judicial enforcement of the
Agreement or to issue a notice of termination thereof. Notwithstanding any other
provisions of this Agreement, any disputes as to the termination of this License
pursuant to Paragraphs 7(B), 7(C) or 7(E) of this Agreement shall not be subject
to mediation and mandatory dispute resolution. All other disputes between BCBSA,
the Plan and/or Controlled Affiliate shall be submitted promptly to mediation
and mandatory dispute resolution. The mandatory dispute resolution panel shall
have authority to issue orders for specific performance and assess monetary
penalties. Except, however, as provided in Paragraphs 7(B) and 7(E) of this
Agreement, this license to use the Licensed Marks and Name may not be finally
terminated for any reason without the affirmative vote of a majority of the
present and voting members of the Board of Directors of BCBSA.


                                        6
<PAGE>

      E. This Agreement and all of Controlled Affiliate's rights hereunder shall
immediately terminate without any further action by any party or entity in the
event that:

      (1) Controlled Affiliate shall no longer comply with item 2(E) above;

      (2) Appropriate dues, royalties and other payments for Controlled
Affiliate pursuant to paragraph 9 hereof, which are the royalties for this
License Agreement, are more than sixty (60) days in arrears to BCBSA; or

      (3) Any of the following events occur: (i) a voluntary petition shall be
filed by Controlled Affiliate seeking bankruptcy, reorganization, arrangement
with creditors or other relief under the bankruptcy laws of the United States or
any other law governing insolvency or debtor relief, or (ii) an involuntary
petition or proceeding shall be filed against Controlled Affiliate seeking
bankruptcy, reorganization, arrangement with creditors or other relief under the
bankruptcy laws of the United States or any other law governing insolvency or
debtor relief and such petition or proceeding is consented to or acquiesced in
by Controlled Affiliate or is not dismissed within sixty (60) days of the date
upon which the petition or other document commencing the proceeding is served
upon the Controlled Affiliate, or (iii) an order for relief is entered against
Controlled Affiliate in any case under the bankruptcy laws of the United States,
or Controlled Affiliate is adjudged bankrupt or insolvent as those terms are
defined in the Uniform Commercial Code as enacted in the State of Illinois by
any court of competent jurisdiction, or (iv) Controlled Affiliate makes a
general assignment of its assets for the benefit of creditors, or (v) the
Department of Insurance or other regulatory agency assumes control of Controlled
Affiliate or delinquency proceedings (voluntary or involuntary) are instituted,
or (vi) an action is brought by Controlled Affiliate seeking its dissolution or
liquidation of its assets or seeking the appointment of a trustee, interim
trustee, receiver or other custodian for any of its property or business, or
(vii) an action is instituted by any governmental entity or officer against
Controlled Affiliate seeking its dissolution or liquidation of its assets or
seeking the appointment of a trustee, interim trustee, receiver or other
custodian for any of its property or business and such action is consented to or
acquiesced in by Controlled Affiliate or is not dismissed within one hundred
thirty (130) days of the date upon which the pleading or other document
commencing the action is served upon the Controlled Affiliate, provided that if
the action is stayed or its prosecution is enjoined, the one hundred thirty
(130) day period is tolled for the duration of the stay or injunction, and
provided further, that the Association's Board of Directors may toll or extend
the 130 day period at any time prior to its expiration, or (viii) a trustee,
interim trustee, receiver or other custodian for any of Controlled Affiliate's
property or business is appointed or the Controlled Affiliate is ordered
dissolved or liquidated. Notwithstanding any other provision of this Agreement,


                                        7
<PAGE>

a declaration or a request for declaration of the existence of a trust over any
of the Controlled Affiliate's property or business shall not in itself be deemed
to constitute or seek appointment of a trustee, interim trustee, receiver or
other custodian for purposes of subparagraphs 7(e)(3)(vii) and (viii) of this
Agreement.

      F. Upon termination of this Agreement for cause or otherwise, Controlled
Affiliate agrees that it shall immediately discontinue all use of the Licensed
Marks and Name, including any use in its trade name.

      G. Upon termination of this Agreement, Controlled Affiliate shall
immediately notify all of its customers that it is no longer a licensee of BCBSA
and, if directed by the Association's Board of Directors, shall provide
instruction on how the customer can contact BCBSA or a designated licensee to
obtain further information on securing coverage. The notification required by
this paragraph shall be in writing and in a form approved by BCBSA. The BCBSA
shall have the right to audit the terminated entity's books and records to
verify compliance with this paragraph.

      H. In the event this Agreement terminates pursuant to 7(b) hereof, or in
the event the Controlled Affiliate is a Larger Controlled Affiliate (as defined
in Exhibit A), upon termination of this Agreement, the provisions of Paragraph
7.G. shall not apply and the following provisions shall apply:

      (1) The Controlled Affiliate shall send a notice through the U.S. mails,
with first class postage affixed, to all individual and group customers,
providers, brokers and agents of products or services sold, marketed,
underwritten or administered by the Controlled Affiliate under the Licensed
Marks and Name. The form and content of the notice shall be specified by BCBSA
and shall, at a minimum, notify the recipient of the termination of the license,
the consequences thereof, and instructions for obtaining alternate products or
services licensed by BCBSA. This notice shall be mailed within 15 days after
termination.

      (2) The Controlled Affiliate shall deliver to BCBSA within five days of a
request by BCBSA a listing of national accounts in which the Controlled
Affiliate is involved (in a control, participating or servicing capacity),
identifying the national account and the Controlled Affiliate's role therein.

      (3) Unless the cause of termination is an event respecting BCBSA stated in
paragraph 15(a) or (b) of the Plan's license agreement with BCBSA to use the
Licensed Marks and Name, the Controlled Affiliate, the Plan, and any other
Licensed Controlled Affiliates of the Plan shall be jointly liable for payment
to BCBSA of an amount equal to $25 multiplied by the number of Licensed
Enrollees of the Controlled Affiliate; provided that if any other Plan is
permitted by BCBSA to use marks or names licensed by BCBSA in the Service Area


                                        8
<PAGE>

established by this Agreement, the payment shall be multiplied by a fraction,
the numerator of which is the number of Licensed Enrollees of the Controlled
Affiliate, the Plan, and any other Licensed Controlled Affiliates and the
denominator of which is the total number of Licensed Enrollees in the Service
Area. Licensed Enrollee means each and every person and covered dependent who is
enrolled as an individual or member of a group receiving products or services
sold, marketed or administered under marks or names licensed by BCBSA as
determined at the earlier of (i) the end of the last fiscal year of the
terminated entity which ended prior to termination or (ii) the fiscal year which
ended before any transactions causing the termination began. Notwithstanding the
foregoing, the amount payable pursuant to this subparagraph H. (3) shall be due
only to the extent that, in BCBSA's opinion, it does not cause the net worth of
the Controlled Affiliate, the Plan or any other Licensed Controlled Affiliates
of the Plan to fall below 100% of the capital benchmark formula, or its
equivalent under any successor formula, as set forth in the applicable financial
responsibility standards established by BCBSA (provided such equivalent is
approved for purposes of this subparagraph by the affirmative vote of
three-fourths of the Plans and three-fourths of the total then current weighted
vote of all the Plans); measured as of the date of termination, and adjusted for
the value of any transactions not made in the ordinary course of business. This
payment shall not be due in connection with transactions exclusively by or among
Plans or their affiliates, including reorganizations, combinations or mergers,
where the BCBSA Board of Directors determines that the license termination does
not result in a material diminution in the number of Licensed Enrollees or the
extent of their coverage.

      (4) BCBSA shall have the right to audit the books and records of the
Controlled Affiliate, the Plan, and any other Licensed Controlled Affiliates of
the Plan to verify compliance with this paragraph 7.H.

      (5) As to a breach of 7.H.(1), (2), (3) or (4), the parties agree that the
obligations are immediately enforceable in a court of competent jurisdiction. As
to a breach of 7.H.(1), (2) or (4) by the Controlled Affiliate, the parties
agree there is no adequate remedy at law and BCBSA is entitled to obtain
specific performance.

      I. In the event the Controlled Affiliate is a Smaller Controlled Affiliate
(as defined in Exhibit A), the Controlled Affiliate agrees to be jointly liable
for the amount described in H.3. hereof upon termination of the BCBSA license
agreement of any Larger Controlled Affiliate of the Plan.

      J. BCBSA shall be entitled to enjoin the Controlled Affiliate or any
related party in a court of competent jurisdiction from entry into any
transaction which would result in a termination of this Agreement unless the
Plan's license from BCBSA to use the Licensed Marks and Names has been
terminated


                                        9
<PAGE>

pursuant to 10(d) of the Plan's license agreement upon the required 6 month
written notice.

      K. BCBSA acknowledges that it is not the owner of assets of the Controlled
Affiliate.

      L. In the event that the Plan has more than 50 percent voting control of
the Controlled Affiliate under Paragraph 2(E)(2) above and is a Larger
Controlled Affiliate (as defined in Exhibit A), then the vote called for in
Paragraphs 7(C) and 7(D) above shall require the affirmative vote of
three-fourths of the Plans and three-fourths of the total then current weighted
vote of all the Plans.

      8. DISPUTE RESOLUTION

      The parties agree that any disputes between them or between or among
either of them and one or more Plans or Controlled Affiliates of Plans that use
in any manner the Blue Shield and Blue Shield Marks and Name are subject to the
Mediation and Mandatory Dispute Resolution process attached to and made a part
of Plan's License from BCBSA to use the Licensed Marks and Name as Exhibits 5,
5A and 5B as amended from time-to-time, which documents are incorporated herein
by reference as though fully set forth herein.

      9. LICENSE FEE

      Controlled Affiliate will pay to BCBSA a fee for this License determined
pursuant to the formula(s) set forth in Exhibit B.

      10. JOINT VENTURE

      Nothing contained in the Agreement shall be construed as creating a joint
venture, partnership, agency or employment relationship between Plan and
Controlled Affiliate or between either and BCBSA.


                                                    Amended as of March 11, 1999
                                       10
<PAGE>

      11. NOTICES AND CORRESPONDENCE

      Notices regarding the subject matter of this Agreement or breach or
termination thereof shall be in writing and shall be addressed in duplicate to
the last known address of each other party, marked respectively to the attention
of its President and, if any, its General Counsel.

      12. COMPLETE AGREEMENT

      This Agreement contains the complete understandings of the parties in
relation to the subject matter hereof. This Agreement may only be amended by the
affirmative vote of three-fourths of the Plans and three-fourths of the total
then current weighted vote of all the Plans as officially recorded by the BCBSA
Corporate Secretary.

      13. SEVERABILITY

      If any term of this Agreement is held to be unlawful by a court of
competent jurisdiction, such findings shall in no way affect the remaining
obligations of the parties hereunder and the court may substitute a lawful term
or condition for any unlawful term or condition so long as the effect of such
substitution is to provide the parties with the benefits of this Agreement.

      14. NONWAIVER

      No waiver by BCBSA of any breach or default in performance on the part of
Controlled Affiliate or any other licensee of any of the terms, covenants or
conditions of this Agreement shall constitute a waiver of any subsequent breach
or default in performance of said terms, covenants or conditions.

      14A. VOTING

For all provisions of this Agreement referring to voting, the term `Plans' shall
mean all entities licensed under the Blue Cross License Agreement and/or the
Blue Shield License Agreement, and in all votes of the Plans under this
Agreement the Plans shall vote together. For weighted votes of the Plans, the
Plan shall have a number of votes equal to the number of weighted votes (if any)
that it holds as a Blue Cross Plan plus the number of weighted votes (if any)
that it holds as a Blue Shield Plan. For all other votes of the Plans, the Plan
shall have one vote. For all questions requiring an affirmative three-fourths
weighted vote of the Plans, the requirement shall be deemed satisfied with a
lesser weighted vote unless six (6) or more Plans fail to cast weighted votes in
favor of the question.


                                                     Amended as of June 16, 2000
                                       11
<PAGE>

                       THIS PAGE IS INTENTIONALLY BLANK.


                                       12
<PAGE>

      15. GOVERNING LAW

      This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Illinois.

      16. HEADINGS

      The headings inserted in this agreement are for convenience only and shall
have no bearing on the interpretation hereof.

      IN WITNESS WHEREOF, the parties have caused this License Agreement to be
executed and effective as of the date of last signature written below.

