EXHIBIT 10.8
 BLUE SHIELD LICENSE AGREEMENT
(Includes revisions, if any, adopted by Member Plans through their November 13, 2008 meeting)
 
 Preamble




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Agreement
   Amended as of September 18, 2008




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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; orB.
    
    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:
         Amended as of June 11, 1998
 -2-




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9.
    
    Take any action that any Controlling Plan
or BCBSA reasonably believes will adversely affect the Licensed Marks
or Names.
  C.
    
    The Controlled Affiliate is owned or controlled by two or more Plans authorized
to use the Licensed Marks pursuant to this License Agreement with BCBSA (for purposes
of this subparagraph 2.C. through subparagraph 2.E., the Controlling Plans);D.
    
    Each Controlling Plan is authorized pursuant to this Agreement to use the
Licensed Marks in a geographic area in the Region (as that term is defined in such
Controlled Affiliate License Agreements) and every geographic area in the Region is so
licensed to at least one of the Controlling Plans; andE.
    
    The Controlling Plans must have 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 100% 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 Plans do not concur;
and (c) to exercise control over the policy and operations of the Controlled Affiliate.
Notwithstanding anything to the contrary in (a) through (c) of this subparagraph E.,
the Controlled Affiliates establishing or governing documents must also require
written approval by each of the Controlling Plans before the Controlled Affiliate can:
 1.
    
    Change its legal and/or trade names;2.
    
    Change the geographic area in which it operates
(except such approval shall not be required with respect to business of
the Controlled Affiliate conducted under the Licensed Marks within the
Service Area of one of the Controlling Plans pursuant to a separate
controlled affiliate license agreement with BCBSA sponsored by such
Controlling Plan);
 Amended as of March 17, 2005
  -2a-




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3.
    
    Change any of the type(s) of businesses in
which it engages (except such approval shall not be required with
respect to business of the Controlled Affiliate conducted under the
Licensed Marks within the Service Area of one of the Controlling Plans
pursuant to a separate controlled affiliate license agreement with
BCBSA sponsored by such Controlling Plan);4.
    
    Take any action that any Controlling Plan or
BCBSA reasonably believes will adversely affect the Licensed Marks and
Name.
    Amended as of March 17, 2005
 -3-




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Amended as of November 16, 2006
 -3a-




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Amended as of March 16, 2006
 -4-




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Amended November 15, 2007
 -4a-




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Amended as of September 17, 1997
 -5-




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Amended as of September 17, 1997
 -5a-




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Amended as of September 17, 1997
  -5b-




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Amended as of June 16, 2005
 -6-




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-7-




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Amended as of September 14, 2004
 -7a-




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either
   (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,
subject to any conflicting state law and state regulatory
requirements. This notice shall be mailed within 15 days after
termination or, if termination is pursuant to paragraph 10(c) of
this Agreement, within 15 days after the written notice to BCBSA
described in paragraph 10(c).(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 June 16, 2005
 -8-




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(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 the
Re-Establishment Fee (described below) 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
Re-Establishment Fee 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. The Re-Establishment Fee shall be indexed
to a base fee of $80. The Re-Establishment Fee through December
31, 2005 shall be $80. The Re-Establishment Fee for calendar
years after December 31, 2005 shall be adjusted on January 1 of
each calendar year up to and including January 1, 2010 and shall
be the base fee multiplied by 100% plus the cumulative
percentage increase or decrease in the Plans gross
administrative expense (standard BCBSA definition) per Licensed
Enrollee since December 31, 2004. The adjustment shall end on
January 1, 2011, at which time the Re-Establishment Fee shall be
fixed at the then-current amount and no longer automatically
adjusted. For example, if the Plans gross administrative
expense per Licensed Enrollee was $278.60, $285.00 and $290.00
for calendar year end 2004, 2005 and 2006, respectively, the
January 1, 2007 Re-Establishment Fee would be $83.27 (100% of
the base fee plus $1.84 for calendar year 2005 and $1.43 for
calendar year 2006). 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
 Amended as of June 16, 2005
 -8a-




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to the extent that, in BCBSAs
opinion, it does not cause the net worth of the Plan to
fall below 100% of the Health Risk-Based Capital 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. At least 50%
of the Re-Establishment Fee shall be awarded to the Plan
(or Plans) that receive the new license(s) for the service
area(s) at issue; provided, however, that such award shall
not become due or payable until all disputes, if any,
regarding the amount of and BCBSAs right to such
Re-Establishment Fee have been finally resolved; and
provided further that the award shall be based on the
final amount actually received by BCBSA. The Board of
Directors shall adopt a resolution which it may amend from
time to time that shall govern BCBSAs use of its portion
of the award. In the event that the terminated entitys
license is reinstated by BCBSA or is deemed to have
remained in effect without interruption by a court of
competent jurisdicition, BCBSA shall reimburse the Plan
(and/or its Licensed Controlled Affiliates, as the case
may be) for payments made under this subparagraph only to
the extent that such payments exceed the amounts due to
BCBSA pursuant to subparagraph 15(d)(vi) and any costs
associated with reestablishing the Service Area, including
any payments made by BCBSA to a Plan or Plans (or their
Licensed Controlled Affiliates) for purposes of replacing
the terminated entity.(iv)
    
    The terminated entity shall comply with
all financial settlement procedures set forth in BCBSAs License
Termination Contingency Plan, as amended from time
 Amended as of June 16, 2005
 -8b-




