Legal Entity Agency Agreement - Florida Blue - BCBSF

follow-up documentation pursuant tothe direction of Company’sCorporate Compliance Office. UponCompany’s request and pursuant toCompany’s direction, BusinessAssociate shall report in writing anyattempted but unsuccessful SecurityIncident of which BusinessAssociate becomes aware. BusinessAssociate shall comply with thisSection E (1) (C).d) Mitigation. Business Associate shallmitigate to the extent practicable anyharmful effect of which BusinessAssociate is aware that is caused by anyuse or disclosure of Protected HealthInformation or Nonpublic PersonalFinancial Information not provided forby Section E.e) Agents and Subcontractors. BusinessAssociate shall ensure that its agents andsubcontractors to whom it providesProtected Health Information agree inwriting to the same privacy and securityrestrictions and conditions that applythrough Section E to Business Associatewith respect to such information.f) Business Associate Guidance. BusinessAssociate shall comply with any policy,procedure or guidance with respect toBusiness Associate’s responsibilitiesunder Section E that Company may,from time to time, issue andcommunicate in writing to BusinessAssociate.2) Management of Protected HealthInformation.a) Access. Business Associate shall, withinseven (7) days following Company’srequest, make available to Company forinspection and copying Protected HealthInformation about an individual that is inBusiness Associate’s custody or control,so that Company may meet its accessobligations under the HIPAA-ASPrivacy Rule.b) Amendment. Business Associate shall,within fourteen (14) days followingCompany’s request, amend or permitCompany to amend any portion ofProtected Health Information that is inBusiness Associate’s custody or control sothat Company may meet its amendmentobligations under the HIPAA-AS PrivacyRule.c) Disclosure Accounting. Business Associateshall record the information specified below(“disclosure information”) for eachdisclosure of Protected Health Informationthat Business Associate makes, excludingdisclosures identified in 45 CFR §164.528(a)(1) including but not limited todisclosures for Treatment, Payment, andHealth Care Operations and disclosurespursuant to a HIPAA-AS compliantauthorization, and shall report thedisclosure information to Company’sCorporate Compliance Office at P.O. Box44283, Jacksonville, Florida 32203-4283 inwriting within five (5) days of BusinessAssociate making the accountabledisclosure. Disclosure information shallinclude:(i) the disclosure date;(ii) the name and (if known) address of theperson or entity to which BusinessAssociate made the disclosure;(iii) a brief description of the ProtectedHealth Information disclosed;(iv) a brief statement of the purpose of thedisclosure;(v) the name and date of birth of theindividual whose Protected HealthInformation was disclosed; and(vi) that individual’s contract number.d) Inspection of Internal Practices, Books andRecords. Business Associate shall make itsinternal practices, books, and recordsrelating to its use and disclosure ofProtected Health Information and itsprotection of the confidentiality, integrity,and availability of Electronic ProtectedHealth Information available to CompanyFlorida Blue Agency Agreement 10

and the U.S. Department of Health andHuman Services (“HHS”) as requestedor required to determine Company’scompliance with theHIPAA-AS Privacy Rule and Security RuBreach of Privacy and Security Obligationsa) Termination of Addendum.(i)Company and Business Associatespecifically acknowledge and agreethat a breach of any term of thisSection E shall be considered abreach of a material term of theAgreement and Company mayterminate the Agreement inaccordance with the Agreement’stermination provision.b) Obligations on Termination.(i)Return or Destruction of ProtectedHealth Information. Upontermination of the Agreement,Business Associate shall, iffeasible, return to Company ordestroy all Protected HealthInformation in its custody orcontrol in whatever form ormedium, including all copies andall derivative data, compilations,and other works that allowidentification of an individual whois a subject of the Protected HealthInformation. Business Associateshall in writing identify toCompany any Protected HealthInformation that cannot feasibly bereturned to Company or destroyedand explain why return ordestruction is infeasible. BusinessAssociate shall limit further use ordisclosure of such Protected HealthInformation to those purposes thatmake its return or destructioninfeasible. Business Associateshall complete these obligations aspromptly as possible, but not laterthan thirty (30) days following theeffective date of the termination ofthe Agreement.