Controlled Affiliate:

By: ___________________________________

Date: _________________________________

Plan:

By: ___________________________________

Date: _________________________________

BLUE CROSS AND BLUE SHIELD ASSOCIATION

By: ___________________________________

Date: _________________________________


                                       13
<PAGE>

EXHIBIT A

CONTROLLED AFFILIATE LICENSE STANDARDS
March 2001

PREAMBLE

The standards for licensing Controlled Affiliates are established by BCBSA and
are subject to change from time-to-time upon the affirmative vote of
three-fourths (3/4) of the Plans and three-fourths (3/4) of the total weighted
vote. Each licensed Plan is required to use a standard Controlled Affiliate
license form provided by BCBSA and to cooperate fully in assuring that the
licensed Controlled Affiliate maintains compliance with the license standards.

The Controlled Affiliate License provides a flexible vehicle to accommodate the
potential range of health and workers' compensation related products and
services Plan Controlled Affiliates provide. The Controlled Affiliate License
collapses former health Controlled Affiliate licenses (HCC, HMO, PPO, TPA, and
IDS) into a single license using the following business-based criteria to
provide a framework for license standards:

 o Percent of Controlled Affiliate controlled by parent: Greater than 50 percent
   or 50 percent?

 o Risk assumption:  yes or no?

 o Medical care delivery:  yes or no?

 o Size of the Controlled Affiliate: If the Controlled Affiliate has health or
   workers' compensation administration business, does such business constitute
   15 percent or more of the parent's and other licensed health subsidiaries'
   contract enrollment?


                                    14
<PAGE>

EXHIBIT A (continued)

For purposes of definition:

o     A "smaller Controlled Affiliate:" (1) comprises less than fifteen percent
      (15%) of Plan's and its licensed Controlled Affiliates' total contract
      enrollment (as reported on the BCBSA Quarterly Enrollment Report,
      excluding rider and freestanding coverage, and treating an entity seeking
      licensure as licensed);* or (2) underwrites the indemnity portion of
      workers' compensation insurance and has total premium revenue less than 15
      percent of the sponsoring Plan's net subscription revenue.

o     A "larger Controlled Affiliate" comprises fifteen percent (15%) or more of
      Plan's and its licensed Controlled Affiliates' total contract enrollment
      (as reported on the BCBSA Quarterly Enrollment Report, excluding rider and
      freestanding coverage, and treating an entity seeking licensure as
      licensed.)*

Changes in Controlled Affiliate status:

If any Controlled Affiliate's status changes regarding: its Plan ownership
level, its risk acceptance or direct delivery of medical care, the Controlled
Affiliate shall notify BCBSA within thirty (30) days of such occurrence in
writing and come into compliance with the applicable standards within six (6)
months.

If a smaller Controlled Affiliate's health and workers' compensation
administration business reaches or surpasses fifteen percent (15%) of the total
contract enrollment of the Plan and licensed Controlled Affiliates, the
Controlled Affiliate shall:


                                       15
<PAGE>

EXHIBIT A (continued)

1.    Within thirty (30) days, notify BCBSA of this fact in writing, including
      evidence that the Controlled Affiliate meets the minimum liquidity and
      capital (BCBSA "Managed Care Organizations Risk-Based Capital (MCO-RBC)"
      as defined by the NAIC and state-established minimum reserve) requirements
      of the larger Controlled Affiliate Financial Responsibility standard; and

2.    Within six (6) months after reaching or surpassing the fifteen percent
      (15%) threshold, demonstrate compliance with all license requirements for
      a larger Controlled Affiliate.

If a Controlled Affiliate that underwrites the indemnity portion of workers'
compensation insurance receives a change in rating or proposed change in rating,
the Controlled Affiliate shall notify BCBSA within 30 days of notification by
the external rating agency.

----------

*For purposes of this calculation,

The numerator equals:

Applicant Controlled Affiliate's contract enrollment, as defined in BCBSA's
Quarterly Enrollment Report (excluding rider and freestanding coverage).

The denominator equals:

Numerator PLUS Plan and all other licensed Controlled Affiliates' contract
enrollment, as reported in BCBSA's Quarterly Enrollment Report (excluding rider
and freestanding coverage).

                                                               November 16, 2000


                                       16
<PAGE>

EXHIBIT A (continued)

                  STANDARDS FOR LICENSED CONTROLLED AFFILIATES

As described in Preamble section of Exhibit A to the Affiliate License
Agreement, each controlled affiliate seeking licensure must answer four
questions. Depending on the controlled affiliate's answers, certain standards
apply:

1.    What percent of the controlled affiliate is controlled by the parent Plan?
--------------------------------------------------------------------------------
     More than 50%                 50%              100% and Primary Business is
                                                         Government Non-Risk

         | |                       | |                          | |
          V                         V                            V

     Standard 1A, 4            Standard 1B, 4
                                                          Standard 4*,10A

--------------------------------------------------------------------------------
* Applicable only if using the names and marks.

                                  IN ADDITION,

2. Is risk being assumed?
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                Yes                                                              No
       /  /                     | |                   \  \              /  /                     | |                   \  \
        V                        V                      V                V                        V                      V

<S>                    <C>                    <C>                    <C>                    <C>                    <C>
Controlled Affiliate   Controlled Affiliate   Controlled Affiliate   Controlled Affiliate   Controlled Affiliate   Controlled
underwrites any        comprises less than    comprises >= 15% of    comprises less than    comprises >= 15% of    Affiliate's
indemnity portion      15% of total contract  total contract         15% of total contract  total contract         Primary Business
of workers'            enrollment of Plan     enrollment of Plan     enrollment of Plan     enrollment of Plan     is Government
compensation           and its licensed       and its licensed       and its licensed       and its licensed       Non-Risk
insurance              affiliates, and does   affiliates, and does   affiliates             affiliates
       | |             not underwrite the     not underwrite the                                                       | |
        V              indemnity portion of   indemnity portion of       | |                     | |                    V
Standards 7A-7E        workers'               workers'                    V                       V
                       compensation           compensation
                       insurance              insurance              Standard 2             Standard 6H            Standard 10B
                                                                     (Guidelines 1.1,1.3)
                           | |                    | |
                            V                      V

                       Standard 2             Standard 6H
                      (Guidelines 1.1,1.2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  IN ADDITION,

3. Is medical care being directly provided?
--------------------------------------------------------------------------------
                  Yes                                     No

                  | |                                     | |
                   V                                       V

              Standard 3A                             Standard 3B
--------------------------------------------------------------------------------

                                  IN ADDITION,

4. If the controlled affiliate has health or workers' compensation
administration business, does such business comprise 15% or more of the total
contract enrollment of Plan and its licensed controlled affiliates?

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
         Yes                                                   No
                                           /  /               | |                     \  \
         | |                                V                  V                        V
          V

     <S>                     <C>                          <C>                     <C>
     Standards 6A-6I         Controlled Affiliate is      Controlled              Controlled Affiliate's
                             a former primary             Affiliate is not a      Primary Business is
                             licensee                     former primary          Government Non-Risk
                                                          licensee

                                                                                        | |
                                        | |                   | |                        V
                                         V                     V
                                                                                  Standards 8, 10(C)
                                 Standards 5,8,9          Standards 5,8
----------------------------------------------------------------------------------------------------------
</TABLE>


                                       17
<PAGE>

EXHIBIT A (continued)

Standard 1 - Organization and Governance

1A.) The Standard for more than 50% Plan control is:

A Controlled Affiliate shall be organized and operated in such a manner that a
licensed Plan or Plans authorized to use the Licensed Marks in the Service Area
of the Controlled Affiliate pursuant to separate License Agreement(s) with
BCBSA, other than such Controlled Affiliate's License Agreement(s), (the
"Controlling Plan(s)"), have the legal authority, directly or indirectly through
wholly-owned subsidiaries: 1) to select members of the Controlled Affiliate's
governing body having more than 50% voting control thereof; and 2) to prevent
any change in the articles of incorporation, bylaws or other establishing or
governing documents of the Controlled Affiliate with which the Controlling
Plan(s) do(es) not concur; and 3) to exercise control over the policy and
operations of the Controlled Affiliate. In addition, a Plan or Plans directly or
indirectly through wholly-owned subsidiaries shall own more than 50% of any
for-profit Controlled Affiliate.

1B.) The Standard for 50% Plan control is:

A Controlled Affiliate shall be organized and operated in such a manner that a
licensed Plan or Plans authorized to use the Licensed Marks in the Service Area
of the Controlled Affiliate pursuant to separate License Agreement(s) with
BCBSA, other than such Controlled Affiliate's License Agreement(s), (the
"Controlling Plan(s)"), have the legal authority, directly or indirectly through
wholly-owned subsidiaries:

1)    to select members of the Controlled Affiliate's governing body having not
      less than 50% voting control thereof; and

2)    to prevent any change in the articles of incorporation, bylaws or other
      establishing or governing documents of the Controlled Affiliate with which
      the Controlling Plan(s) do(es) not concur; and

3)    to exercise control over the policy and operations of the Controlled
      Affiliate at least equal to that exercised by persons or entities (jointly
      or individually) other than the Controlling Plan(s).


                                       18
<PAGE>

Notwithstanding anything to the contrary in 1) through 3) hereof, the Controlled
Affiliate's establishing or governing documents must also require written
approval by the Controlling Plan(s) before the Controlled Affiliate can:

      o     change the geographic area in which it operates

      o     change its legal and/or trade names

      o     change any of the types of businesses in which it engages

      o     create, or become liable for by way of guarantee, any indebtedness,
            other than indebtedness arising in the ordinary course of business

      o     sell any assets, except for sales in the ordinary course of business
            or sales of equipment no longer useful or being replaced

      o     make any loans or advances except in the ordinary course of business

      o     enter into any arrangement or agreement with any party directly or
            indirectly affiliated with any of the owners or persons or entities
            with the authority to select or appoint members or board members of
            the Controlled Affiliate, other than the Plan or Plans (excluding
            owners of stock holdings of under 5% in a publicly traded Controlled
            Affiliate)

      o     conduct any business other than under the Licensed Marks and Name

      o     take any action that any Controlling Plan or BCBSA reasonably
            believes will adversely affect the Licensed Marks and Name.

In addition, a Plan or Plans directly or indirectly through wholly-owned
subsidiaries shall own at least 50% of any for-profit Controlled Affiliate.


                                       19
<PAGE>

EXHIBIT A (continued)

Standard 2 - Financial Responsibility

A Controlled Affiliate shall be operated in a manner that provides reasonable
financial assurance that it can fulfill all of its contractual obligations to
its customers. If a risk-assuming Controlled Affiliate ceases operations for any
reason, Blue Cross and/or Blue Cross Plan coverage will be offered to all
Controlled Affiliate subscribers without exclusions, limitations or conditions
based on health status. If a nonrisk-assuming Controlled Affiliate ceases
operations for any reason, sponsoring Plan(s) will provide for services to its
(their) customers.

Standard 3 - State Licensure/Certification

3A.)  The Standard for a Controlled Affiliate that employs, owns or contracts on
      a substantially exclusive basis for medical services is:

A Controlled Affiliate shall maintain unimpaired licensure or certification for
its medical care providers to operate under applicable state laws.

3B.)  The Standard for a Controlled Affiliate that does not employ, own or
      contract on a substantially exclusive basis for medical services is:

A Controlled Affiliate shall maintain unimpaired licensure or certification to
operate under applicable state laws.

Standard 4 - Certain Disclosures

A Controlled Affiliate shall make adequate disclosure in contracting with third
parties and in disseminating public statements of 1) the structure of the Blue
Cross and Blue Shield System; and 2) the independent nature of every licensee;
and 3) the Controlled Affiliate's financial condition.

Standard 5 - Reports and Records for Certain Smaller Controlled Affiliates

For a smaller Controlled Affiliate that does not underwrite the indemnity
portion of workers' compensation insurance, the Standard is:


                                       20
<PAGE>

EXHIBIT A (continued)

A Controlled Affiliate and/or its licensed Plan(s) shall furnish, on a timely
and accurate basis, reports and records relating to these Standards and the
License Agreements between BCBSA and Controlled Affiliate.

Standard 6 - Other Standards for Larger Controlled Affiliates

Standards 6(A) - (I) that follow apply to larger Controlled Affiliates.

Standard 6(A): Board of Directors

A Controlled Affiliate Governing Board shall act in the interest of its
Corporation in providing cost-effective health care services to its customers. A
Controlled Affiliate shall maintain a governing Board, which shall control the
Controlled Affiliate, composed of a majority of persons other than providers of
health care services, who shall be known as public members. A public member
shall not be an employee of or have a financial interest in a health care
provider, nor be a member of a profession which provides health care services.