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Amended as of November 16, 2006
 -8c-




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(v)
    
    Notwithstanding any other provision in
this Agreement, BCBSA shall have the right, with the approval of
its Board of Directors, to assess additional fines against the
terminated entity during the Transition in the event it fails to
maintain and provide access to provider networks as defined by
Federal Employee Program agreements, National Account Program
Policies and Provisons, and Inter-Plans Programs Policies and
Provisions, and/or pass on applicable discounts. Such fines
shall be in addition to any other assessments, fees or
liquidated damages payable herein, or under existing policies
and programs and shall be imposed to make whole BCBSA and/or the
Plans. Terminated entity shall pay any such fines to BCBSA no
later than 30 days after they are approved by the Board of
Directors.(vi)
    
    BCBSA shall have the right to examine
and audit and/or hire at terminated entitys expense a
third-party auditor to examine and audit the books and records
of the terminated entity and its Licensed Controlled Affiliates
to verify compliance with the terms and requirements of this
paragraph 15(d).(vii)
    
    Subsequent to termination of this
Agreement, the terminated entity and its affiliates, agents, and
employees shall have an ongoing and continuing obligation to
protect all BCBSA and Blue Licensee data that was acquired or
accessed during the period this Agreement was in force,
including but not limited to all confidential processes,
pricing, provider, discount and other strategic and
competitively sensitive information (Blue Information) from
disclosure, and shall not, either alone or with another entity,
disclose such Blue Information or use it in any manner to
compete without the express written permission of BCBSA.(viii)
    
    As to a breach of 15 (d) (i), (ii), (iii), (iv), (vi), or
(vii) the parties agree that the obligations are immediately
enforceable in a court of competent jurisdiction. As to a
breach of 15 (d) (i), (ii), (iv), (vi), or (vii) by the Plan,
the parties agree there is no adequate remedy at law and BCBSA
is entitled to obtain specific performance.
 Amended as of November 16, 2006
 -8d-




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(ix)
    
    In the event that the terminated
entitys license is reinstated by BCBSA or is deemed to have
remained in effect without interruption by a court of competent
jurisdiction, the Plan and its Licensed Controlled Affiliates
shall be jointly liable for reimbursing BCBSA the reasonable
costs incurred by BCBSA in connection with the termination and
the reinstatement or court action, and any associated legal
proceedings, including but not limited to: outside legal fees,
consulting fees, public relations fees, advertising costs, and
costs incurred to develop, lease or establish an interim
provider network. Any amount due to BCBSA under this
subparagraph may be waived in whole or in part by the BCBSA
Board of Directors in its sole discretion.
   Amended as of June 16, 2005
 -8e-




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Amended as of November 20, 1997
 -8f-




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Amended as of June 16, 2005
  -8g-




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BLUE CROSS AND BLUE SHIELD ASSOCIATION
 ByTitleDate
 The Plan:
 ByTitleDate
 -9-




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EXHIBIT 1
 BLUE SHIELD
CONTROLLED AFFILIATE LICENSE AGREEMENT
(Includes revisions adopted by Member Plans through their November 13, 2008 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;
 2




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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.
  3




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3. SERVICE MARK USE
      4




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4. SUBLICENSING AND ASSIGNMENT
  5. INFRINGEMENT
  6. LIABILITY INDEMNIFICATION
  7. LICENSE TERM
   Amended as of September 14, 2004
 5




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6




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Amended as of March 18, 2004
 7




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Amended as of June 16, 2005
 8




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Amended as June 16, 2005
 9




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Amended as of June 16, 2005
 10




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8. DISPUTE RESOLUTION
  9. LICENSE FEE
  10. JOINT VENTURE
  Amended September 20, 2007
 11




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11. NOTICES AND CORRESPONDENCE
  12. COMPLETE AGREEMENT
  13. SEVERABILITY
  14. NONWAIVER
  14A. VOTING
  Amended as of June 16, 2005
 12




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13




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15. GOVERNING LAW
  16. HEADINGS
   Controlled Affiliate:By:Date:Plan:By:Date:BLUE CROSS AND BLUE SHIELD ASSOCIATIONBy:Date:
 14




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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
 15




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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
 16




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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.
  
      Amended September 19, 2002
 17




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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
Standard 1A, 4 Standard 1B, 4 Non-Risk
Standard 4*,10A
Standard 1B, 4
* Applicable only if using the names and marks.
IN ADDITION,
2. Is risk being assumed? Yes            No
Controlled            Controlled            Controlled            Cont
rolled            Controlled            Controlled
Affiliate            Affiliate comprises            Affiliate
comprises            Affiliate comprises            Affiliate
comprises            Affiliates Primary
underwrites any < 15% of total > 15% of total < 15% of total > 15% of total            Business is
indemnity portion            member enrollment            member
enrollment            member enrollment            member
enrollment            Government Non-Risk
of workers of Plan and its            of Plan and its            of Plan and
its            of Plan and its            Standard 10B
compensation            licensed            licensed            licens
ed affiliates            licensed affiliates
insurance            affiliates, and            affiliates,
and            Standard 2 
Standards 7A-7E, 12 does not underwrite            does not underwrite (Guidelines            Standard 6H
the indemnity            the indemnity 1.1,1.3) and
portion of workers portion of workers Standard 11
compensation            compensation
insurance            insurance
Standard 2 
(Guidelines            Standard 6H
1.1,1.2) and
Standard 11
IN ADDITION,
3. Is medical care being directly provided?
Yes            No
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 member enrollment of Plan and its licensed
controlled affiliates?
Yes            No
Standards 6A-6J            Controlled Affiliate
            Controlled            Controlled            Controlled
is not a former            Affiliate is a            Affiliate is not
a            Affiliates Primary
primary licensee            former primary            former
primary            Business is
and elects
to            licensee            licensee            Government
Non-Risk
participate in            Standards            and does not
elect            Standards 8, 10(C),12
BCBSA national 5,8,9A,11,12 to participate in
programs            BCBSA national
Standards 5,8,9B,12 programs
Standards 5,8,12




