Exhibit 10.12
 BLUE SHIELD
CONTROLLED AFFILIATE LICENSE AGREEMENT
(Includes revisions adopted by Member Plans through their November 19, 2009 meeting)
     1. GRANT OF LICENSE
   2. QUALITY CONTROL
  Amended as of November 16, 2000




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(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;
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(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.
    (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.In addition, a Plan or Plans directly or indirectly through wholly-owned subsidiaries shall
own more than 50% of any for-profit Controlled Affiliate.
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3. SERVICE MARK USE
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4. SUBLICENSING AND ASSIGNMENT
  5. INFRINGEMENT
  6. LIABILITY INDEMNIFICATION
  7. LICENSE TERM
   Amended as of September 14, 2004
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Amended as of March 18, 2004
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Amended as of June 16, 2005
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Amended as June 16, 2005
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Amended as of June 16, 2005
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8. DISPUTE RESOLUTION
  9. LICENSE FEE
  10. JOINT VENTURE
  Amended as of June 16, 2005
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11. NOTICES AND CORRESPONDENCE
  12. COMPLETE AGREEMENT
  13. SEVERABILITY
  14. NONWAIVER
  14A. VOTING
  Amended as of June 16, 2005
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THIS
PAGE IS INTENTIONALLY BLANK.
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15. GOVERNING LAW
  16. HEADINGS
   Controlled Affiliate:
 By:Date:
 Plan:
 By:Date:
 BLUE CROSS AND BLUE SHIELD ASSOCIATION
 By:Date:
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EXHIBIT A
 CONTROLLED AFFILIATE LICENSE STANDARDS   PREAMBLE
   
    
    Percent of Controlled Affiliate controlled by parent: Greater than 50 percent
or 50 percent?
    
    Risk assumption: yes or no?
    
    Medical care delivery: yes or no?
    
    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 member enrollment?
 Amended September 19, 2002
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EXHIBIT A (continued)
  
    
    A smaller Controlled Affiliate: (1) comprises less than fifteen percent (15%) of
Plans and its licensed Controlled Affiliates total member 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.
    
    A larger Controlled Affiliate comprises fifteen percent (15%) or more of Plans and
its licensed Controlled Affiliates total member enrollment (as reported on the BCBSA
Quarterly Enrollment Report, excluding rider and freestanding coverage, and treating an
entity seeking licensure as licensed.)*
  any
  Amended September 19, 2002
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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 Health Risk-Based
Capital (HRBC) as defined by the NAIC and state-established minimum reserve) requirements of
the larger Controlled Affiliate Financial Responsibility standard; and2.
    
    Within six (6) months after reaching or surpassing the fifteen percent (15%) threshold,
demonstrate compliance with all license requirements for a larger Controlled Affiliate.
  
 *
    
    For purposes of this calculation,     Amended September 19, 2002
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EXHIBIT A (continued)
 STANDARDS FOR LICENSED CONTROLLED AFFILIATES
   18




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EXHIBIT A (continued)
 Standard 1  Organization and Governance
     1)
    
    to select members of the Controlled Affiliates governing body having not less than 50% voting
control thereof; and2)
    
    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; and3)
    
    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).
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EXHIBIT A (continued)
  o
    
    change the geographic area in which it operateso
    
    change its legal and/or trade
nameso
    
    change any of the types of businesses in which it engageso
    
    create, or become liable for by way of guarantee, any indebtedness, other than
indebtedness arising in the ordinary course of businesso
    
    sell any assets, except for sales in the ordinary course of business or sales of equipment
no longer useful or being replacedo
    
    make any loans or advances except in the ordinary course of businesso
    
    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 Nameo
    
    take any action that any Controlling Plan or BCBSA reasonably believes will adversely
affect the Licensed Marks and Name.
  20




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EXHIBIT A (continued)
 Standard 2  Financial Responsibility
  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:
  3B.)
    
The Standard for a Controlled Affiliate that does not employ, own or contract on a
substantially exclusive basis for medical services is:
  Standard 4  Certain Disclosures
  Standard 5  Reports and Records for Certain Smaller Controlled Affiliates
  Amended as of June 16, 2005
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EXHIBIT A (continued)
  Standard 6  Other Standards for Larger Controlled Affiliates
         1.
    
    Transfer Program;2.
    