Standard 6(B): Responsiveness to Customers

A Controlled Affiliate shall be operated in a manner responsive to customer
needs and requirements.

Standard 6(C): Participation in National Programs

A Controlled Affiliate shall effectively and efficiently participate in each
national program as from time to time may be adopted by the Member Plans for the
purposes of providing portability of membership between the licensees and ease
of claims processing for customers receiving benefits outside of the Controlled
Affiliate's Service Area.

Such programs are applicable to licensees, and include:

1.    Transfer Program;

2.    BlueCard Program;


                                       21
<PAGE>

EXHIBIT A (continued)

3.    Inter-Plan Teleprocessing System (ITS); and

4.    Electronic Claims Routing Process.

Standard 6(D): Financial Performance Requirements

In addition to requirements under the national programs listed in Standard 6C:
Participation in National Programs, a Controlled Affiliate shall take such
action as required to ensure its financial performance in programs and contracts
of an inter-licensee nature or where BCBSA is a party.

Standard 6(E): Cooperation with Plan Performance Response Process

A Controlled Affiliate shall cooperate with BCBSA's Board of Directors and its
Plan Performance and Financial Standards Committee in the administration of the
Plan Performance Response Process and in addressing Controlled Affiliate
performance problems identified thereunder.

Standard 6(F): Independent Financial Rating

A Controlled Affiliate shall obtain a rating of its financial strength from an
independent rating agency approved by BCBSA's Board of Directors for such
purpose.

Standard 6(G): Best Efforts

During each year, a Controlled Affiliate shall use its best efforts in the
designated Service Area to promote and build the value of the Blue Cross Mark.

Standard 6(H): Financial Responsibility

A Controlled Affiliate shall be operated in a manner that provides reasonable
financial assurance that it can fulfill all of its contractual obligations to
its customers.

                                                          Amended March 10, 2000


                                       22
<PAGE>

EXHIBIT A (continued)

Standard 6(I): Reports and Records

A Controlled Affiliate shall furnish to BCBSA on a timely and accurate basis
reports and records relating to compliance with these Standards and the License
Agreements between BCBSA and Controlled Affiliate. Such reports and records are
the following:

A)    BCBSA Controlled Affiliate Licensure Information Request; and

B)    Biennial trade name and service mark usage material, including disclosure
      material; and

C)    Changes in the ownership and governance of the Controlled Affiliate,
      including changes in its charter, articles of incorporation, or bylaws,
      changes in a Controlled Affiliate's Board composition, or changes in the
      identity of the Controlled Affiliate's Principal Officers, and changes in
      risk acceptance, contract growth, or direct delivery of medical care; and

D)    Quarterly Financial Report, Semi-annual "Managed Care Organizations
      Risk-Based Capital (MCO-RBC) Report" as defined by the NAIC, Annual
      Financial Forecast, Annual Certified Audit Report, Insurance Department
      Examination Report, Annual Statement filed with State Insurance Department
      (with all attachments), and

E)    Quarterly Enrollment Report, Semi-Annual Benefit Cost Management Report.

                                                       Amended November 16, 2000


                                       23
<PAGE>

EXHIBIT A (continued)

Standard 6(J): Control by Unlicensed Entities Prohibited

No Controlled Affiliate shall cause or permit an entity other than a Plan or a
Licensed Controlled Affiliate thereof to obtain control of the Controlled
Affiliate or to acquire a substantial portion of its assets related to
licensable services.

Standard 7 - Other Standards for Risk-Assuming Workers' Compensation Controlled
Affiliates

Standards 7(A) - (E) that follow apply to Controlled Affiliates that underwrite
the indemnity portion of workers' compensation insurance.

Standard 7 (A): Financial Responsibility

A Controlled Affiliate shall be operated in a manner that provides reasonable
financial assurance that it can fulfill all of its contractual obligations to
its customers.

Standard 7(B): Reports and Records

A Controlled Affiliate shall furnish, on a timely and accurate basis, reports
and records relating to compliance with these Standards and the License
Agreements between BCBSA and the Controlled Affiliate. Such reports and records
are the following:

A.    BCBSA Controlled Affiliate Licensure Information Request; and

B.    Biennial trade name and service mark usage materials, including disclosure
      materials; and

C.    Annual Certified Audit Report, Annual Statement as filed with the State
      Insurance Department (with all attachments), Annual NAIC's Risk-Based
      Capital Worksheets for Property and Casualty Insurers, Annual Financial
      Forecast; and

                                                           Amended June 16, 2000


                                       24
<PAGE>

EXHIBIT A (continued)

      Quarterly Financial Report, Quarterly Estimated Risk-Based Capital for
      Property and Casualty Insurers, Insurance Department Examination Report.

D.    Notification of all changes and proposed changes to independent ratings
      within 30 days of receipt and submission of a copy of all rating reports;
      and

E.    Changes in the ownership and governance of the Controlled Affiliate
      including changes in its charter, articles of incorporation, or bylaws,
      changes in a Controlled Affiliate's Board composition, Plan control, state
      license status, operating area, the Controlled Affiliate's Principal
      Officers or direct delivery of medical care.

Standard 7(C): Loss Prevention

A Controlled Affiliate shall apply loss prevention protocol to both new and
existing business.

Standard 7(D): Claims Administration

A Controlled Affiliate shall maintain an effective claims administration process
that includes all the necessary functions to assure prompt and proper resolution
of medical and indemnity claims.

Standard 7(E): Disability and Provider Management

A Controlled Affiliate shall arrange for the provision of appropriate and
necessary medical and rehabilitative services to facilitate early intervention
by medical professionals and timely and appropriate return to work.

                                                       Amended November 16, 2000


                                       25
<PAGE>

EXHIBIT A (continued)

Standard 8 - Cooperation with Controlled Affiliate License Performance Response
Process Protocol

A Controlled Affiliate and its Sponsoring Plan(s) shall cooperate with BCBSA's
Board of Directors and its Plan Performance and Financial Standards Committee in
the administration of the Controlled Affiliate License Performance Response
Process Protocol (ALPRPP) and in addressing Controlled Affiliate compliance
problems identified thereunder.

Standard 9 - Participation in National Programs by Smaller Controlled Affiliates

A smaller Controlled Affiliate for which this standard applies pursuant to the
Preamble section of Exhibit A of the Controlled Affiliate License Agreement
shall effectively and efficiently participate in certain national programs from
time to time as may be adopted by Member Plans for the purposes of providing
ease of claims processing for customers receiving benefits outside of the
Controlled Affiliate's service area and be subject to certain relevant financial
and reporting requirements.

A.    National program requirements include:

      o     BlueCard Program;

      o     Inter-Plan Teleprocessing System (ITS);

      o     Transfer Program; and

      o     Electronic Claims Routing Process.

B.    Financial Requirements include:

      o     Standard 6(D): Financial Performance Requirements and Standard 6(H):
            Financial Responsibility; or

      o     A financial guarantee covering the Controlled Affiliate's BlueCard
            Program obligations in a form, and from a guarantor, acceptable to
            BCBSA.

C.    Reporting requirements include:

      o     The Quarterly Capital Benchmark Worksheet.

                                                          Amended March 10, 2000


                                       26
<PAGE>

Standard 10 - Other Standards for Controlled Affiliates Whose Primary Business
is Government Non-Risk

Standards 10(A) - (C) that follow apply to Controlled Affiliates whose primary
business is government non-risk.

Standard 10(A) - Organization and Governance

A Controlled Affiliate shall be organized and operated in such a manner that it
is 1) wholly owned by a licensed Plan or Plans and 2) the sponsoring licensed
Plan or Plans have the legal ability to prevent any change in the articles of
incorporation, bylaws or other establishing or governing documents of the
Controlled Affiliate with which it does not concur.


                                       27
<PAGE>

EXHIBIT A (continued)

Standard 10(B) - Financial Responsibility

A Controlled Affiliate shall be operated in a manner that provides reasonable
financial assurance that it can fulfill all of its contractual obligations to
its customers.

Standard 10(C):- Reports and Records

A Controlled Affiliate shall furnish, on a timely and accurate basis, reports
and records relating to compliance with these Standards and the License
Agreements between BCBSA and the Controlled Affiliate. Such reports and records
are the following:

A.    BCBSA Affiliate Licensure Information Request; and

B.    Biennial trade name and service mark usage materials, including disclosure
      material; and

C.    Annual Certified Audit Report, Annual Statement (if required) as filed
      with the State Insurance Department (with all attachments), Annual NAIC
      Risk-Based Capital Worksheets (if required) as filed with the State
      Insurance Department (with all attachments), and Insurance Department
      Examination Report (if applicable)*; and

D.    Changes in the ownership and governance of the Controlled Affiliate,
      including changes in its charter, articles of incorporation, or bylaws,
      changes in the Controlled Affiliate's Board composition, Plan control,
      state license status, operating area, the Controlled Affiliate's Principal
      Officers or direct delivery of medical care.


                                       28
<PAGE>

EXHIBIT B
ROYALTY FORMULA FOR SECTION 9 OF THE
CONTROLLED AFFILIATE LICENSE AGREEMENT

Controlled Affiliate will pay BCBSA a fee for this license in accordance with
the following formula:

FOR RISK AND GOVERNMENT NON-RISK PRODUCTS:

For Controlled Affiliates not underwriting the indemnity portion of workers'
compensation insurance:

An amount equal to its pro rata share of each sponsoring Plan's dues payable to
BCBSA computed with the addition of the Controlled Affiliate's subscription
revenue and contracts arising from products using the marks. The payment by each
sponsoring Plan of its dues to BCBSA, including that portion described in this
paragraph, will satisfy the requirement of this paragraph, and no separate
payment will be necessary.

For Controlled Affiliates underwriting the indemnity portion of workers'
compensation insurance:

An amount equal to 0.35 percent of the gross revenue per annum of Controlled
Affiliate arising from products using the marks; plus, an annual fee of $5,000
per license for a Controlled Affiliate subject to Standard 7.

For Controlled Affiliates whose primary business is government non-risk:

An amount equal to its pro-rata share of each sponsoring Plan's dues payable to
BCBSA computed with the addition of the Controlled Affiliate's government
non-risk beneficiaries.
<PAGE>

EXHIBIT B (continued)

FOR NONRISK PRODUCTS:

An amount equal to 0.24 percent of the gross revenue per annum of Controlled
Affiliate arising from products using the marks; plus:

1)    An annual fee of $5,000 per license for a Controlled Affiliate subject to
      Standard 6 D.

2)    An annual fee of $2,000 per license for all other Controlled Affiliates.

The foregoing shall be reduced by one-half where both a BLUE CROSS(R) and BLUE
SHIELD(R) License are issued to the same Controlled Affiliate. In the event that
any license period is greater or less than one (1) year, any amounts due shall
be prorated. Royalties under this formula will be calculated, billed and paid in
arrears.
<PAGE>

                                                                      EXHIBIT 1A

                     CONTROLLED AFFILIATE LICENSE AGREEMENT
                     APPLICABLE TO LIFE INSURANCE COMPANIES

(Includes revisions adopted by Member Plans through their March 16, 2001
meeting)

      This agreement by and among Blue Cross and Blue Shield Association
("BCBSA") _______________________________("Controlled Affiliate"), a Controlled
Affiliate of the Blue Shield Plan(s), known as
_______________________________________("Plan").

WHEREAS, BCBSA is the owner of the BLUE SHIELD and BLUE SHIELD Design service
marks;

WHEREAS, the Plan and the Controlled Affiliate desire that the latter be
entitled to use the BLUE SHIELD and BLUE SHIELD Design service marks
(collectively the "Licensed Marks") as service marks and be entitled to use the
term BLUE SHIELD in a trade name ("Licensed Name");

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 hereby agree as
follows:

      1. GRANT OF LICENSE

      Subject to the terms and conditions of this Agreement, BCBSA hereby grants
to the Controlled Affiliate the exclusive right to use the licensed Marks and
Names in connection with and only in connection with those life insurance and
related services authorized by applicable state law, other than health care
plans and related services (as defined in the Plan's License Agreements with
BCBSA) which services are not separately licensed to Controlled Affiliate by
BCBSA, in the Service Area served by the Plan, except that BCBSA reserves the
right to use the Licensed Marks and Name in said Service Area, and except to the
extent that said Service Area may overlap the area or areas served by one or
more other licensed Blue Shield Plans as of the date of this License as to which
overlapping areas the rights hereby granted are non-exclusive as to such other
Plan or Plans and their respective Licensed Controlled Affiliates only.
Controlled Affiliate cannot use the Licensed Marks or Name outside the Service
Area or, anything in any other license to Controlled Affiliate notwithstanding,
in its legal or trade name.