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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).
 19




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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
 21




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EXHIBIT A (continued)
  Standard 6  Other Standards for Larger Controlled Affiliates
         1.
    
    Transfer Program;2.
    
    BlueCard Program;
 22




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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 as of 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
 24




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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
 26




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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
 EXHIBIT A (continued)
 27




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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.
 31




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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
 32




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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
 34




---



##### 



EXHIBIT B (continued)
 FOR NONRISK PRODUCTS:
   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.
  Amended June 14, 2007
 35




---



##### 



CONTROLLED AFFILIATE LICENSE AGREEMENT
APPLICABLE TO LIFE INSURANCE COMPANIES
(Includes revisions adopted by Member Plans through theirNovember 13, 2008 meeting)
 
    1. GRANT OF LICENSE
  Amended as of June 12, 2003
 -1-




---



##### 



2. QUALITY CONTROL
     3. SERVICE MARK USE
  -2-




---



##### 



4. SUBLICENSING AND ASSIGNMENT
  5. INFRINGEMENTS
  6. LIABILITY INDEMNIFICATION
  7. LICENSE TERM
   -3-




---



##### 








---



##### 



8. DUES
  
 
 
 
   Amended as of November 20, 1997




---



##### 



9. JOINT VENTURE
  9A VOTING
  10. NOTICES AND CORRESPONDENCE
  Amended as of June 16, 2005




---



##### 



11. COMPLETE AGREEMENT
  12. SEVERABILITY
  13. NONWAIVER
  14 GOVERNING LAW
  -5-




---



##### 



BLUE CROSS AND BLUE SHIELD ASSOCIATION
 By:Date:Controlled AffiliateBy:Date:PlanBy:Date:
 -6-




---



##### 



EXHIBIT A
 PREAMBLE
   Standard 1  Organization and Governance
   Standard 2  State Licensure
  Standard 3  Records and Examination
  -1-




---



##### 



EXHIBIT A
  Standard 4  Mediation
  Standard 5  Financial Responsibility
  Standard 6  Cooperation with Affiliate License Performance Response Process Protocol
  -2-




---



##### 



BLUE SHIELD
CONTROLLED AFFILIATE LICENSE AGREEMENT
APPLICABLE TO REGIONAL MEDICARE ADVANTAGE PPO PRODUCTS
(Adopted by Member Plans at their November 13, 2008)
 
      1. GRANT OF LICENSE
  
 -1-




---



##### 



2. QUALITY CONTROL
        -2-




---



##### 



(i)
    
    change its legal and/or trade names;(ii)
    
    change the geographic area in which it operates (except such
approval shall not be required with respect to business of the Controlled
Affiliate conducted under the Licensed Marks within the Service Area of one of
the Controlling Plans pursuant to a separate controlled affiliate license
agreement with BCBSA sponsored by such Controlling Plan);(iii)
    
    change any of the type(s) of businesses in which it engages
(except such approval shall not be required with respect to business of the
Controlled Affiliate conducted under the Licensed Marks within the Service
Area of one of the Controlling Plans pursuant to a separate controlled
affiliate license agreement with BCBSA sponsored by such Controlling Plan);(iv)
    
    take any action that any Controlling Plan or BCBSA reasonably
believes will adversely affect the Licensed Marks and Name.
  -3-




---



##### 



3. SERVICE MARK USE
     4. SUBLICENSING AND ASSIGNMENT
  -4-




---



##### 



5. INFRINGEMENT
  6. LIABILITY INDEMNIFICATION
  7. LICENSE TERM
    -5-




---



##### 



-6-




---



##### 



-7-




---



##### 



-8-




---



##### 



-9-




---



##### 



8. DISPUTE RESOLUTION
  9. LICENSE FEE
  10. JOINT VENTURE
  -10-




---



##### 



11. NOTICES AND CORRESPONDENCE
  12. COMPLETE AGREEMENT
  13. SEVERABILITY
  14. NONWAIVER
  14A. VOTING
  -11-




---



##### 



15. GOVERNING LAW
  16. HEADINGS
  -12-




---



##### 



Controlled Affiliate:By:Date:Controlling Plan:By:Date:Controlling Plan:By:Date:BLUE CROSS AND BLUE SHIELD ASSOCIATIONBy:Date:
 -13-




---



##### 



EXHIBIT A
 CONTROLLED AFFILIATE LICENSE STANDARDS
APPLICABLE TO REGIONAL MEDICARE
ADVANTAGE PPO PRODUCTS
 PREAMBLE
  Standard 1  Organization and Governance
        -14-




