Exhibit 10.13
 BLUE CROSS LICENSE AGREEMENT
(Includes revisions, if any, adopted by Member Plans through their November 19, 2009
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:
 1.
    
    Change its legal and/or trade name;2.
    
    Change the geographic area in which it
operates;3.
    
    Change any of the types of businesses in
which it engages;4.
    
    Create, or become liable for by way of guarantee, any indebtedness,
other than indebtedness arising in the ordinary course of business;5.
    
    Sell any assets, except for sales in the ordinary course of business
or sales of equipment no longer useful or being replaced;6.
    
    Make any loans or advances except in the ordinary course of business;7.
    
    Enter into any arrangement or agreement with any party directly or
indirectly affiliated with any of the owners of the Controlled Affiliate
or persons or entities with the authority to select or appoint members or
board members of the Controlled Affiliate, other than the Plan or Plans
(excluding owners of stock holdings of under 5% in a publicly traded
Controlled Affiliate);8.
    
    Conduct any business other than under the
Licensed Marks and Name;
 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.
 In addition, a Plan or Plans directly or indirectly through wholly owned
subsidiaries shall own at least 50% of any for-profit Controlled Affiliate. With
respect to the Controlled Affiliate License Agreements authorized in clauses d) and
e) of this Paragraph 2, and absent written approval by BCBSA of an alternative
method of control, bona fide control shall mean that the Controlled Affiliate is
organized and operated in such a manner that it meets the following requirements:
 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; and
 E.
    
    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.
 In addition, the Controlling Plans directly or indirectly through wholly-owned
subsidiaries shall own 100% of any for-profit Controlled Affiliate.
   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 as of 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(d) of this
Agreement, within 15 days after the written notice to BCBSA described in paragraph 10(d).(ii)
    
    The terminated entity shall deliver to BCBSA within five days of a request by BCBSA a
listing of national accounts in which the terminated entity is involved (in a Control,
Participating or Servicing capacity), identifying the national account and the terminated entitys
role therein. For those accounts where the terminated entity is the Control Plan, the Plan must
also indicate the Participating and Servicing Plans in the national account syndicate.
 Amended as of 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 ReEstablishment 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 to the extent that, in
BCBSAs
 Amended as of June 16, 2005
 -8a-




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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 jurisdiction,
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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to time and shall work diligently and in good faith with BCBSA,
any Alternative Control Licensee or Replacement Licensee and any
existing or potential new account for Blue-branded products and
services to minimize the disruption of termination, and honor, to
the fullest extent possible, the desire of accounts to continue to
receive or obtain Blue-branded products and services through a new
Licensee (Transition). Such diligence and good faith on the part
of the terminated entity shall include, but not be limited to: (a)
working cooperatively with BCBSA to protect the Names and Marks
from potential harm; (b) cooperating with BCBSAs use of the Names
and Marks in the terminated entitys former service area during
the termination and Transition; (c) transmitting, upon the request
of an existing Blue account or of BCBSA with consent and on behalf
of an existing Blue account, all member and account-data relating
to the Federal Employee Program to BCBSA, and all member and
account data relating to other programs to an Alternative Control
Licensee or Replacement Licensee; (d) working with
BCBSA and the Alternative Control or Replacement Licensee with
respect to potential new Blue accounts headquartered in the
terminated entitys former service area; (e) continuing to service
Blue accounts during the Transition; (f) continuing to comply with
National Programs, Federal Employee Program and NASCO policies and
procedures and all voluntary BCBSA programs, policies and
performance standards, such as Away From Home Care, including
being responsible for payment of all penalties for non-compliance
duly levied in conformity with the License Agreements, Membership
Standards, or the Federal Employee Program agreements, that may
arise during the Transition; (g) maintaining and providing access
to its provider networks, as defined by Federal Employee Program
agreements and National Account Program Policies and Provisions,
and Inter-Plan Programs Policies and Provisions, and making those
networks and discounts available to members and providers who
participate in National Programs and the Federal Employee Program
during the Transition; (h) maintaining its technical connections
and processing capabilities during the Transition; and (i) working
diligently to conclude all financial settlements and account
reconciliations as negotiated in the termination transition
agreement.
 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 Provisions, and Inter-Plan 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 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 PLAN:
 ByTitleDate -9-




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EXHIBIT 1
 BLUE CROSS
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;
 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
      Amended as of June 16, 2005
 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 of 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 as of 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
November 2009
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 as of 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 as of 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 as of September 19, 2002
 17




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EXHIBIT A (continued)
 STANDARDS FOR LICENSED CONTROLLED AFFILIATES
  