      2. QUALITY CONTROL

      A. Controlled Affiliate agrees to use the Licensed Marks and Name only in
relation to the sale, marketing and rendering of authorized products and further
agrees to be bound by the conditions regarding quality control shown in Exhibit
A as it may be amended by BCBSA from time-to-time.

                                                 Amended as of November 17, 1994


                                      -1-
<PAGE>

      B. Controlled Affiliate agrees that Plan and/or BCBSA may, from
time-to-time, upon reasonable notice, review and inspect the manner and method
of Controlled Affiliate's rendering of service and use of the Licensed Marks and
Name.

      C. Controlled Affiliate agrees that it will provide on an annual basis (or
more often if reasonably required by Plan or by BCBSA) a report to Plan and
BCBSA demonstrating Controlled Affiliate's compliance with the requirements of
this Agreement including but not limited to the quality control provisions of
Exhibit A.

      D. As used herein, a Controlled Affiliate is defined as an entity
organized and operated in such a manner that it is subject to the bona fide
control of a Plan or Plans. Absent written approval by BCBSA of an alternative
method of control, bona fide control shall mean the legal authority, directly or
indirectly through wholly-owned subsidiaries: (a) to select members of the
Controlled Affiliate's governing body having not less than 51% voting control
thereof; (b) to exercise operational control with respect to the governance
thereof; and (c) to prevent any change in its articles of incorporation, bylaws
or other governing documents deemed inappropriate. In addition, a Plan or Plans
shall own at least 51% of any for-profit Controlled Affiliate. If the Controlled
Affiliate is a mutual company, the Plan or its designee(s) shall have and
maintain, in lieu of the requirements of items (a) and (c) above, proxies
representing 51% of the votes at any meeting of the policyholders and shall
demonstrate that there is no reason to believe this such proxies shall be
revoked by sufficient policyholders to reduce such percentage below 51%.

      3. SERVICE MARK USE

            Controlled Affiliate shall at all times make proper service mark use
of the Licensed Marks, including but not limited to use of such symbols or words
as BCBSA shall specify to protect the Licensed Marks, and shall comply with such
rules (applicable to all Controlled Affiliates licensed to use the Marks)
relative to service mark use, as are issued from time-to-time by BCBSA. If there
is any public reference to the affiliation between the Plan and the Controlled
Affiliate, all of the Controlled Affiliate's licensed services in the Service
Area of the Plan shall be rendered under the Licensed Marks. Controlled
Affiliate recognizes and agrees that all use of the Licensed Marks by Controlled
Affiliate shall inure to the benefit of BCBSA.


                                      -2-
<PAGE>

      4. SUBLICENSING AND ASSIGNMENT

            Controlled Affiliate shall not sublicense, transfer, hypothecate,
sell, encumber or mortgage, by operation of law or otherwise, the rights granted
hereunder and any such act shall be voidable at the option of Plan or BCBSA.
This Agreement and all rights and duties hereunder are personal to Controlled
Affiliate.

      5. INFRINGEMENTS

            Controlled Affiliate shall promptly notify Plan and BCBSA of any
suspected acts of infringement, unfair competition or passing off which may
occur in relation to the Licensed Marks. Controlled Affiliate shall not be
entitled to require Plan or BCBSA to take any actions or institute any
proceedings to prevent infringement, unfair competition or passing off by third
parties. Controlled Affiliate agrees to render to Plan and BCBSA, free of
charge, all reasonable assistance in connection with any matter pertaining to
the protection of the Licensed Marks by BCBSA.

      6. LIABILITY INDEMNIFICATION

            Controlled Affiliate hereby agrees to save, defend, indemnify and
hold Plan and BCBSA harmless from and against all claims, damages, liabilities
and costs of every kind, nature and description which may arise as a result of
Controlled Affiliate's rendering of health care services under the Licensed
Marks.

      7. LICENSE TERM

            The license granted by this Agreement shall remain in effect for a
period of one (1) year and shall be automatically extended for additional one
(1) year periods upon evidence satisfactory to the Plan and BCBSA that
Controlled Affiliate meets the then applicable quality control standards, unless
one of the parties hereto notifies the other party of the termination hereof at
least sixty (60) days prior to expiration of any license period.

            This Agreement may be terminated by the Plan or by BCBSA for cause
at any time provided that Controlled Affiliate has been given a reasonable
opportunity to cure and shall not effect such a cure within thirty (30) days of
receiving written notice of the intent to terminate (or commence a cure within
such thirty day period and continue diligent efforts to complete the cure if
such curing cannot reasonably be completed within such thirty day period). By
way of example and not for purposes of limitation, Controlled Affiliate's
failure to abide by the quality control provisions of Paragraph 2, above, shall
be considered a proper ground for cancellation of this Agreement.


                                      -3-
<PAGE>

      A. Controlled Affiliate shall no longer comply with Standard No. 1
(Organization and Governance) of Exhibit A or, following an opportunity to cure,
with the remaining quality control provisions of Exhibit A, as it may be amended
from time-to-time; or

      B. Plan ceases to be authorized to use the Licensed Marks; or

      C. Appropriate dues for Controlled Affiliate pursuant to item 8 hereof,
which are the royalties for this License Agreement are more than sixty (60) days
in arrears to BCBSA.

      Upon termination of this Agreement for cause or otherwise, Controlled
Affiliate agrees that it shall immediately discontinue all use of the Licensed
Marks including any use in its trade name.

      In the event of any disagreement between Plan and BCBSA as to whether
grounds exist for termination or as to any other term or condition hereof, the
decision of BCBSA shall control, subject to provisions for mediation or
mandatory dispute resolution in effect between the parties.

      Upon termination of this Agreement, Licensed Controlled Affiliate shall
immediately notify all of its customers that it is no longer a licensee of the
Blue Cross and Blue Shield Association and provide instruction on how the
customer can contact the Blue Cross and Blue Shield Association or a designated
licensee to obtain further information on securing coverage. The written
notification required by this paragraph shall be in writing and in a form
approved by the Association. The Association shall have the right to audit the
terminated entity's books and records to verify compliance with this paragraph.

      8. DUES

      Controlled Affiliate will pay to BCBSA a fee for this license in
accordance with the following formula:

      o An annual fee of five thousand dollars ($5,000) per license, plus

      o .05% of gross revenue per year from branded group products, plus

      o .5% of gross revenue per year from branded individual products plus

      o .14% of gross revenue per year from branded individual annuity products.

                                                 Amended as of November 20, 1997


                                      -4-
<PAGE>

The foregoing percentages shall be reduced by one-half where both a BLUE
CROSS(R) and BLUE SHIELD(R) license are issued to the same entity. In the event
that any License period is greater or less than one (1) year, any amounts due
shall be prorated. Royalties under this formula will be calculated, billed and
paid in arrears.

      Plan will promptly and timely transmit to BCBSA all dues owed by
Controlled Affiliate as determined by the above formula and if Plan shall fail
to do so, Controlled Affiliate shall pay such dues directly.

      9. JOINT VENTURE

      Nothing contained in this Agreement shall be construed as creating a joint
venture, partnership, agency or employment relationship between Plan and
Controlled Affiliate or between either and BCBSA.

      9A. VOTING

            For all provisions of this Agreement referring to voting, the term
`Plans' shall mean all entities licensed under the Blue Cross License Agreement
and/or the Blue Shield License Agreement, and in all votes of the Plans under
this Agreement the Plans shall vote together. For weighted votes of the Plans,
the Plan shall have a number of votes equal to the number of weighted votes (if
any) that it holds as a Blue Cross Plan plus the number of weighted votes (if
any) that it holds as a Blue Shield Plan. For all other votes of the Plans, the
Plan shall have one vote. For all questions requiring an affirmative
three-fourths weighted vote of the Plans, the requirement shall be deemed
satisfied with a lesser weighted vote unless six (6) or more Plans fail to cast
weighted votes in favor of the question.

      10. NOTICES AND CORRESPONDENCE

      Notices regarding the subject matter of this Agreement or breach or
termination thereof shall be in writing and shall be addressed in duplicate to
the last known address of each other party, marked respectively to the attention
of its President and, if any, its General Counsel.

                                                     Amended as of June 16, 2000


                                      -4a-

                                                       (The next page is page 5)
<PAGE>

      11. COMPLETE AGREEMENT

      This Agreement contains the complete understandings of the parties in
relation to the subject matter hereof. This Agreement may only be amended by a
writing executed by all parties.

      12. SEVERABILITY

      If any term of this Agreement is held to be unlawful by a court of
competent jurisdiction, such finding shall in no way effect the remaining
obligations of the parties hereunder and the court may substitute a lawful term
or condition for any unlawful term or condition so long as the effect of such
substitution is to provide the parties with the benefits of this Agreement.

      13. NONWAIVER

      No waiver by BCBSA of any breach or default in performance on the part of
the Controlled Affiliate or any other licensee of any of the terms, covenants or
conditions of this Agreement shall constitute a waiver of any subsequent breach
or default in performance of said terms, covenants or conditions.

      14. GOVERNING LAW

      This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Illinois.

IN WITNESS WHEREOF, the parties have caused this License Agreement to be
executed, effective as of the date of last signature written below.

BLUE CROSS AND BLUE SHIELD ASSOCIATION

By:__________________________________________

Date:________________________________________


_____________________________________________
Controlled Affiliate

By:__________________________________________

Date:________________________________________

Plan:________________________________________


                                      -5-
<PAGE>

EXHIBIT A
CONTROLLED AFFILIATE LICENSE STANDARDS
LIFE INSURANCE COMPANIES
Page 1 of 2

PREAMBLE

The standards for licensing Life Insurance Companies (Life and Health Insurance
companies, as defined by state statute) are established by BCBSA and are subject
to change from time-to-time upon the affirmative vote of three-fourths (3/4) of
the Plans and three-fourths (3/4) of the total weighted vote of all Plans. Each
Licensed Plan is required to use a standard controlled affiliate license form
provided by BCBSA and to cooperate fully in assuring that the licensed Life
Insurance Company maintains compliance with the license standards.

An organization meeting the following standards shall be eligible for a license
to use the Licensed Marks within the service area of its sponsoring Licensed
Plan to the extent and the manner authorized under the Controlled Affiliate
License applicable to Life Insurance Companies and the principal license to the
Plan.

Standard 1 - Organization and Governance

The LIC shall be organized and operated in such a manner that it is controlled
by a licensed Plan or Plans which have, directly or indirectly: 1) not less than
51% of the voting control of the LIC; and 2) the legal ability to prevent any
change in the articles of incorporation, bylaws or other establishing or
governing documents of the LIC with which it does not concur; and 3) operational
control of the LIC.

If the LIC is a mutual company, the Plan or its designee(s) shall have and
maintain, in lieu of the requirements of items 1 and 2 above, proxies
representing at least 51% of the votes at any policyholder meeting and shall
demonstrate that there is no reason to believe such proxies shall be revoked by
sufficient policyholders to reduce such percentage below 51%.

Standard 2 - State Licensure

The LIC must maintain unimpaired licensure or certificate of authority to
operate under applicable state laws as a life and health insurance company in
each state in which the LIC does business.

Standard 3 - Records and Examination

The LIC and its sponsoring licensed Plan(s) shall maintain and furnish, on a
timely and accurate basis, such records and reports regarding the LIC as may be
required in order to establish compliance with the license agreement. The


                                      -1-
<PAGE>

CONTROLLED AFFILIATE LICENSE STANDARDS
LIFE INSURANCE COMPANIES
Page 2 of 2

LIC and its sponsoring licensed Plan(s) shall permit BCBSA to examine the
affairs of the LIC and shall agree that BCBSA's board may submit a written
report to the chief executive officer(s) and the board(s) of directors of the
sponsoring Plan(s).

Standard 4 - Mediation

The LIC and its sponsoring Plan(s) shall agree to use the then-current BCBSA
mediation and mandatory dispute resolution processes, in lieu of a legal action
between or among another licensed controlled affiliate, a licensed Plan or
BCBSA.

Standard 5 - Financial Responsibility

The LIC shall maintain adequate financial resources to protect its customers and
meet its business obligations.

Standard 6 - Cooperation with Affiliate License Performance Response Process
Protocol

The LIC and its Sponsoring Plan(s) shall cooperate with BCBSA's Board of
Directors and its Plan Performance and Financial Standards Committee in the
administration of the Affiliate License Performance Response Process Protocol
(ALPRPP) and in addressing LIC compliance problems identified thereunder.