---



##### 



EXHIBIT A (continued)
  (i)
    
    change its legal and/or trade names;(ii)
    
    change the geographic area in which it operates (except such
approval shall not be required with respect to business of the Controlled
Affiliate conducted under the Licensed Marks within the Service Area of one of
the Controlling Plans pursuant to a separate controlled affiliate license
agreement with BCBSA sponsored by such Controlling Plan);(iii)
    
    change any of the type(s) of businesses in which it engages
(except such approval shall not be required with respect to business of the
Controlled Affiliate conducted under the Licensed Marks within the Service
Area of one of the Controlling Plans pursuant to a separate controlled
affiliate license agreement with BCBSA sponsored by such Controlling Plan);(iv)
    
    take any action that any Controlling Plan or BCBSA reasonably
believes will adversely affect the Licensed Marks and Name.
  Standard 2  Financial Responsibility
  Standard 3  State Licensure/Certification
  -15-




---



##### 



EXHIBIT A (continued)
 Standard 4  Certain Disclosures
  a.
    
    the structure of the Blue Cross and Blue Shield System; andb.
    
    the independent nature of every licensee.
 Standard 5  Reports and Records for Controlled Affiliates
  Standard 6   Best Efforts
  Standard 7   Participation in Certain National Programs
   a.
    
    Inter-Plan Teleprocessing System (ITS); andb.
    
    Inter-Plan Medicare Advantage Program.
 Standard 8   Participation in Master Business Associate Agreement
  Amended November 15, 2007
 -16-




---



##### 



EXHIBIT B
 ROYALTY FORMULA FOR SECTION 9 OF THE
CONTROLLED AFFILIATE LICENSE AGREEMENTS
APPLICABLE TO REGIONAL MEDICARE ADVANTAGE PPO PRODUCTS
   Amended June 14, 2007
 -17-




---



##### 



BLUE SHIELD
CONTROLLED AFFILIATE LICENSE AGREEMENT
APPLICABLE TO REGIONAL MEDICARE PART D PRESCRIPTION DRUG PLAN PRODUCTS
(Adopted by Member Plans at their November 13, 2008)
 
      1. GRANT OF LICENSE
  
 -1-




---



##### 



2. QUALITY CONTROL
        -2-




---



##### 



(i)
    
    change its legal and/or trade names;(ii)
    
    change the geographic area in which it operates (except such
approval shall not be required with respect to business of the Controlled
Affiliate conducted under the Licensed Marks within the Service Area of one of
the Controlling Plans pursuant to a separate controlled affiliate license
agreement with BCBSA sponsored by such Controlling Plan);(iii)
    
    change any of the type(s) of businesses in which it engages
(except such approval shall not be required with respect to business of the
Controlled Affiliate conducted under the Licensed Marks within the Service
Area of one of the Controlling Plans pursuant to a separate controlled
affiliate license agreement with BCBSA sponsored by such Controlling Plan);(iv)
    
    take any action that any Controlling Plan or BCBSA reasonably
believes will adversely affect the Licensed Marks and Name.
  -3-




---



##### 



3. SERVICE MARK USE
     4. SUBLICENSING AND ASSIGNMENT
  -4-




---



##### 



5. INFRINGEMENT
  6. LIABILITY INDEMNIFICATION
  7. LICENSE TERM
    -5-




---



##### 



-6-




---



##### 



-7-




---



##### 



-8-




---



##### 



-9-




---



##### 



8. DISPUTE RESOLUTION
  9. LICENSE FEE
  10. JOINT VENTURE
  -10-




---



##### 



11. NOTICES AND CORRESPONDENCE
  12. COMPLETE AGREEMENT
  13. SEVERABILITY
  14. NONWAIVER
  14A. VOTING
  -11-




---



##### 



15. GOVERNING LAW
  16. HEADINGS
  -12-




---



##### 



Controlled Affiliate:By:Date:Controlling Plan:By:Date:Controlling Plan:By:Date:BLUE CROSS AND BLUE SHIELD ASSOCIATIONBy:Date:
 -13-




---



##### 



EXHIBIT A
 CONTROLLED AFFILIATE LICENSE STANDARDS
APPLICABLE TO REGIONAL MEDICARE
PART D PRESCRIPTION DRUG PLAN PRODUCTS
 PREAMBLE
  Standard 1  Organization and Governance
        -14-




---



##### 



EXHIBIT A (continued)
  (i)
    
    change its legal and/or trade names;(ii)
    
    change the geographic area in which it operates (except such
approval shall not be required with respect to business of the Controlled
Affiliate conducted under the Licensed Marks within the Service Area of one of
the Controlling Plans pursuant to a separate controlled affiliate license
agreement with BCBSA sponsored by such Controlling Plan);(iii)
    
    change any of the type(s) of businesses in which it engages
(except such approval shall not be required with respect to business of the
Controlled Affiliate conducted under the Licensed Marks within the Service
Area of one of the Controlling Plans pursuant to a separate controlled
affiliate license agreement with BCBSA sponsored by such Controlling Plan);(iv)
    
    take any action that any Controlling Plan or BCBSA reasonably
believes will adversely affect the Licensed Marks and Name.
  Standard 2  Financial Responsibility
  Standard 3  State Licensure/Certification
  -15-




---



##### 



EXHIBIT A (continued)
 Standard 4  Certain Disclosures
  a.
    
    the structure of the Blue Cross and Blue Shield System; andb.
    
    the independent nature of every licensee.
 Standard 5  Reports and Records for Controlled Affiliates
  Standard 6   Best Efforts
  Standard 7   Participation in Master Business Associate Agreement
  -16-