(ii) Continuing Privacy and SecurityObligations. Business Associate’sobligation to protect the privacy andconfidentiality and safeguard thesecurity of Protected HealthInformation specified in Section Eshall be continuous and survivetermination of the Agreement4) General Provisions for this Section E.a) Definitions. The terms “ElectronicProtected Health Information” and“Protected Health Information” have themeanings set out in 45 CFR § 160.103,except Protected Health Informationshall be limited to that informationcreated or received by BusinessAssociate from or on behalf of Companypursuant to the Agreement. The term“Required by Law” has the meaning setout in 45 CFR § 164.103. The term“Security Incident” has the meaning setout in 45 CFR § 164.304. The terms“Health Care Operations,” “Payment,”and “Treatment” have the meanings setout in 45 CFR § 164.501. For purposesof this Addendum, Protected HealthInformation encompasses Company’sElectronic Protected Health Information.The term “Nonpublic Personal FinancialInformation” has the meaning set out inFla. Admin. Code § 4-128.002 exceptNonpublic Personal FinancialInformation shall be limited to thatinformation created or received byBusiness Associate from or on behalf ofCompany pursuant to this Agreement.b) Amendment to this Section E. ThisSection E shall automatically amendupon the compliance date of any finalregulation or amendment to finalregulation promulgated by HHS or aFlorida regulatory agency concerning thesubject matter of Section E such thatBusiness Associate’s obligations remainin compliance with the finalregulation or amendment to finalregulation, unless Company or BusinessAssociate elects to terminate Section E bygiving the other party written notice oftermination at least ninety (90) days beforeFlorida Blue Agency Agreement 11

the compliance date of such finalregulation or amendment to finalregulation.c) No Third Party Beneficiaries. No partyshall be deemed a third party beneficiaryof Section E.F. General Terms1) Entire Agreement. As of the Effective Dateof this Agreement, this Agreement (includingany attached addendums or schedules) is thecomplete and sole contract between theparties regarding the distribution and renewalof Company Products (and as applicable, anyother Company policies or contracts) byAgency and supersedes any and all priorunderstandings or agreements between theparties whether oral or in writing on thissubject matter. For the avoidance of doubt,this Agreement replaces all Single CaseAgreements between the parties executedprior to the Effective Date, including,without limitation, with respect tocommission or other compensation payablefor Company Products (and as applicable,other Company policies or contracts) issuedprior to or after the Effective Date.2) Construction. In this Agreement the words“shall” and “will” are used in the mandatorysense. Unless the context otherwise clearlyrequires, any one gender includes all others,the singular includes the plural, and the pluralincludes the singular.3) No Waiver. The fact that Company may nothave insisted upon strict compliance with thisAgreement with respect to an act ortransaction of Agency shall not relieveAgency from the obligation to performstrictly in accordance with the terms of thisAgreement.4) Independent Contractor. Agency shall be anindependent contractor of Company, andnothing herein shall be construed as creatinga relationship of employer-employee,partner, joint venturer, officer or agent ofCompany in any manner for any otherpurpose, other than as specifically providedin this Agreement.5) Applicable Law. This Agreement shall begoverned by the laws of the State of Florida,without regard to its choice of law provisions.6) Limitation of Liability. Company’s liability, ifany, for damages to Agency for any causewhatsoever arising out of or related to thisAgreement, and regardless of the form of theaction, shall be limited to Agency’s actualdamages. Company shall not be liable for anyindirect, incidental, punitive, exemplary, specialor consequential damages of any kindwhatsoever sustained as a result of a breach ofthis Agreement or any action, inaction oralleged tortuous conduct or delay by Company.7) Survival. In addition to those provisions whichby their terms survive expiration or terminationof this Agreement, Paragraphs 8 