                                      -2-
<PAGE>

EXHIBIT 2

Membership Standards
Page 1 of 4

Preamble

The Membership Standards apply to all organizations seeking to become or to
continue as Regular Members of the Blue Cross and Blue Shield Association. Any
organization seeking to become a Regular Member must be found to be in
substantial compliance with all Membership Standards at the time membership is
granted and the organization must be found to be in substantial compliance with
all Membership Standards for a period of two (2) years preceding the date of its
application. If Membership is sought by an entity which controls or is
controlled by one or more Plans, such compliance shall be determined on the
basis of compliance by such Plan or Plans.

The Regular Member Plans shall have authority to interpret these Standards.
Compliance with any Membership Standard may be excused, at the Plans'
discretion, if the Plans agree that compliance with such Standard would require
the Plan to violate a law or governmental regulation governing its operation or
activities.

A Regular Member Plan that operates as a "Shell Holding Company" is defined as
an entity that assumes no underwriting risk and has less than 1% of the
consolidated enterprise assets (excludes investments in subsidiaries) and less
than 5% of the consolidated enterprise general and administrative expenses.

A Regular Member Plan that operates as a "Hybrid Holding Company" is defined as
an entity that assumes no underwriting risk and has either more than 1% of the
consolidated enterprise assets (excludes investments in subsidiaries) or more
than 5% of the consolidated enterprise general and administrative expenses.

Standard 1:       A Plan's Board shall not be controlled by any special interest
                  group, and shall act in the interest of its Corporation in
                  providing cost-effective health care services to its
                  customers. A Plan shall maintain a governing Board, which
                  shall control the Plan, composed of a majority of persons
                  other than providers of health care services, who shall be
                  known as public members. A public member shall not be an
                  employee of or have a financial interest in a health care
                  provider, nor be a member of a profession which provides
                  health care services.

                  Amended as of November 19, 1998
<PAGE>

EXHIBIT 2
Membership Standards
Page 2 of 4

Standard 2:       A Plan shall furnish to the Association on a timely and
                  accurate basis reports and records relating to compliance with
                  these Standards and the License Agreements between the
                  Association and the Plans. Such reports and records are the
                  following:

                  A.    BCBSA Membership Information Request;

                  B.    Biennial trade name and service mark usage material,
                        including disclosure material under Standard 7;

                  C.    Changes in the governance of the Plan, including changes
                        in a Plan's Charter, Articles of Incorporation, or
                        Bylaws, changes in a Plan's Board composition, or
                        changes in the identity of the Plan's Principal
                        Officers;

                  D.    Quarterly Financial Report, Semi-annual "Managed Care
                        Organizations Risk-Based Capital (MCO-RBC) Report" as
                        defined by the NAIC, Annual Financial Forecast, Annual
                        Certified Audit Report, Insurance Department Examination
                        Report, Annual Statement filed with State Insurance
                        Department (with all attachments), Plan, Subsidiary and
                        Affiliate Report; and

                        o     Plans that are a Shell Holding Company as defined
                              in the Preamble hereto are required to furnish
                              only a calendar year-end "Managed Care
                              Organizations Risk-Based Capital (MCO-RBC) Report"
                              as defined by the NAIC.

                  Amended as of November 16, 2000
<PAGE>

EXHIBIT 2

Membership Standards
Page 3 of 4

                  E.    Quarterly Enrollment Report, Semi-Annual Benefit Cost
                        Management Report and Member Touchpoint Measures Index
                        (MTM) starting 12/31/00 and semi-annually thereafter;
                        and

                        o     Plans that are a Shell Holding Company as defined
                              in the Preamble hereto are not required to furnish
                              any items identified in Paragraph E.

Standard 3:       A Plan shall be operated in a manner that provides reasonable
                  financial assurance that it can fulfill its contractual
                  obligations to its customers.

Standard 4:       A Plan shall be operated in a manner responsive to customer
                  needs and requirements.

Standard 5:       A Plan shall effectively and efficiently participate in each
                  national program as from time to time may be adopted by the
                  Member Plans for the purposes of providing portability of
                  membership between the Plans and ease of claims processing for
                  customers receiving benefits outside of the Plan's Service
                  Area.

                  Such programs are applicable to Blue Cross and Blue Shield
                  Plans, and include:

                  A.    Transfer Program;

                  B.    Inter-Plan Teleprocessing System (ITS);

                  C.    BlueCard Program; and

                  D.    Electronic Claims Routing Process


                                                 Amended as of November 16, 2000
<PAGE>

EXHIBIT 2

Membership Standards
Page 4 of 4

Standard 6:       In addition to requirements under the national programs listed
                  in Standard 5: Participation in National Programs, a Plan
                  shall take such action as required to ensure its financial
                  performance in programs and contracts of an inter-Plan nature
                  or where the Association is a party.

Standard 7:       A Plan shall make adequate disclosure in contracting with
                  third parties and in disseminating public statements of (i)
                  the structure of the Blue Cross and Blue Shield System, (ii)
                  the independent nature of every Plan, and (iii) the Plan's
                  financial condition.

Standard 8:       A Plan shall cooperate with the Association's Board of
                  Directors and its Plan Performance and Financial Standards
                  Committee in the administration of the Plan Performance
                  Response Process and in addressing Plan performance problems
                  identified thereunder.

Standard 9:       A Plan shall obtain a rating of its financial strength from an
                  independent rating agency approved by the Association's Board
                  of Directors for such purpose.

Standard 10:      During each year, a Plan and its Controlled Affiliate(s)
                  engaged in providing licensable services (excluding Life
                  Insurance and Charitable Foundation Services) shall use their
                  best efforts in the designated Service Area to promote and
                  build the value of the Blue Cross and Blue Shield Marks.

Standard 11       Neither a Plan nor any Larger Controlled Affiliate shall cause
                  or permit an entity other than a Plan or a Licensed Controlled
                  Affiliate thereof to obtain control of the Plan or Larger
                  Controlled Affiliate or to acquire a substantial portion of
                  its assets related to licensable services.


                                                     Amended as of June 18, 1999
<PAGE>

EXHIBIT 3

GUIDELINES WITH RESPECT TO USE OF
LICENSED NAME AND MARKS IN CONNECTION WITH NATIONAL
ACCOUNTS

Page 1 of 3

1. The strength of the Blue Cross/Blue Shield National Accounts mechanism, and
the continued provision of cost effective, quality health care benefits to
National Accounts, are predicated on locally managed provider networks
coordinated on a national scale in a manner consistent with effective service to
National Account customers and consistent with the preservation of the integrity
of the Blue Cross/Blue Shield system and the Licensed Marks. These guidelines
shall be interpreted in keeping with such ends.

2. A National Account is an entity with employee and/or retiree locations in
more than one Plan's Service Area. Unless otherwise agreed, a National Account
is deemed located in the Service Area in which the corporate headquarters of the
National Account is located. The Control Plan of a National Account is the Plan
in whose Service Area the National Account is located. A participating ("Par")
Plan is a Plan in whose Service Area the National Account has employee and/or
retiree locations, but in which the National Account is not located.

3. The National Account Guidelines enunciated herein below shall be applicable
only with respect to the business of new National Accounts acquired after
January 1, 1991.

4. Control Plans shall utilize National Account identification cards complying
with then currently effective BCBSA graphic standards in connection with all
National Accounts business to facilitate administration thereof, to minimize
subscriber and provider confusion, and to reflect a commitment to cooperation
among Plans.

5. Disputes among Plans and/or BCBSA as to the interpretation or implementation
of these Guidelines or as to other National Accounts issues shall be submitted
to mediation and mandatory dispute resolution as provided in the License
Agreement. For two years from the effective date of the License Agreement,
however, such disputes shall be subject to mediation only, with the results of
such mediation to be collected and reported in order to establish more
definitive operating parameters for National Accounts business and to serve as
ground rules for future binding dispute resolution.
<PAGE>

EXHIBIT 3

Page 2 of 3

6. The Control Plan may use the BlueCard Program (as defined by IPOC) to deliver
benefits to employees and non-Medicare eligible retirees in a Participating
Plan's service area if an alternative arrangement with the Participating Plan
cannot be negotiated. The Participating Plan's minimum servicing requirement for
those employees and non-Medicare retirees in its service area is to deliver
benefits using the BlueCard Program. Account delivery is subject to the
policies, provisions and procedures of the BlueCard Program.

7. For provider payments in a Participating Plan's area (on non-BlueCard
claims), payment to the provider may be made by the Participating Plan or the
Control Plan at the Participating Plan's option. If the Participating Plan
elects to pay the provider, it may not withhold payment of a claim verified by
the Control Plan or its designated processor, and payment must be in conformity
with service criteria established by the Board of Directors of BCBSA (or an
authorized committee thereof) to assure prompt payment, good service and minimum
confusion with providers and subscribers. The Control Plan, at the Participating
Plan's request, will also assure that measures are taken to protect the
confidentiality of the data pertaining to provider reimbursement levels and
profiles.

8. For claim payments in a Participating Plan's area (on non-BlueCard claims),
Participating Plans are strongly encouraged, but not required, to pass along to
the Control Plan part or all of local provider discounts and differentials for
use by the Control Plan in negotiating financial arrangements with National
Accounts. However, since the size, basis, form and use of local differentials
can vary substantially among Plans and also by individual National Account
characteristics, the degree and form of any discount or differential passed
along to the Control Plan shall be strictly a matter of negotiated contractual
agreement between a Participating Plan and the Control Plan and may also vary
from one National Account to another. In order to facilitate the quotation of
national account pricing and the offering of a variety of National Account
delivery systems, all Plans are strongly encouraged to periodically publish to
other Plans and the BCBSA their National Account contracting policies with
respect to the handling of differentials.

      The Control Plan, in its financial agreements with a National Account, is
expected to reasonably reflect the aggregate amount of differentials passed
along to the Control Plan by all Participating Plans in a National Account. The
exact form and substance of this may vary from one National Account to another
and shall be a matter of


                                                     Amended as of June 14, 1996
<PAGE>

EXHIBIT 3

Page 3 of 3

explicit negotiation and contractual relationship between the National Account
and the Control Plan. The specifics in an agreement between the Control Plan and
the National Account may vary in form (e.g., a guaranteed offset against
retentions, or a direct pass through, or a guaranteed aggregate percentage
discount, or no pass back at all, etc.), and the Control Plan has the
responsibility and the Authority to negotiate precise arrangements. However,
irrespective of the final arrangements between the Control Plan and the National
Account, a Participating Plan's liability for passing along differentials shall
be limited to the contractual agreement the Participating Plan has with the
Control Plan on a specific National Account.

9. Other than in contracting with health care providers or soliciting such
contracts in areas contiguous to a Plan's Service Area in order to serve its
subscribers or those of its licensed Controlled Affiliate residing or working in
its Service Area, a Control Plan may not use the Licensed Marks and/or Name, as
a tag line or otherwise, to negotiate directly with providers outside its
Service Area.
<PAGE>

EXHIBIT 4
GOVERNMENT PROGRAMS AND CERTAIN OTHER USES
Page 1 of 2

1. A Plan and its licensed Controlled Affiliate may use the Licensed Marks and
Name in bidding on and executing a contract to serve a Government Program, and
in thereafter communicating with the Government concerning the Program. With
respect, however, to such contracts entered into after the 1st day of January,
1991, the Licensed Marks and Name will not be used in communications or
transactions with beneficiaries or providers in the Government Program located
outside a Plan's Service Area, unless the Plan can demonstrate to the
satisfaction of BCBSA's governing body that such a restriction on use of the
Licensed Marks and Name will jeopardize its ability to procure the contract for
the Government Program. As to both existing and future contracts for Government
Programs, Plans will discontinue use of the Licensed Marks and Name as to
beneficiaries and Providers outside their Service Area as expenditiously as
circumstances reasonably permit. Effective January 1, 1995, except as provided
in the first sentence above, all use by a Plan of the Licensed Marks and Name in
Government Programs outside of the Plan's Service Area shall be discontinued.
Incidental communications outside a Plan's Service Area with resident or former
resident beneficiaries of the Plan, and other categories of necessary incidental
communications approved by BCBSA, are not prohibited.