---



##### 



EXHIBIT B
 ROYALTY FORMULA FOR SECTION 9 OF THE
CONTROLLED AFFILIATE LICENSE AGREEMENTS
APPLICABLE TO REGIONAL MEDICARE PART D PRESCRIPTION DRUG PLAN PRODUCTS
   Amended June 14, 2007
 -17-




---



##### 



EXHIBIT 2
 Membership Standards
      Standard 1:
    
    A Plan shall maintain a governing Board, which shall control the Plan and ensure that
the Plan follows appropriate practices of corporate governance. A Plans Board shall not be
controlled by any special interest group, shall make an annual determination that a majority
of its directors are independent, and shall act in the best interest of its Corporation and
its customers. The Board shall be 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 March 15, 2007




---



##### 



EXHIBIT 2
Membership Standards
 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 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), Plan, Subsidiary and Affiliate
Report; and
 
    
    Plans that are a Shell Holding Company as defined in the
Preamble hereto are required to furnish only a calendar year-end
Health Risk-Based Capital (HRBC) Report as defined by the NAIC.
 Amended as of November 15, 2001




---



##### 



EXHIBIT 2
 Membership Standards
 E.
    
    Quarterly Enrollment Report and Member
Touchpoint Measures Index (MTM).
 
    
    Plans that are a Shell Holding Company as defined in the
Preamble hereto are not required to furnish a Quarterly Enrollment
Report.
    
    For purposes of MTM reporting only, a Plan shall file a
separate MTM report for each Geographic Market and on an
enterprise basis, except that the enterprise report shall not
include the Geographic Market as defined in section (c) of
footnote 2 to the guidelines to administer Regular Member Standard
4.
 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;D.
    
    National Account Programs;E.
    
    Business Associate Agreement for Blue
Cross and Blue Shield Licensees, effective April 14, 2003; andF.
    
    Inter-Plan Medicare Advantage Program.
 Amended as of November 15, 2007




---



##### 



EXHIBIT 2
 Membership Standards
 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:
    
    Notwithstanding any other provision in this License
Agreement, 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 to promote and build the value
of the 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 16, 2005




---



##### 



EXHIBIT 2
 Membership Standards
 Standard 12:
    
    No provider network, or portion thereof, shall be rented or
otherwise made available to a National Competitor if the
Licensed Marks or Names are used in any way with such
network.A provider network may be rented or otherwise made available,
provided there is no use of the Licensed Marks or Names with
respect to the network being rented.
 Amended as of March 18, 2004




---



##### 



EXHIBIT 3
 GUIDELINES WITH RESPECT TO USE OF
LICENSED NAME AND MARKS IN CONNECTION WITH NATIONAL
ACCOUNTS
      Amended June 12, 2003




---



##### 



Exhibit 3
     Amended as of June 14, 1996




---



##### 



Exhibit 3
    Amended March 13, 2003




---



##### 



EXHIBIT 4
 GOVERNMENT PROGRAMS AND CERTAIN OTHER USES
    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 the Plans Service Area in order to serve its subscribers or those of
such licensed Controlled Affiliates residing or working in its service area;
 Amended as of March 17, 2005




---



##### 



EXHIBIT 4
  d.
    
    issuing a small sign containing the legal name or trade name of the Plan or
such licensed Controlled Affiliates for display by a provider to identify the latter
as a participating provider of the Plan or Controlled Affiliate;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 or Controlled Affiliate 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.h.
    
    negotiating rates with a health care provider for services to a specific
member, provided that all of the following conditions are met:
 (1)
    
    the health care provider does not have a contract,
applicable to the services rendered or to be rendered, with the Licensee (or
any of the Licensees in the case of overlapping Service Areas) in whose
Service Area the health care provider is located; and(2)
    
    the Plan or Controlled Affiliate reasonably determines that
the member did/does not have a reasonable opportunity to access a
participating provider whose contract applies to the services rendered or to
be rendered; and(3)
    
    at least one of the following circumstances exists:
 (i)
    
    the member received emergency services and
the Plan or Controlled Affiliate knows or reasonably anticipates that
the charges on the claim will meet or exceed $5,000; or
 Amended as of June 19, 2008




---



##### 



EXHIBIT 4
  (ii)
    
    a provider, in consultation pre- or post-
treatment with the Plan or Controlled Affiliate, makes/made a
treatment recommendation or referral to a non-par provider or to a
par provider whose contract does not apply to the services to be
rendered; or(iii)
    
    the member inadvertently accessed a non-par
provider or non-contracted services in the course of receiving
services from a par provider (e.g., the member sees a non-par
consulting specialist in a participating hospital); and
 (4)
    
    the Licensee (and in the case of overlapping Service Areas, all of the
Licensees) in whose Service Area the health care provider is located consent(s) in
advance.
 Amended as of June 19, 2008




---



##### 



EXHIBIT 4
  i.
    
    contracting with a pharmacy management organization (Pharmacy
Intermediary) to gain access to a national or regional pharmacy network to provide
self-administered prescription drugs to deliver a pharmacy benefit for all of the
Plans or licensed Controlled Affiliates members nationwide, provided, however, that
the Pharmacy Intermediary may not use the Licensed Marks or Name in contracting with
the pharmacy providers in such network;j.
    