and 10-14 ofSection A; and Sections B, D, E and F shallsurvive expiration or termination of thisAgreement, regardless of the cause giving risethereto.8) No Third Party Beneficiaries. Nothing expressor implied in this Agreement is intended toconfer, nor shall anything herein confer, uponany person other than the parties and therespective successors or permitted assigns of theparties, any rights, remedies, obligations orliabilities whatsoever.9) Amendment. Except as stated in Section C,Company may modify this Agreement uponthirty (30) days prior written notice to Agency.Notwithstanding the foregoing, upon theenactment of any law or regulation, or any orderor direction of any governmental agencyaffecting this Agreement (including, withoutlimitation, Section C of this Agreement),Company may, by written notice to Agency,amend the Agreement in such manner asCompany determines necessary to comply withsuch law or regulation, or any order or directiveof any governmental agency. Company mayprovide written notice pursuant to thisParagraph 9 by letter, newsletter, electronicmail or other media.10. Relationship of Florida Blue Association - ThisAgreement constitutes an agreement solelybetween Company and Agency and Company isan independent corporation operating under alicense from the Florida Blue Association, anassociation of independent Florida Blue PlansFlorida Blue Agency Agreement 12

(the "Association") permitting Company touse the Florida Blue service marks inaccordance with the Florida BlueAssociation's licensing standards and thatCompany is not contracting as the agent ofthe Association. Agency has not entered intothis Agreement based upon representationsby any persons other than Company and noperson, entity, or organization other thanCompany shall be held accountable or liableto Agency for any of Company's obligationsunder this Agreement.11) Compliance with Law. As applicable to thisAgreement, Company and Agency shallcomply with all laws and regulationsapplicable to their businesses, their licensesand the transactions into which they enter.12) Fiduciary Capacity. Agency agrees that inperforming under this Agreement Agency isacting in a fiduciary capacity to Company.Agency shall act in the best interest ofCompany. Agency shall not permit otherinterests, activities or responsibilities tointerfere with Agency’s faithful performanceunder this Agreement.13) Assignment. Except as specifically providedin Paragraph 9 of Section B, neither thisAgreement nor the right to receive moneyhereunder may be assigned without the priorwritten consent of Company, and anyassignment made contrary to this provisionshall be void as to Company; provided,however, Company may assign, delegate ortransfer this Agreement in whole or in part toany affiliate, now or in the future, or to anyentity which succeeds to the applicableportion of its business through a sale, mergeror other transaction, provided to such otherentity assumes the obligations of Companyhereunder. This Agreement is personal toAgency, and Agency’s duties hereunder shallnot be delegated or subcontracted byAgency. Agency shall not use subagents.14) Notice. Any notice required from Companyunder this Agreement shall be deemed givenon the day such notice is deposited in theUnited States mail with first class postagepre-paid and addressed to Agency at theaddress of the Agency appearing on the recordsof Company. Any notice required from Agencyshall be deemed given on the date after suchnotice is deposited in the United States mailwith first class postage pre-paid and addressedto Vice President, Corporate Sales, FloridaBlue, 4800 Deerwood Campus Parkway, ,Jacksonville, Florida, 32246.15) Force Majeure. Any delay or failure of a partyhereto to perform its obligations under thisAgreement shall not be deemed to be a breachof this Agreement and shall otherwise beexcused to the extent that, the delay or failure iscaused by an event or occurrence beyond thereasonable control of the party and without itsfault or negligence, including (but not limitedto) acts of God, severe weather, wars,revolution, civil commotion, acts of publicenemy or terrorism, embargo, action by anygovernmental or regulatory authority, naturaldisasters, sabotage, strikes, slowdowns,picketing or boycotts, power failures, nuclearhazard, or court injunction or order (a “ForceMajeure Event”). Any party claiming that aForce Majeure Event has arisen shall (i)promptly notify the other party of the same, (ii)take all commercially reasonable steps toovercome and remove the