2. In connection with activity otherwise in furtherance of the License
Agreement, a Plan may use the Licensed Marks and Name outside its Service Area
in the following circumstances which are deemed legitimate and necessary and not
likely to cause consumer confusion:

      a.    sending letterhead, envelopes, and similar items solely for
            administrative purposes (e.g., not for purposes of marketing,
            advertising, promoting, selling or soliciting the sale of health
            care plans and related services);

      b.    distributing business cards other than in marketing and selling;

      c.    contracting with health care providers or soliciting such contracts
            in areas contiguous to a Plan's Service Area in order to serve its
            subscribers or those of its licensed Controlled Affiliate residing
            or working in its service area;

      d.    issuing a small sign containing the legal name or trade name of the
            Plan or its licensed Controlled Affiliate for display by a provider
            to identify the latter as a participating provider of the Plan or
            Controlled Affiliate;


                                                          Amended March 16, 2001
<PAGE>

EXHIBIT 4

Page 2 of 2

      e.    advertising in publications or electronic media solely to persons
            for employment;

      f.    advertising in print, electronic or other media which serve, as a
            substantial market, the Service Area of the Plan or licensed
            Controlled Affiliate, provided that no Plan may advertise outside
            its Service Area on the national broadcast and cable networks and
            that advertisements in national print media are limited to the
            smallest regional edition encompassing the Service Area;

      g.    advertising by direct mail where the addressee's zip code plus 4
            includes, at least in part, the Plan's Service Area or that of a
            licensed Controlled Affiliate.
<PAGE>

EXHIBIT 5

MEDIATION AND MANDATORY DISPUTE RESOLUTION (MMDR) RULES

      The Blue Cross and Blue Shield Plans ("Plans") and the Blue Cross Blue
Shield Association ("BCBSA") recognize and acknowledge that the Blue Cross and
Blue Shield system is a unique nonprofit and for-profit system offering cost
effective health care financing and services. The Plans and BCBSA desire to
utilize Mediation and Mandatory Dispute Resolution ("MMDR") to avoid expensive
and time-consuming litigation that may otherwise occur in the federal and state
judicial systems. Even MMDR should be viewed, however, as methods of last
resort, all other procedures for dispute resolution having failed. Except as
otherwise provided in the License Agreements, the Plans, their Controlled
Affiliates and BCBSA agree to submit all disputes to MMDR pursuant to these
Rules and in lieu of litigation.

1. Initiation of Proceedings

      A. Pre-MMDR Efforts

      Before filing a Complaint to invoke the MMDR process, the CEO of a
complaining party, or his/her designated representative, shall undertake good
faith efforts with the other side(s) to try to resolve any dispute.

      B. Complaint

      To commence a proceeding, the complaining party (or parties) shall provide
by certified mail, return receipt requested, a written Complaint to the BCBSA
Corporate Secretary (which shall also constitute service on BCBSA if it is a
respondent) and to any Plan(s) and/or Controlled Affiliate(s) named therein. The
Complaint shall contain:

            i.    identification of the complaining party (or parties)
                  requesting the proceeding;

            ii.   identification of the respondent(s);

            iii.  identification of any other persons or entities who are
                  interested in a resolution of the dispute;

            iv.   a full statement describing the nature of the dispute;

            v.    identification of all of the issues that are being submitted
                  for resolution;


                                                 Amended as of November 21, 1996
<PAGE>

            vi.   the remedy sought;

            vii.  a statement as to whether the complaining party (or parties)
                  elect(s) first to pursue Mediation;

            viii. any request, if applicable, that one or more members of the
                  Mediation Committee be disqualified from the proceeding and
                  the grounds for such request;

            ix.   any request, if applicable, that the matter be handled on an
                  expedited basis and the reasons therefor; and

            x.    a statement signed by the CEO of the complaining party
                  affirming that the CEO has undertaken efforts, or has directed
                  efforts to be undertaken, to resolve the dispute before
                  resorting to the MMDR process.

The complaining party (or parties) shall file and serve with the Complaint
copies of all documents which the party (or parties) intend(s) to offer at the
Arbitration Hearing and a statement identifying the witnesses the party (or
parties) intend(s) to present at the Hearing, along with a summary of each
witness' expected testimony.

      C. Answer

      Within twenty (20) days after receipt of the Complaint, each respondent
shall serve on the BCBSA and on the complaining party (or parties) and on the
Chairman of the Mediation Committee;

            i.    a full Answer to the aforesaid Complaint;

            ii.   a statement of any Counterclaims against the complaining party
                  (or parties), providing with respect thereto the information
                  specified in Paragraph 1.B., above;

            iii.  a statement as to whether the respondent elects to first
                  pursue Mediation;

            iv.   any request, if applicable, that one or more members of the
                  Mediation Committee be disqualified from the proceeding and
                  the grounds for such request; and

            v.    any request, if applicable, that the matter be handled on an
                  expedited basis and the reasons therefor.
<PAGE>

The respondent(s) shall file and serve with the Answer or by the date of the
Initial Conference set forth in Paragraph 3.B., below, copies of all documents
which the respondent(s) intend(s) to offer at the Arbitration Hearing and a
statement identifying the witnesses the party (or parties) intend(s) to present
at the Hearing, along with a summary of each witness' expected testimony.

      D. Reply To Counterclaim

      Within ten (10) days after receipt of any Counterclaim, the complaining
party (or parties) shall serve on BCBSA and on the responding party (or parties)
and on the Chairman of the Mediation Committee, a Reply to the Counterclaim.
Such Reply must provide the same information required by Paragraph 1.C.

2. Mediation

      A. Mediation Committee

      To facilitate the mediation of disputes between or among BCBSA, the Plans
and/or their Controlled Affiliates, the BCBSA Board has established a Mediation
Committee. Mediation may be pursued in lieu of or in an effort to obviate the
Mandatory Dispute Resolution process, and all parties are strongly urged to
exhaust the mediation procedure.

      B. Election To Mediate

      If any party elects first to pursue Mediation, and if it appears to the
Corporate Secretary that the dispute falls within the jurisdiction of the
Mediation Committee, as set forth in Exhibit 5-A hereto, then the Corporate
Secretary will promptly furnish the Mediation Committee with copies of the
Complaint, Answer, Counterclaim and Reply to Counterclaim, and other documents
referenced in Paragraph 1, above.

      C. Selection of Mediators

      The parties shall promptly attempt to agree upon: (i) the number of
mediators desired, not to exceed three mediators; and (ii) the selection of the
mediator(s) who may include members of the Mediation Committee and/or
experienced mediators from an independent entity to mediate all disputes set
forth in the Complaint and Answer (and Counterclaim and Reply, if any). In the
event the parties cannot agree upon the number of mediators desired, that number
shall default to three. In the event the parties cannot agree upon the selection
of mediator(s), the Chairman will select the mediator(s), at least one of which
shall be an experienced mediator from an independent entity, consistent with the
provisions set forth in this Paragraph. No member of the Mediation Committee who
is a representative of any party to the Mediation may be
<PAGE>

selected to mediate the dispute. The Chairman shall also endeavor not to select
as a mediator any member of the Mediation Committee whom a party has requested
to be disqualified. If, after due regard for availability, expertise, and such
other considerations as may best promote an expeditious Mediation, the Chairman
believes that he or she must consider for selection a member of the Mediation
Committee whom a party has requested to be disqualified, the other members of
the Committee eligible to be selected to mediate the dispute shall decide the
request for disqualification. By agreeing to participate in the Mediation of a
dispute, a member of the Mediation Committee represents to the party (or
parties) thereto that he or she knows of no grounds which would require his or
her disqualification.

      D. Binding Decision

      Before the date of the Mediation Hearing described below, the Corporate
Secretary will contact the party (or parties) to determine whether they wish to
be bound by any recommendation of the selected mediators for resolution of the
disputes. If all wish to be bound, the Corporate Secretary will send appropriate
documentation to them for their signatures before the Mediation Hearing begins.

      E. Mediation Procedure

      The Chairman shall promptly advise the parties of a scheduled Mediation
Hearing date. Unless a party requests an expedited procedure, or unless all
parties to the proceeding agree to one or more extensions of time, the Mediation
Hearing set forth below shall be completed within forty (40) days of BCBSA's
receipt of the Complaint. The selected mediators, unless the parties otherwise
agree, shall adhere to the following procedure:

            i.    Each party must be represented by its CEO or other
                  representative who has been delegated full authority to
                  resolve the dispute. However, parties may send additional
                  representatives as they see fit.

            ii.   By no later than five (5) days prior to the date designated
                  for the Mediation Hearing, each party shall supply and serve a
                  list of all persons who will be attending the Mediation
                  Hearing, and indicate who will have the authority to resolve
                  the dispute.

            iii.  Each party will be given one-half hour to present its case,
                  beginning with the complaining party (or parties), followed by
                  the other party or parties. The parties are free to structure
                  their presentations as they see fit, using oral statements or
                  direct examination of witnesses. However, neither
                  cross-examination nor questioning of opposing representatives
                  will be
<PAGE>

                  permitted. At the close of each presentation, the selected
                  mediators will be given an opportunity to ask questions of the
                  presenters and witnesses. All parties must be present
                  throughout the Mediation Hearing. The selected mediators may
                  extend the time allowed for each party's presentation at the
                  Mediation Hearing. The selected mediators may meet in
                  executive session, outside the presence of the parties, or may
                  meet with the parties separately, to discuss the controversy.

            iv.   After the close of the presentations, the parties will attempt
                  to negotiate a settlement of the dispute. If the parties
                  desire, the selected mediators, or any one or more of the
                  selected mediators, will sit in on the negotiations.

            v.    After the close of the presentations, the selected mediators
                  may meet privately to agree upon a recommendation for
                  resolution of the dispute which would be submitted to the
                  parties for their consideration and approval. If the parties
                  have previously agreed to be bound by the results of this
                  procedure, this recommendation shall be binding upon the
                  parties.

            vi.   The purpose of the Mediation Hearing is to assist the parties
                  to settle their grievances short of mandatory dispute
                  resolution. As a result, the Mediation Hearing has been
                  designed to be as informal as possible. Rules of evidence
                  shall not apply. There will be no transcript of the
                  proceedings, and no party may make a tape recording of the
                  Mediation Hearing.

            vii.  In order to facilitate a free and open discussion, the
                  Mediation proceeding shall remain confidential. A "Stipulation
                  to Confidentiality" which prohibits future use of settlement
                  offers, all position papers or other statements furnished to
                  the selected mediators, and decisions or recommendations in
                  any Mediation proceeding shall be executed by each party.

            viii. Upon request of the selected mediators, or one of the parties,
                  BCBSA staff may also submit documentation at any time during
                  the proceedings.
<PAGE>

      F. Notice Of Termination Of Mediation

      If the Mediation cannot be completed within the prescribed or agreed time
period due to the lack of cooperation of any party, as determined by the
selected mediators, or if the Mediation does not result in a final resolution of
all disputes at the Mediation Hearing or within forty (40) days after the
Complaint was served, whichever comes first, any party or any one of the
selected mediators may so notify the Corporate Secretary, who shall promptly
issue a Notice of termination of mediation to all parties, to the selected
mediators, and to the MDR Administrator, defined below. Such notice shall serve
to bring the Mediation to an end and to initiate Mandatory Dispute Resolution.
Upon agreement of all parties and the selected mediators, the Mediation process
may continue at the same time the MDR process is invoked. The Notice described
above would serve to initiate the MDR proceeding and would not terminate the
proceedings.

3. Mandatory Dispute Resolution (MDR)

      If all parties elect not to first pursue Mediation, or if a notice of
termination of Mediation is issued as set forth in Paragraph 2.F., above, then
the unresolved disputes set forth in any Complaint and Answer (and Counterclaim
and Reply, if any) shall be subject to MDR.

      A. MDR Administrator

      The Administrator shall be an independent entity such as the Center for
Public Resources, Inc. or Endispute, Inc., specializing in alternative dispute
resolution. The Administrator shall be designated initially, and may be changed
from time to time, by the affirmative vote of a majority of the Plans present
and voting and a majority of the total then current weighted vote of all the
Plans present and voting.

      B. Initial Conference

      Within five (5) days after a Notice of Termination has issued, or within
five (5) days after the time for filing and serving the Reply to any
Counterclaim if the parties elect first not to mediate, the parties shall confer
with the Administrator to discuss selecting a dispute resolution panel ("the
Panel"). This Initial Conference may be by telephone. The parties are encouraged
to agree to the composition of the Panel and to present that agreement to the
Administrator at the Initial Conference. If the parties do not agree on the
composition of the Panel by the time of the Initial Conference, or by any
extension thereof agreed to by all parties and the Administrator, then the Panel
Selection Process set forth in subparagraph C shall be followed.