    contracting with the corporate owner of a national or regional retail
pharmacy chain to gain access to the pharmacies in the chain to provide
self-administered prescription drugs to deliver a pharmacy benefit for all of the
Plans or licensed Controlled Affiliates members nationwide, provided that (1) the
Plan and the Controlled Affiliate may not contract directly with pharmacists or
pharmacy stores outside the Plans Service Area, and (2) neither the Plans or the
Controlled Affiliates name nor the Licensed Marks or Name may be posted or otherwise
displayed at or by any pharmacy store outside the Plans Service Area;k.
    
    contracting with a dental management organization (Dental Intermediary) to
gain access to a national or regional dental network to deliver a routine dental
benefit for all of the Plans or licensed Controlled Affiliates members nationwide,
provided, however, that the Dental Intermediary may not use the Licensed Marks or
Name in contracting with the dental providers in such network;l.
    
    contracting with a vision management organization (Vision Intermediary) to
gain access to a national or regional vision network to deliver a routine vision
benefit for all of the Plans or licensed Controlled Affiliates members nationwide,
provided, however, that the Vision Intermediary may not use the Licensed Marks or
Name in contracting with the vision providers in such network;m.
    
    contracting with an independent clinical laboratory for analysis and
clinical assessment of specimens that are collected within the Plans Service Area;
 Amended as of March 17, 2005




---



##### 



EXHIBIT 4
  n.
    
    contracting with a durable medical equipment or home medical equipment
company for durable medical equipment and supplies and home medical equipment and
supplies that are shipped to a location within the Plans Service Area;o.
    
    contracting with a speciality pharmaceutical company for non-routine
biological therapeutics that are ordered by a health care professional located within
the Plans Service Area;p.
    
    contracting with a company that operates provider sites in the Plans
Service Area, provided that the contract is solely for services rendered at a site
(e.g., hospital, mobile van) that is within the Plans Service Area;q.
    
    contracting with a company that makes health care professionals available in
the Plans Service Area (e.g., traveling home health nurse), provided that the
contract is solely for services rendered by health care professionals who are located
within the Plans Service Area.r.
    
    entering into a license agreement between and among BCBSA, the Plan and a
debit card issuer located outside the Plans Service Area, and entering into a
corresponding operating agreement or agreements, in order to offer a debit card
bearing the Licensed Marks and Name to eligible persons as defined by the
aforementioned license agreement.s.
    
    in conjunction with contracting with a National Account as Control Licensee
or Alternate Control Licensee (as those terms are defined in the Inter-Plan Programs
Policies and Provisions (IP Policies)) to offer Blue-branded Health Coverage to the
National Account, offering Blue-branded Health and Wellness Programs to all members of
the National Account, including members who have not enrolled in the Blue-branded
Health Coverage (non-Blue Health Coverage members), provided that:
 (i)
    
    the Plan and/or licensed Controlled Affiliate has no contact
or interaction with providers outside of the Plans Service Area regarding
such non-Blue Health Coverage members, except in cases of urgent medical need;
and
 Amended as of November 13, 2008




---



##### 



EXHIBIT 4
  (ii)
    
    if in accordance with IP Policies another Licensee is
soliciting or servicing under the Brands a local plant, office or division of
the account that is outside of the Plans Service Area, the Plan and/or
licensed Controlled Affiliate may not offer Blue-branded Health and Wellness
Programs to any employees working at such local plant, office or division
without the consent of such other Licensee; and(iii)
    
    if the Plan and/or licensed Controlled Affiliate provides an
information card to the non-Blue Health Coverage members, the card may not
display the Symbols in the masthead, must contain a prominent disclosure
conveying that it is not a health insurance card, and otherwise must be
designed so that it is dissimilar to a Blue member identification card.
  Health and Wellness Program
 
    
    Health Risk Assessment and/or Preventive Screenings
    
    Exercise and Fitness Programs
    
    Health and Wellness Events (e.g., attendance at a health
fair, a 5K walk)
    
    Nutrition and Weight Management
    
    Health Education (e.g., smoking cessation classes)
    
    Prenatal and Parenting Education
    
    Disease or Chronic Condition Management
  Health Coverage
 Amended as of November 13, 2008




---



##### 



EXHIBIT 4
   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 the Region in order to serve its subscribers residing in the Region,
provided that the Controlled Affiliate may not use the names of any of its
Controlling Plans in connection with such contracting unless the provider is located
in a geographic area that is also contiguous to such Controlling Plans Service Area;d.
    
    issuing a small sign containing the legal name or trade name of the
Controlled Affiliate for display by a provider to identify the latter as a
participating provider of the Controlled Affiliate, provided that the Controlled
Affiliate may not use the names of any of its Controlling Plans on such signs unless
the provider is located in a geographic area that is also contiguous to such
Controlling Plans Service Area;e.
    
    advertising in publications or electronic media solely to persons for
employment;
 Amended as of March 17, 2005




---



##### 



EXHIBIT 4
  f.
    
    advertising in print, electronic or other media which serve, as a
substantial market, the Region, provided that the Controlled Affiliate may not
advertise outside its Region on the national broadcast and cable networks and that
advertisements in national print media are limited to the smallest regional edition
encompassing the Region, and provided further that any such advertising by the
Controlled Affiliate may not reference the name of any of its Controlling Plans
unless the respective Controlling Plan is authorized under paragraph 2 of this
Exhibit 4 to advertise in such media;g.
    
    advertising by direct mail where the addressees zip code plus 4 includes,
at least in part, the Region, provided that such advertising by the Controlled
Affiliate may not reference the name of any of its Controlling Plans unless the
respective Controlling Plan is authorized under paragraph 2 of this Exhibit 4 to send
direct mail to such zip code plus 4.h.
    