 1. What percent of the controlled affiliate is controlled by the parent Plan?
More than 50% 50% 100% and Primary Business is
Government Non-Risk
Standard 1A, 4 Standard 1B, 4
Standard 4*,10A
* Applicable only if using the names and marks.
IN ADDITION,
2. Is risk being assumed?
Yes            No
Controlled Affiliate            Controlled Affiliate            Controlled Affiliate            Controlled Affiliate            Controlled Affiliate            Controlled
underwrites any            comprises < 15% comprises > 15% comprises < 15% comprises > 15% Affiliates Primary
indemnity portion            of total member            of total member            of total member            of total member            Business is
of workers enrollment of Plan            enrollment of Plan            enrollment of Plan            enrollment of Plan            Government Non-
compensation            and its licensed            and its licensed            and its licensed            and its licensed            Risk
insurance            affiliates, and does            affiliates, and does            affiliates            affiliates
not underwrite the            not underwrite the
Standards 7A-7E, indemnity portion of            indemnity portion of
12 workers workers
compensation            compensation            Standard 6H            Standard 10B
insurance            insurance
Standard 2 Standard 6H            Standard 2
(Guidelines 1.1,1.2) (Guidelines 1.1,1.3)
and Standard 11 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 Affiliate is a            Controlled Affiliate is not a            Controlled Affiliates
is not a former            former primary            former primary licensee            Primary Business is
primary licensee            licensee            and does not elect to            Government Non-Risk
and elects to            participate in BCBSA
participate in            national programs
BCBSA nationals
programs
Standards 5,8,9A,11, Standards 8, 10(C),
Standards 5,8,9B,12 12 Standards 5,8,12 12 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).
 19




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EXHIBIT A (continued)
  
    
    change the geographic area in which it operates
    
    change its legal and/or trade
names
    
    change any of the types of businesses in which it engages
    
    create, or become liable for by way of guarantee, any indebtedness, other than
indebtedness arising in the ordinary course of business
    
    sell any assets, except for sales in the ordinary course of business or sales of equipment
no longer useful or being replaced
    
    make any loans or advances except in the ordinary course of
business
    
    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)
    
    conduct any business other than under the Licensed Marks and Name
    
    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 as of 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 as of 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 as of 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 as of November 15, 2007
 27




---



##### 



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 Captial (HRBC) Report.
 Amended as of June 13, 2002
 28




---



##### 



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.
  
    
    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 as of November 15, 2007
 29




---



##### 



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




---



##### 



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




---



##### 



EXHIBIT A (continued)
 Standard 11- Participation in Inter-Plan Medicare Advantage Program
   A.
    
    Inter-Plan Medicare Advantage Program.
 Amended as of November 15, 2007
 32




---



##### 



EXHIBIT A (continued)
 Standard 12: Participation in Master Business Associate Agreement by Smaller Controlled
Affiliate Licensees
  Amended as of September 19, 2002
 33




---



##### 



EXHIBIT B
   FOR RISK AND GOVERNMENT NON-RISK PRODUCTS:
       Amended as of 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 as of June 14, 2007
 35




---



##### 



CONTROLLED AFFILIATE LICENSE AGREEMENT
APPLICABLE TO LIFE INSURANCE COMPANIES
(Includes revisions adopted by Member Plans through their November 19, 2009 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-




---



##### 



-4a-




---



##### 



8.
DUES
  
    
    An annual fee of five thousand dollars ($5,000) per license, plus
    
    .05% of gross revenue per year from branded group products, plus
    
    .5% of gross revenue per year from branded individual products plus
    
    .14% of gross revenue per year from branded individual annuity products.
 The foregoing percentages shall be reduced by one-half where both a BLUE CROSS® and BLUE
SHIELD® license are issued to the same entity. In the event that any License period is greater or
less than one (1) year, any amounts due shall be prorated. Royalties under this formula will be
calculated, billed and paid in arrears.Plan will promptly and timely transmit to BCBSA all dues owed by Controlled Affiliate as
determined by the above formula and if Plan shall fail to do so, Controlled Affiliate shall pay
such dues directly.
 Amended as of November 20, 1997
 -4b-




---



##### 



9. JOINT VENTURE
  9A VOTING
  10. NOTICES AND CORRESPONDENCE
  Amended as of June 16, 2005
  -4c-




---



##### 



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




---



##### 



BLUE CROSS AND BLUE SHIELD ASSOCIATION
 By:Date:Controlled Affiliate:By:Date:Plan:By:Date: -6-




---



##### 



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




---



##### 



EXHIBIT A
 Standard 3  Records and Examination
  Standard 4  Mediation
  Standard 5  Financial Responsibility
  Standard 6  Cooperation with Affiliate License Performance Response Process Protocol
  -2-