                                                      Amended September 21, 2000
<PAGE>

      C. Panel Selection Process

      The Administrator shall designate at least seven potential arbitrators.
The exact number designated shall be sufficient to give each party at least two
peremptory strikes. Each party shall be permitted to strike any designee for
cause and the Administrator shall determine the sufficiency thereof in its sole
discretion. The Administrator will designate a replacement for any designee so
stricken. Each party shall then be permitted two peremptory strikes. From the
remaining designees, the Administrator shall select a three member Panel. The
Administrator shall set the dates for exercising all strikes and shall complete
the Panel Selection Process within fifteen (15) days of the Initial Conference.
Each Arbitrator shall be compensated at his or her normal hourly rate or, in the
absence of an established rate, at a reasonable hourly rate to be promptly fixed
by the Administrator for all time spent in connection with the proceedings and
shall be reimbursed for any travel and other reasonable expenses.

      D. Duties Of The Arbitrators

      The Panel shall promptly designate a Presiding Arbitrator for the purposes
reflected below, but shall retain the power to review and modify any ruling or
other action of said Presiding Arbitrator. Each Arbitrator shall be an
independent Arbitrator, shall be governed by the Code of Ethics for Arbitrators
in Commercial Disputes, appended as Exhibit "5-B" hereto, and shall at or prior
to the commencement of any Arbitration Hearing take an oath to that effect. Each
Arbitrator shall promptly disclose in writing to the Panel and to the parties
any circumstances, whenever arising, that might cause doubt as to such
Arbitrator's compliance, or ability to comply, with said Code of Ethics, and,
absent resignation by such Arbitrator, the remaining Arbitrators shall determine
in their sole discretion whether the circumstances so disclosed constitute
grounds for disqualification and for replacement. With respect to such
circumstances arising or coming to the attention of a party after an
Arbitrator's selection, a party may likewise request the Arbitrator's
resignation or a determination as to disqualification by the remaining
Arbitrators. With respect to a sole Arbitrator, the determination as to
disqualification shall be made by the Administrator.

      There shall be no ex parte communication between the parties or their
counsel and any member of the Panel.

      E. Panel's Jurisdiction And Authority

      The Panel's jurisdiction and authority shall extend to all disputes
between or among the Plans, their Controlled Affiliates, and/or BCBSA, except
for those disputes excepted from these MMDR procedures as set forth in the
License Agreements.
<PAGE>

      With the exception of punitive or treble damages, the Panel shall have
full authority to award the relief it deems appropriate to resolve the parties'
disputes, including monetary awards and injunctions, mandatory or prohibitory.
The Panel has no authority to award punitive or treble damages except that the
Panel may allocate or assess responsibility for punitive or treble damages
assessed by another tribunal. Subject to the above limitations, the Panel may,
by way of example, but not of limitation:

            i.    interpret or construe the meaning of any terms, phrase or
                  provision in any license between BCBSA and a Plan or a
                  Controlled Affiliate relating to the use of the BLUE
                  CROSS(R)or BLUE SHIELD(R)service marks.

            ii.   determine whether BCBSA, a Plan or a Controlled Affiliate has
                  violated the terms or conditions of any license between the
                  BCBSA and a Plan or a Controlled Affiliate relating to the use
                  of the BLUE CROSS(R) or BLUE SHIELD(R) service marks.

            iii.  decide challenges as to its own jurisdiction.

            iv.   issue such orders for interim relief as it deems appropriate
                  pending Hearing and Award in any Arbitration.

      It is understood that the Panel is expected to resolve issues based on
governing principles of law, preserving to the maximum extent legally possible
the continued integrity of the Licensed Marks and the BLUE CROSS/BLUE SHIELD
system. The Panel shall apply federal law to all issues which, if asserted in
the United States District Court, would give rise to federal question
jurisdiction, 28 U.S.C. ss. 1331. The Panel shall apply Illinois law to all
issues involving interpretation, performance or construction of any License
Agreement or Controlled Affiliate License Agreement unless the agreement
otherwise provides. As to other issues, the Panel shall choose the applicable
law based on conflicts of law principles of the State of Illinois.
<PAGE>

      F. Administrative Conference And Preliminary Arbitration Hearing

      Within ten (10) days of the Panel being selected, the Presiding Arbitrator
will schedule an Administrative Conference to discuss scheduling of the
Arbitration Hearing and any other matter appropriate to be considered including:
any written discovery in the form of requests for production of documents or
requests to admit facts; the identity of any witness whose deposition a party
may desire and a showing of exceptional good cause for the taking of any such
deposition; the desirability of bifurcation or other separation of the issues;
the need for and the type of record of conferences and hearings, including the
need for transcripts; the need for expert witnesses and how expert testimony
should be presented; the appropriateness of motions to dismiss and/or for full
or partial summary judgment; consideration of stipulations; the desirability of
presenting any direct testimony in writing; and the necessity for any on-site
inspection by the Panel.

      G. Discovery

            i.    Requests for Production of Documents: All requests for the
                  production of documents must be served as of the date of the
                  Administrative Conference as set forth in Paragraph 3.F.,
                  above. Within twenty (20) days after receipt of a request for
                  documents, a party shall produce all relevant and
                  non-privileged documents to the requesting party. In his or
                  her discretion, the Presiding Arbitrator may require the
                  parties to provide lists in such detail as is deemed
                  appropriate of all documents as to which privilege is claimed
                  and may further require in-camera inspection of the same.

            ii.   Requests for Admissions: Requests for Admissions may be served
                  up to 21 days prior to the Arbitration Hearing. A party served
                  with Requests For Admissions must respond within twenty (20)
                  days of receipt of said request. The good faith use of and
                  response to Requests for Admissions is encouraged, and the
                  Panel shall have full discretion, with reference to the
                  Federal Rules of Civil Procedure, in awarding appropriate
                  sanctions with respect to abuse of the procedure.
<PAGE>

            iii.  Depositions As a general rule, the parties will not be
                  permitted to take deposition testimony for discovery purposes.
                  The Presiding Arbitrator, in his or her sole discretion, shall
                  have the authority to permit a party to take such deposition
                  testimony upon a showing of exceptional good cause, provided
                  that no deposition, for discovery purposes or otherwise, shall
                  exceed three (3) hours, excluding objections and colloquy of
                  counsel.

            iv.   Expert witness(es): If a party intends to present the
                  testimony of an expert witness during the oral hearing, it
                  shall provide all other parties with a written statement
                  setting forth the information required to be provided by Fed.
                  R. Civ. P. 26(b)(4)(A)(i) prior to the expiration of the
                  discovery period.

            v.    Discovery cut-off: The Presiding Arbitrator shall determine
                  the date on which the discovery period will end, but the
                  discovery period shall not exceed forty-five (45) days from
                  its commencement, without the agreement of all parties.

            vi.   Additional discovery: Any additional discovery will be at the
                  discretion of the Presiding Arbitrator. The Presiding
                  Arbitrator is authorized to resolve all discovery disputes,
                  which resolution will be binding on the parties unless
                  modified by the Arbitration Panel. If a party refuses to
                  comply with a decision resolving a discovery dispute, the
                  Panel, in keeping with Fed. R. Civ. P. 37, may refuse to allow
                  that party to support or oppose designated claims or defenses,
                  prohibit that party from introducing designated matters into
                  evidence or, in extreme cases, decide an issue submitted for
                  resolution adversely to that party.

      H. Panel Suggested Settlement/Mediation

      At any point during the proceedings, the Panel at the request of any party
or on its own initiative, may suggest that the parties explore settlement and
that they do so at or before the conclusion of the Arbitration Hearing, and the
Panel shall give such assistance in settlement negotiations as the parties may
request and the Panel may deem appropriate. Alternatively, the Panel may direct
the parties to endeavor to mediate their disputes as provided above, or to
explore a mini-trial proceeding, or to have an independent party render a
neutral evaluation of the parties' respective positions. The Panel shall enter
such sanctions as it deems appropriate with respect to any party failing to
pursue in good faith such Mediation or other alternate dispute resolution
methods.
<PAGE>

      I. Subpoenas On Third Parties

      Pursuant to, and consistent with, the Federal Arbitration Act, 9 U.S.C.
ss. 9 et seq., a party may request the issuance of a subpoena on a third party,
to compel testimony or documents, and, if good and sufficient cause is shown,
the Panel shall issue such a subpoena.

      J. Arbitration Hearing

      An Arbitration Hearing will be held within thirty (30) days after the
Administrative Conference if no discovery is taken, or within thirty (30) days
after the close of discovery, unless all parties and the Panel agree to extend
the Arbitration Hearing date, or unless the parties agree in writing to waive
the Arbitration Hearing. The parties may mutually agree on the location of the
Arbitration Hearing. If the parties fail to agree, the Arbitration Hearing shall
be held in Chicago, Illinois, or at such other location determined by the
Presiding Arbitrator to be most convenient to the participants. The Panel will
determine the date(s) and time(s) of the Arbitration Hearing(s) after
consultation with all parties and shall provide reasonable notice thereof to all
parties or their representatives.

      K. Arbitration Hearing Memoranda

      Twenty (20) days prior to the Arbitration Hearing, each party shall submit
to the other party (or parties) and to the Panel an Arbitration Hearing
Memorandum which sets forth the applicable law and any argument as to any
relevant issue. The Arbitration Hearing Memorandum will supplement, and not
repeat, the allegations, information and documents contained in or with the
Complaint, Answer, Counterclaim and Reply, if any. Ten (10) days prior to the
Arbitration Hearing, each party may submit to the other party (or parties) and
to the Panel a Response Arbitration Hearing Memorandum which sets forth any
response to another party's Arbitration Hearing Memorandum.
<PAGE>

      L. Notice For Testimony

      Ten (10) days prior to the Arbitration Hearing, any party may serve a
Notice on any other party (or parties) requesting the attendance at the
Arbitration Hearing of any officer, employee or director of the other party (or
parties) for the purpose of providing noncumulative testimony. If a party fails
to produce one of its officers, employees or directors whose noncumulative
testimony during the Arbitration Hearing is reasonably requested by an adverse
party, the Panel may refuse to allow that party to support or oppose designated
claims or defenses, prohibit that party from introducing designated matters into
evidence or, in extreme cases, decide an issue submitted for mandatory dispute
resolution adversely to that party. This Rule may not be used for the purpose of
burdening or harassing any party, and the Presiding Arbitrator may impose such
orders as are appropriate so as to prevent or remedy any such burden or
harassment.

      M. Arbitration Hearing Procedures

            i.    Attendance at Arbitration Hearing: Any person having a direct
                  interest in the proceeding is entitled to attend the
                  Arbitration Hearing. The Presiding Arbitrator shall otherwise
                  have the power to require the exclusion of any witness, other
                  than a party or other essential person, during the testimony
                  of any other witness. It shall be discretionary with the
                  Presiding Arbitrator to determine the propriety of the
                  attendance of any other person.

            ii.   Confidentiality: The Panel and all parties shall maintain the
                  privacy of the Arbitration Proceeding. The parties and the
                  Panel shall treat the Arbitration Hearing and any discovery or
                  other proceedings or events related thereto, including any
                  award resulting therefrom, as confidential except as otherwise
                  necessary in connection with a judicial challenge to or
                  enforcement of an award or unless otherwise required by law.

            iii.  Stenographic Record: Any party, or if the parties do not
                  object, the Panel, may request that a stenographic or other
                  record be made of any Arbitration Hearing or portion thereof.
                  The costs of the recording and/or of preparing the transcript
                  shall be borne by the requesting party and by any party who
                  receives a copy thereof. If the Panel requests a recording
                  and/or a transcript, the costs thereof shall be borne equally
                  by the parties.
<PAGE>

            iv.   Oaths: The Panel may require witnesses to testify under oath
                  or affirmation administered by any duly qualified person and,
                  if requested by any party, shall do so.

            v.    Order of Arbitration Hearing: An Arbitration Hearing shall be
                  opened by the recording of the date, time, and place of the
                  Arbitration Hearing, and the presence of the Panel, the
                  parties, and their representatives, if any. The Panel may, at
                  the beginning of the Arbitration Hearing, ask for statements
                  clarifying the issues involved.

                  Unless otherwise agreed, the complaining party (or parties)
                  shall then present evidence to support their claim(s). The
                  respondent(s) shall then present evidence supporting their
                  defenses and Counterclaims, if any. The complaining party (or
                  parties) shall then present evidence supporting defenses to
                  the Counterclaims, if any, and rebuttal.