    BlueCard Program;
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EXHIBIT A (continued)
 3.
    
    Inter-Plan Teleprocessing System (ITS);4.
    
    National Account Programs;5.
    
    Business Associate Agreement for Blue Cross and Blue Shield Licensees, effective April
14, 2003; and6.
    
    Inter-Plan Medicare Advantage Program.
           Amended November 15, 2007
 23




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EXHIBIT A (continued)
   A)
    
    BCBSA Controlled Affiliate Licensure Information Request; andB)
    
    Biennial trade name and service mark usage material, including disclosure material; andC)
    
    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; andD)
    
    Quarterly Financial Report, Semi-annual Health Risk-Based Capital (HRBC) 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), andE)
    
    Quarterly Enrollment Report.
 Amended March 14, 2002
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EXHIBIT A (continued)
   Standard 7  Other Standards for Risk-Assuming Workers Compensation Controlled Affiliates
      A.
    
    BCBSA Controlled Affiliate Licensure Information Request; andB.
    
    Biennial trade name and service mark usage materials, including disclosure
materials; andC.
    
    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;
andD.
    
    Quarterly Financial Report, Quarterly Estimated Risk-Based Capital for Property and
Casualty Insurers, Insurance Department Examination Report, Quarterly Enrollment
Report; and
 Amended September 19, 2002
 25




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EXHIBIT A (continued)
 E.
    
    Notification of all changes and proposed changes to independent ratings within 30 days
of receipt and submission of a copy of all rating reports; andF.
    
    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.
       Amended November 16, 2000
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EXHIBIT A (continued)
 Standard 8  Cooperation with Controlled Affiliate License Performance Response Process
Protocol
  Standard 9(A)  Participation in National Programs by Smaller Controlled Affiliates that were
former Primary Licensees
  A.
    
    National program requirements include:
 
    
    BlueCard Program;
    
    Inter-Plan Teleprocessing System (ITS);
    
    Transfer Program;
    
    National Account Programs.
 B.
    
    Financial Requirements include:
 
    
    Standard 6(D): Financial Performance Requirements and Standard 6(H): Financial
Responsibility; or
    
    A financial guarantee covering the Controlled Affiliates Inter-Plan Programs
obligations in a form, and from a guarantor, acceptable to BCBSA.
 Amended November 15, 2007
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EXHIBIT A (continued)
 Standard 9(A)  Participation in National Programs by Smaller Controlled Affiliates that were
former Primary Licensees
 C.
    
    Reporting requirements include:
 
    
    The Semi-annual Health Risk-Based Capital (HRBC) Report.
 Amended June 13, 2002
 28




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Exhibit A (continued)
 Standard 9(B)  Participation in National Programs by Smaller Controlled Affiliates
  A.
    
    National program requirements include:
 
    
    BlueCard Program;
    
    Inter-Plan Teleprocessing System (ITS);
    
    National Account Programs.
 B.
    
    Financial Requirements include:
 
    
    Standard 6(D): Financial Performance Requirements and Standard 6(H):
Financial Responsibility; or
    
    A financial guarantee covering the Controlled Affiliates Inter-Plan
Programs obligations in a form, and from a guarantor, acceptable to BCBSA.
 Amended November 15, 2007
 29




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EXHIBIT A (continued)
 Standard 10  Other Standards for Controlled Affiliates Whose Primary Business is Government
Non-Risk
    30




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EXHIBIT A (continued)
     A.
    
    BCBSA Affiliate Licensure Information Request; andB.
    
    Biennial trade name and service mark usage materials, including disclosure material;
andC.
    
    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)*; andD.
    
    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.
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EXHIBIT A (continued)
 Standard 11- Participation in Inter-Plan Medicare Advantage Program
   A.
    
    Inter-Plan Medicare Advantage Program.
 Amended November 15, 2007
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EXIHIBIT A (continued)
 Standard 12: Participation in Master Business Associate Agreement by Smaller Controlled
Affiliate Licensees
  Amended September 19, 2002
 33




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EXHIBIT B
  FOR RISK AND GOVERNMENT NON-RISK PRODUCTS:
       Amended June 14, 2007
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EXHIBIT B (continued)
 FOR NONRISK PRODUCTS:
     ® ®
 Amended June 14, 2007
 35