    [Intentionally left blank, pending review by the Inter-Plan Programs
Committee of the applicability of the case management rule to such Controlled
Affiliates.]i.
    
    contracting with a pharmacy management organization (Pharmacy
Intermediary) to gain access to a national or regional pharmacy network to provide
self-administered prescription drugs to deliver a pharmacy benefit for the Controlled
Affiliates regional Medicare Advantage PPO or regional Medicare Part D Prescription
Drug members enrolled under the Licensed Marks pursuant to such respective Controlled
Affiliate License Agreements, provided, however, that the Pharmacy Intermediary may
not use the Licensed Marks or Name in contracting with the pharmacy providers in such
network;j.
    
    contracting with the corporate owner of a national or regional retail
pharmacy chain to gain access to the pharmacies in the chain to provide
self-administered prescription drugs to deliver a pharmacy benefit to the Controlled
Affiliates regional Medicare Advantage PPO
 Amended as of March 17, 2005




---



##### 



EXHIBIT 4
  or regional Medicare Part D Prescription Drug members enrolled under the Licensed
Marks pursuant to such respective Controlled Affiliate License Agreements,
provided that (1) the Controlled Affiliate may not contract directly with
pharmacists or pharmacy stores outside the Region, and (2) neither the Controlled
Affiliates name nor the Licensed Marks or Name may be posted or otherwise
displayed at or by any pharmacy store outside the Region;k.
    
    contracting with a dental management organization (Dental Intermediary) to
gain access to a national or regional dental network to deliver a routine dental
benefit for the Controlled Affiliates regional Medicare Advantage PPO members
enrolled under the Licensed Marks pursuant to such Controlled Affiliate License
Agreement, provided, however, that the Dental Intermediary may not use the Licensed
Marks or Name in contracting with the dental providers in such network;l.
    
    contracting with a vision management organization (Vision Intermediary) to
gain access to a national or regional vision network to deliver a routine vision
benefit for the Controlled Affiliates regional Medicare Advantage members enrolled
under the Licensed Marks pursuant to such Controlled Affiliate License Agreement,
provided, however, that the Vision Intermediary may not use the Licensed Marks or
Name in contracting with the vision providers in such network;m.
    
    contracting with an independent clinical laboratory for analysis and
clinical assessment of specimens that are collected within the Controlled Affiliates
Region;n.
    
    contracting with a durable medical equipment or home medical equipment
company for durable medical equipment and supplies and home medical equipment and
supplies that are shipped to a location within the Controlled Affiliates Region;o.
    
    contracting with a specialty pharmaceutical company for non-routine
biological therapeutics that are ordered by a health care professional located within
the Region;
 Amended as of March 17, 2005




---



##### 



EXHIBIT 4
  p.
    
    contracting with a company that operates provider sites in the Region,
provided that the contract is solely for services rendered at a site (e.g., hospital,
mobile van) that is within the Region;q.
    
    contracting with a company that makes health care professionals available in
the Region (e.g., traveling home health nurse), provided that the contract is solely
for services rendered by health care professionals who are located within the Region.
  a.
    
    the Licensed Marks may only be used by BCBSA with the term Federal
Employee Program, Federal, FEP, or similar language identifying the program
as a benefit program for federal employees;b.
    
    the Licensed Marks may not be used by BCBSA with the name(s) of a
specific Plan or Plans and;c.
    
    any use by BCBSA in conjunction with a new national FEHBP program
proposed after the enactment of this amendment will require the approval of the
BCBSA Board of Directors.
 Amended as of March 16, 2006




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EXHIBIT 5
  MEDIATION AND MANDATORY DISPUTE RESOLUTION (MMDR) RULES
  1. Initiation of Proceedings
 Pre-MMDR Efforts
  Complaint
  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




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EXHIBIT 5
  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 the matter be handled on an
expedited basis and the reasons therefor; andix.
    
    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.
  Answer
  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; andiv.
    
    any request, if applicable, that the matter be handled on an
expedited basis and the reasons therefor.
  Amended September 20, 2007




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EXHIBIT 5
  Reply To Counterclaim
  2. Mediation
  Selection of Mediators
  Binding Decision
  Amended September 20, 2007




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EXHIBIT 5
  Mediation 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.
    
    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
permitted. At the close of each presentation, the selected mediator(s) will
be given an opportunity to ask questions of the presenters and witnesses. All
parties must be present throughout the Mediation Hearing. The selected
mediator(s) may extend the time allowed for each partys presentation at the
Mediation Hearing. The selected mediator(s) may meet in executive session,
outside the presence of the parties, or may meet with the parties separately,
to discuss the controversy.iii.
    
    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 mediator(s), will sit
in on the negotiations.
 Amended September 20, 2007
      EXHIBIT 5
  iv.
    
    After the close of the presentations, the selected
mediator(s) 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.v.
    
    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.vi.
    
    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 mediator(s), and
decisions or recommendations in any Mediation proceeding shall be executed by
each party.vii.
    