---



##### 



BLUE CROSS
CONTROLLED AFFILIATE LICENSE AGREEMENT
APPLICABLE TO REGIONAL MEDICARE ADVANTAGE PPO PRODUCTS
(Adopted by Member Plans at their November 19, 2009 meeting)
 
      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 as of 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 as of June 14, 2007
 -17-




---



##### 



BLUE CROSS
CONTROLLED AFFILIATE LICENSE AGREEMENT
APPLICABLE TO REGIONAL MEDICARE PART D PRESCRIPTION DRUG PLAN
PRODUCTS
(Adopted by Member Plans at their November 19, 2009 meeting)
 
      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 
November 2009
 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 as of 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, Member Touchpoint Measures Index (MTM) (current version)
through 12/31/2010, MTM
Index (first revised version) starting 1/1/2011 through
12/31/2011, and MTM Index (second revised version) starting
1/1/2012 and thereafter.
 
    
    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 included 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 19, 2009




---



##### 



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 Cross 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 as of June 12, 2003




---



##### 



EXHIBIT 3
     Amended as of June 14, 1996




---



##### 



EXHIBIT 3
    Amended as of 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
  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 as specifically provided in the IP Policies; and
 Amended as of March 19, 2009




---



##### 



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.
 For purposes of this subparagraph s, the following definitions apply:Health and Wellness Programshall mean a program that includes at least one of
the following elements or a related element:
 
    
    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
 The above listing is intended to represent examples of the types of programs that
may be offered, and other programs, including those offered through different
media such as the internet or telephonically, may also be deemed Health and
Wellness programs.Health Coverageshall mean providing or administering medical, surgical,
hospital, major medical, or catastrophic coverage, or any HMO, PPO, POS or other
managed care plan for the foregoing services.
 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




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##### 



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 or
regional Medicare Part D Prescription Drug members
 Amended as of March 17, 2005




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##### 



EXHIBIT 4
  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




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##### 



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.
 4.
    
    BCBSA shall retain the right to use the Licensed Marks in conjunction with the
Federal Employee Program and with any other national offering made to federal employees
pursuant to the Federal Employees Health Benefits Program (FEHBP), including the right
to license such use to its vendors, but ony in the following manner.
 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 as of September 20, 2007




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##### 



EXHIBIT 5
  Reply
To Counterclaim
  2.
Mediation
  Selection
of Mediators
  Binding
Decision
  Amended as of 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 mediator(s), or
any one or more of the selected mediators, will sit in on the negotiations.
 Amended as of September 20, 2007




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##### 



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 as of September 20, 2007




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##### 



EXHIBIT 5
  3.
    
    Mandatory Dispute Resolution (MDR)
  A.
    
    MDR Administrator
    B.
    
    Rules for MDR
  Amended as of September 20, 2007




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##### 



EXHIBIT 5
  C.
    
    Initial Conference
  D.
    
    Panel Selection Process
     Amended as of September 20, 2007




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##### 



EXHIBIT 5
  E.
    
    Duties Of The Arbitrators
  ex parte
 F.
    
    Panels Jurisdiction And Authority
   Amended as of 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.
  G.
    
    Administrative Conference
  Amended as of September 20, 2007




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##### 



EXHIBIT 5
   H.
    
    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 as of 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.
 Amended as of September 20, 2007
 
 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.




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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.
 I.
    
    Panel Suggested Settlement/Mediation
  Amended as of September 20, 2007




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##### 



EXHIBIT 5
  J.
    
    Subpoenas on Third Parties
 et seq
 K.
    
    Arbitration Hearing
  L.
    
    Arbitration Hearing Memoranda
  Amended as of September 20, 2007




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##### 



EXHIBIT 5
  M.
    
    Notice For Testimony
  et seq.
 Amended as of September 20, 2007




---



##### 



EXHIBIT 5
  N.
    
    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 as of 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.




---



##### 



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
 O.
    
    Awards
    Amended as of September 20, 2007




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##### 



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




---



##### 



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




---



##### 



EXHIBIT 5
  E.
    
    Expenses
  F.
    
    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
  G.
    
    Extensions of Time
  H.
    
    Intervention
  I.
    
    BCBSA Assistance in Resolution of Disputes
  J.
    
    Neutral Evaluation
  Amended as of September 20, 2007




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##### 



EXHIBIT 5
  K.
    
    Recovery of Attorney Fees and Expenses
 i.
    
    Motions to Compel
  ii
    
    Recovery of Fees, Expenses and Costs
  iii
    
    Requests for Reimbursement
  Amended as of September 20, 2007




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##### 



EXHIBIT 5
 Page 23 of 23
 L.
    
    Calculation of Time and Deadlines
  Amended as of September 20, 2007