                  Witnesses for each party shall submit to questions by adverse
                  parties and/or the Panel.

                  The Panel has the discretion to vary these procedures, but
                  shall afford a full and equal opportunity to all parties for
                  the presentation of any material and relevant evidence

            vi.   Evidence: The parties may offer such evidence as is relevant
                  and material to the dispute and shall produce such evidence as
                  the Panel may deem necessary to an understanding and
                  resolution of the dispute. Unless good cause is shown, as
                  determined by the Panel or agreed to by all other parties, no
                  party shall be permitted to offer evidence at the Arbitration
                  Hearing which was not disclosed prior to the Arbitration
                  Hearing by that party. The Panel may receive and consider the
                  evidence of witnesses by affidavit upon such terms as the
                  Panel deems appropriate.
<PAGE>

                  The Panel shall be the judge of the relevance and materiality
                  of the evidence offered, and conformity to legal rules of
                  evidence, other than enforcement of the attorney-client
                  privilege and the work product protection, shall not be
                  necessary. The Federal Rules of Evidence shall be considered
                  by the Panel in conducting the Arbitration Hearing but those
                  rules shall not be controlling. All evidence shall be taken in
                  the presence of the Panel and all of the parties, except where
                  any party is in default or has waived the right to be present.

                  Settlement offers by any party in connection with Mediation or
                  MDR proceedings, decisions or recommendations of the selected
                  mediators, and a party's position papers or statements
                  furnished to the selected mediators shall not be admissible
                  evidence or considered by the Panel without the consent of all
                  parties.

            vii.  Closing of Arbitration Hearing: The Presiding Arbitrator shall
                  specifically inquire of all parties whether they have any
                  further proofs to offer or witnesses to be heard. Upon
                  receiving negative replies or if he or she is satisfied that
                  the record is complete, the Presiding Arbitrator shall declare
                  the Arbitration Hearing closed with an appropriate notation
                  made on the record. Subject to being reopened as provided
                  below, the time within which the Panel is required to make the
                  award shall commence to run, in the absence of contrary
                  agreement by the parties, upon the closing of the Arbitration
                  Hearing.

                  With respect to complex disputes, the Panel may, in its sole
                  discretion, defer the closing of the Arbitration Hearing for a
                  period of up to thirty (30) days after the presentation of
                  proofs in order to permit the parties to submit post-hearing
                  briefs and argument, as the Panel deems appropriate, prior to
                  making an award.

                  For good cause, the Arbitration Hearing may be reopened for up
                  to thirty (30) days on the Panel's initiative, or upon
                  application of a party, at any time before the award is made
<PAGE>

      N. Awards

      An Award must be in writing and shall be made promptly by the Panel and,
unless otherwise agreed by the parties or specified by law, no later than thirty
(30) days from the date of closing the Arbitration Hearing. If all parties so
request, the Award shall contain findings of fact and conclusions of law. The
Award, and all other rulings and determinations by the Panel, may be by a
majority vote.

      Parties shall accept as legal delivery of the Award the placing of the
Award or a true copy thereof in the mail addressed to a party or its
representative at its last known address or personal service of the Award on a
party or its representative.

      Awards are binding only on the parties to the Arbitration and are not
binding on any non-parties to the Arbitration and may not be used or cited as
precedent in any other proceeding.

      After the expiration of twenty (20) days from initial delivery, the Award
(with corrections, if any) shall be final and binding on the parties, and the
parties shall undertake to carry out the Award without delay.

      Proceedings to confirm, modify or vacate an Award shall be conducted in
conformity with and controlled by the Federal Arbitration Act. 9 U.S.C.ss.1, et
seq.

      O. Return Of Documents

      Within sixty (60) days after the Award and the conclusion of any judicial
proceedings with respect thereto, each party and the Panel shall return any
documents produced by any other party, including all copies thereof. If a party
receives a discovery request in any other proceeding which would require it to
produce any documents produced to it by any other party in a proceeding
hereunder, it shall not produce such documents without first notifying the
producing party and giving said party reasonable time to respond, if
appropriate, to the discovery request.
<PAGE>

4. Miscellaneous

      A. Expedited Procedures

      Any party to a Mediation may direct a request for an expedited Mediation
Hearing to the Chairman of the Mediation Committee, to the selected Mediators,
and to all other parties at any time. The Chairman of the Mediation Committee,
or at his or her direction, the then selected Mediators, shall grant any request
which is supported by good and sufficient reasons. If such a request is granted,
the Mediation shall be completed within as short a period as practicable, as
determined by the Chairman of the Mediation Committee or, at his or her
direction, the then selected Mediators.

      Any party to an Arbitration may direct a request for expedited proceedings
to the Administrator, to the Panel, and to all other parties at any time. The
Administrator, or the Presiding Arbitrator if the Panel has been selected, shall
grant any such request which is supported by good and sufficient reasons. If
such a request is granted, the Arbitration shall be completed within as short a
time as practicable, as determined by the Administrator and/or the Presiding
Arbitrator.

      B. Temporary Or Preliminary Injunctive Relief

      Any party may seek temporary or preliminary injunctive relief with the
filing of a Complaint or at any time thereafter. If such relief is sought prior
to the time that an Arbitration Panel has been selected, then the Administrator
shall select a single Arbitrator who is a lawyer who has no interest in the
subject matter of the dispute, and no connection to any of the parties, to hear
and determine the request for temporary or preliminary injunction. If such
relief is sought after the time that an Arbitration Panel has been selected,
then the Arbitration Panel will hear and determine the request. The request for
temporary or preliminary injunctive relief will be determined with reference to
the temporary or preliminary injunction standards set forth in Fed. R. Civ. P.
65.

      C. Defaults And Proceedings In The Absence Of A Party

      Whenever a party fails to comply with the MDR Rules in a manner deemed
material by the Panel, the Panel shall fix a reasonable time for compliance and,
if the party does not comply within said period, the Panel may enter an Order of
default or afford such other relief as it deems appropriate. Arbitration may
proceed in the event of a default or in the absence of any party who, after due
notice, fails to be present or fails to obtain an extension. An Award shall not
be made solely on the default or absence of a party, but the Panel shall require
the party who is present to submit such evidence as the
<PAGE>

Panel may require for the making of findings, determinations, conclusions, and
Awards.

      D. Notice

      Each party shall be deemed to have consented that any papers, notices, or
process necessary or proper for the initiation or continuation of a proceeding
under these rules or for any court action in connection therewith may be served
on a party by mail addressed to the party or its representative at its last
known address or by personal service, in or outside the state where the MDR
proceeding is to be held.

      The Corporate Secretary and the parties may also use facsimile
transmission, telex, telegram, or other written forms of electronic
communication to give the notices required by these rules.

      E. Expenses

      The expenses of witnesses shall be paid by the party causing or requesting
the appearance of such witnesses. All expenses of the MDR proceeding, including
compensation, required travel and other reasonable expenses of the Panel, and
the cost of any proof produced at the direct request of the Panel, shall be
borne equally by the parties and shall be paid periodically on a timely basis,
unless they agree otherwise or unless the Panel in the Award assesses such
expenses, or any part thereof against any party (or parties). In exceptional
cases, the Panel may award reasonable attorneys' fees as an item of expense, and
the Panel shall promptly determine the amount of such fees based on affidavits
or such other proofs as the Panel deems sufficient.

      F. Disqualification Or Disability Of A Panel Member

      In the event that any Arbitrator of a Panel with more than one Arbitrator
should become disqualified, resign, die, or refuse or be unable to perform or
discharge his or her duties after the commencement of MDR but prior to the
rendition of an Award, and the parties are unable to agree upon a replacement,
the remaining Panel member(s):

            i.    shall designate a replacement, subject to the right of any
                  party to challenge such replacement for cause.

            ii.   shall decide the extent to which previously held hearings
                  shall be repeated.
<PAGE>

      If the remaining Panel members consider the proceedings to have progressed
to a stage as to make replacement impracticable, the parties may agree, as an
alternative to the recommencement of the Mandatory Dispute Resolution process,
to resolution of the dispute by the remaining Panel members.

      In the event that a single Arbitrator should become disqualified, resign,
die, or refuse or be unable to perform or discharge his or her duties after the
commencement of MDR but prior to the rendition of an Award, and the parties are
unable to agree upon a replacement, the Administrator shall appoint a successor,
subject to the right of any party to challenge such successor for cause, and the
successor shall decide the extent to which previously held proceedings shall be
repeated.

      G. Extensions of Time

      Any time limit set forth in these Rules may be extended upon agreement of
the parties and approval of: (i) the Chairman of the Mediation Committee if the
proceeding is then in Mediation; (ii) the Administrator if the proceeding is in
Arbitration, but no Arbitration Panel has been selected; or (iii) the
Arbitration Panel, if the proceeding is in Arbitration and the Arbitration Panel
has been selected.

      H. Intervention

      The Plans, their Controlled Affiliates, and BCBSA, to the extent subject
to MMDR pursuant to their License Agreements, shall have the right to move to
intervene in any pending Arbitration. A written motion for intervention shall be
made to: (i) the Administrator, if the proceeding is in Arbitration, but no
Arbitration Panel has been selected; or (ii) the Arbitration Panel, if the
proceeding is in Arbitration and the Arbitration Panel has been selected. The
written motion for intervention shall be delivered to the BCBSA Corporate
Secretary (which shall also constitute service on the BCBSA if it is a
respondent) and to any Plan(s) and/or Controlled Affiliate(s) which are parties
to the proceeding. Any party to the proceeding can submit written objections to
the motion to intervene. The motion for intervention shall be granted upon good
cause shown. Intervention also may be allowed by stipulation of the parties to
the Arbitration proceeding. Intervention shall be allowed upon such terms as the
Arbitration Panel decides.

      I. BCBSA Assistance In Resolution of Disputes

      The resources and personnel of the BCBSA may be requested by any member
Plan at any time to try to resolve disputes with another Plan.


                                                      Amended September 21, 2000
<PAGE>

      J. Neutral Evaluation

      The parties can voluntarily agree at any time to have an independent party
render a neutral evaluation of the parties' respective positions.

      K. Recovery of Attorney Fees and Expenses

         Motions to Compel

      Nothwithstanding any other provisions of these Rules, any Party subject to
      the License Agreements (for purposes of this Section L and all of its
      subsections only hereinafter referred to collectively and individually as
      a "Party") that initiates a court action or administrative proceeding
      solely to compel adherence to these Rules shall not be determined to have
      violated these Rules by initiating such action or proceeding.

         Recovery of Fees, Expenses and Costs

      The Arbitration Panel may, in its sole discretion, award a Party its
      reasonable attorneys' fees, expenses and costs associated with a filing to
      compel adherence to these Rules and/or reasonable attorneys' fees,
      expenses and costs incurred in responding to an action filed in violation
      of these Rules; provided, however, that neither fees, expenses, nor costs
      shall be awarded by the Arbitration Panel if the Party from which the
      award is sought can demonstrate to the Arbitration panel, in its sole
      discretion, that it did not violate these Rules or that it had reasonable
      grounds for believing that its action did not violate these Rules.

         Requests for Reimbursement

      For purposes of this Section L, any Party may request reimbursement of
      fees, expenses and/or costs by submitting said request in writing to the
      Arbitration Panel at any time before an award is delivered pursuant to
      Section 3-N hereof, with a copy to the Party from which reimbursement is
      sought, explaining why it is entitled to such reimbursement. The Party
      from which reimbursement is sought shall have 20 days to submit a response
      to such request to the Arbitration Panel with a copy to the Party seeking
      reimbursement.


                                                      Amended September 21, 2000
<PAGE>

                                                                     EXHIBIT 5-A

                              MEDIATION COMMITTEE

REPORTS TO: Board of Directors

CHARGE:     1. Develop and implement processes for resolving misunderstandings
            or disagreements between Plans or between Plans and the Association
            under the following circumstances:

                  a.    Matters at issue regarding relationships between Plans
                        or between Plans and the Association.

                  b.    Matters at issue regarding relationships between Plans
                        or between Plans and the Association.

                  c.    Matters at issue under the Inter-Plan Bank, Reciprocity,
                        and Transfer Programs.

                  d.    Matters at issue regarding contractor selection or
                        performance under the Medicare Part A Program.

            2. Determination of equalization allowances and/or cost allowances
            under FEP shall not be considered by this Committee.

MEMBERSHIP: Six to Eight

STAFF: Senior Vice President and General Counsel