    Upon request of the selected mediator(s), or one of the
parties, BCBSA staff may also submit documentation at any time during the
proceedings.
 Notice of Termination of Mediation
  Amended September 20, 2007
      EXHIBIT 5
  3. Mandatory Dispute Resolution (MDR)
  MDR Administrator
    Rules for MDR
  Amended September 20, 2007
      EXHIBIT 5
  Initial Conference
  Panel Selection Process
     Amended September 20, 2007




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EXHIBIT 5
  Duties Of The Arbitrators
  ex parte
 Panels Jurisdiction And Authority
   Amended September 20, 2007




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EXHIBIT 5
  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® or BLUE SHIELD® 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® or BLUE
SHIELD® 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.
  Administrative Conference
  Amended September 20, 2007




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##### 



EXHIBIT 5
   Discovery
 i.
    
    Requests for Production of Documents: All requests for the
production of documents must be served no later than five (5) days after the
date of the Initial Conference. Within twenty (20) days after receipt of a
request for production of documents, a party shall (a) serve responses and
objections to the request, (b) produce all responsive, non-privileged
documents to the requesting party, and (c) to the extent any responsive
documents are withheld on the grounds of attorney-client privilege or work
product, produce a log identifying such documents in the manner specified in
Fed. R. Civ. P. 26(b)(5). If, after reviewing a privilege log, the requesting
party believes attorney-client privilege or work product protection was
improperly claimed by the producing party with respect to any document, the
requesting party may ask the Presiding Arbitrator to conduct an in-camera
inspection of the same. With respect to documentary and other discovery
produced in any MDR proceeding by BCBSA, the fact that a partys CEO or other
senior officers may serve on the BCBSA Board of Directors, BCBSA Board
Committees or other BCBSA work groups, task forces and the like, shall not be
a basis for defeating an otherwise valid claim of attorney-client privilege or
work product protection over such documentary or other discovery materials by
BCBSA.ii.
    
    Requests for Admissions: Requests for Admissions may be
served up to twenty-one (21) days prior to the discovery cut-off set by the
Presiding Arbitrator. 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.
 Amended September 20, 2007




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##### 



EXHIBIT 5
  iii.
    
    Depositions:As a general rule, the parties will not be
permitted to take party or non-party 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. The parties will be permitted to take de
bene esse deposition1 testimony to the fullest extent permitted by
law of any witness who cannot be compelled to testify at the Arbitration
Hearing. No deposition, for discovery purposes or otherwise, shall exceed
three (3) hours, excluding objections and colloquy of counsel. Depositions
may be recorded in any manner recognized by the Federal Rules of Civil
Procedure and the parties shall specify in each notice of deposition or
request for permission to take deposition testimony the manner in which such
deposition shall be recorded.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(a)(2)(B) ten (10) days prior to the
discovery cut-off set by the Presiding Arbitrator. If a party intends to
present the testimony of a rebuttal expert witness during the Arbitration
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(a)(2)(B)
within twenty (20) days after the date on which the written statement of the
expert witness whose testimony is to be rebutted was produced.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 thirty (30) days from the date of the Administrative
Conference without the agreement of all parties.
 
 1
    
    As used in these Rules, de bene esse deposition means
a deposition that is not taken for discovery purposes, but is taken for the
purpose of reading part or all of the deposition transcript into the record at
the Arbitration Hearing, to the extent permitted by the Panel, because the
witness cannot be compelled to testify at the Arbitration Hearing or has
exercised a right provided under these Rules to provide deposition testimony in
lieu of testimony at the Arbitration Hearing. Amended September 20, 2007




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##### 



EXHIBIT 5
  vi.
    
    Additional discovery: Any additional discovery will be at
the discretion of the Presiding Arbitrator.vii.
    
    Discovery Disputes:Any discovery disputes shall be raised
by motion to the Presiding Arbitrator, who is authorized to resolve all such
disputes, and whose resolution will be binding on the parties unless modified
by the Arbitration Panel. Prior to raising any discovery dispute with the
Presiding Arbitrator, the parties shall meet and confer, telephonically or in
person, in an attempt to resolve or narrow the dispute. 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.viii.
    
    Extensions:The time for responding to discovery requests
may be extended by the Presiding Arbitrator for good and sufficient cause
shown. Any request for such an extension shall be made in writing.
 Panel Suggested Settlement/Mediation
  Amended September 20, 2007
      EXHIBIT 5
  Subpoenas on Third Parties
 et seq
 Arbitration Hearing
  Arbitration Hearing Memoranda
  Amended September 20, 2007
      EXHIBIT 5
  Notice For Testimony
  et seq.
 Amended September 20, 2007
      EXHIBIT 5
  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.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.
 Amended September 20, 2007
      EXHIBIT 5
  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.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.




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EXHIBIT 5
  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
 Awards
    Amended September 20, 2007
      EXHIBIT 5
   et seq
 Return of Documents
  4. Miscellaneous
 Expedited Procedures




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##### 



EXHIBIT 5
  Temporary or Preliminary Injunctive Relief
  Defaults and Proceedings in the Absence of a Party
  Notice




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##### 



EXHIBIT 5
  Expenses
  Disqualification or Disability of A Panel Member
  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.




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EXHIBIT 5
  Extensions of Time
  Intervention
  BCBSA Assistance In Resolution of Disputes
  Neutral Evaluation
  Amended September 20, 2007
      EXHIBIT 5
  Recovery of Attorney Fees and Expenses
       Amended September 20, 2007
      EXHIBIT 5
    Amended September 20, 2007