effects of the ForceMajeure Event, (iii) notify the other Party on acontinuing basis of its efforts to overcome theEvent of Force Majeure Event and (iv) promptlynotify the other party when said condition hasceased.16) Electronic Notices, Waivers and Amendments.Except as provided in Paragraph 9 of Section F,for purposes of providing notices required orpermitted by this Agreement, waiving any rightunder this Agreement, or amending any term ofthis Agreement and notwithstanding any lawrecognizing electronic signatures or records, “awriting signed,” “in writing” and words ofsimilar meaning, shall mean only a writing in atangible form bearing an actual “wet” signaturein ink manually applied by the personauthorized by the respective party, unless theparties agree otherwise by making a specificreference to this section.Florida Blue Agency Agreement 13

Addendum A: Company ProductsJANUARY 1 – DECEMBER 31, 2014 CALENDAR YEARFlorida Blue Of Florida/Health Options Product Offerings:1) Group Products (4+)a) BlueCare (HMO) (offered by Health Options, Inc.)b) BlueChoice (PPO) (offered by Florida Blue of Florida (“BCBSF”))c) BlueOptions (PPO) (offered by BCBSF)Florida Combined Life Product Offerings:1) Group Productsa) Basic Life with Accelerated Living Benefitsb) Basic Life with Hospital Indemnity Riderc) Short Term Disabilityd) Long Term Disabilitye) Long Term Disability with Spousal Disability, Portability, and Minimum Indemnity (AD&D)Optional Ridersf) Employee Choice (Supplemental Long Term Disability)g) Term Accidental Death and Dismembermenth) Supplemental Term Lifei) Dependent Term Lifej) Pre-Paid Dentalk) Indemnity Dentall) PPO Dentali) Traditional PPOii) In-network fixed Co-payment schedule2) Group Payroll Deduction Programsa) Voluntary Life with Accelerated Living Benefitsb) Voluntary Short Term Disabilityc) Voluntary Long Term Disabilityd) Voluntary Term Accidental Death and Dismembermente) Voluntary Group Long Term Care (integrated product for home, community, and nursing home care)3) Pretax Programsa) Premium Conversion Plansb) Group Long Term Carec) Group Home Health Cared) Flexible Spending Accounts (FSA)e) Health Reimbursement Accounts (HRA)f) Health Savings Accounts (HSA)Florida Blue Agency Agreement 14

Appendix 1 to Addendum ANOTE #1: This Appendix shall only be used pursuant to Section B(1) of the Agreement.Basic HMO Plan Option 1Basic HMO Plan Option 2Basic PPO Plan Option 1Basic PPO Plan Option 2BCBSF Care Manager OptA16-R1BCBSF Care Manager OptA17-R1BCBSF Care Manager OptA18-R1BCBSF Care Manager OptRa16-R1BCBSF Care Manager OptRa17-R1BCBSF Care Manager OptRa18-R1BCBSF Care Manager OptRa1-R1BCBSF Care Manager OptionA/17BCBSF Care Manager OptionA/18BCBSF Care Manager OptionA10BCBSF Care Manager OptionA12BCBSF Care Manager OptionA14BCBSF Care Manager OptionA15BCBSF Care Manager OptionA16BCBSF Care Manager Option A5BCBSF Care Manager OptionRa1BCBSF Care Manager OptionRa10BCBSF Care Manager OptionRa14BCBSF Care Manager OptionRa15BCBSF Care Manager OptionRa17BCBSF Care Manager OptionRa18BCBSF Care Manager OptionRa4BCBSF Care Manager OptionRa7BlueCare Basic SGrp-R2BlueCare FQ Lg Grp Plan 01BlueCare FQ Lg Grp Plan 02BlueCare FQ Lg Grp Plan 04BlueCare FQ Lg Grp Plan 05BlueCare FQ Lg Grp Plan 08BlueCare FQ Lg Grp Plan 09BlueCare FQ Lg Grp Plan 10BlueCare FQ Lg Grp Plan 11BlueCare FQ Lg Grp Plan 12BlueCare FQ Lg Grp Plan 13BlueCare FQ Lg Grp Plan 14BlueCare FQ Lg Grp Plan 15BlueCare NFQ Lg Grp Plan 01BlueCare NFQ Lg Grp Plan 02BlueCare NFQ Lg Grp Plan 03BlueCare NFQ Lg Grp Plan 04BlueCare NFQ Lg Grp Plan 05BlueCare NFQ Lg Grp Plan 06BlueCare NFQ Lg Grp Plan 07BlueCare NFQ Lg Grp Plan 08BlueCare NFQ Lg Grp Plan 09BlueCare NFQ Lg Grp Plan 10BlueCare NFQ Lg Grp Plan 11BlueCare NFQ Lg Grp Plan 112BlueCare NFQ Lg Grp Plan 114BlueCare NFQ Lg Grp Plan 115BlueCare NFQ Lg Grp Plan 12BlueCare NFQ Lg Grp Plan 13BlueCare NFQ Lg Grp Plan 14BlueCare NFQ Lg Grp Plan 15BlueCare NFQ Lg Grp Plan 16BlueCare NFQ Lg Grp Plan 20BlueCare NFQ Lg Grp Plan 21BlueCare NFQ Lg Grp Plan 22BlueCare NFQ Lg Grp Plan 23BlueCare Rx Ded Copay Plan 01BlueCare Rx Ded Copay Plan 02BlueCare Rx Plan 13BlueCare Rx Plan 24BlueCare Rx Plan 25BlueCare Small Group Plan 209BlueCare Small Group Plan 212BlueCare Small Group Plan 215BlueCare Small Group Plan 30BlueCare Small Group Plan 31BlueCare Small Group Plan 32BlueCare Small Group Plan 33BlueCare Small Group R1BlueCare Small Group R10BlueCare Small Group R11BlueCare Small Group R12BlueCare Small Group R13BlueCare Small Group R14BlueCare Small Group R15BlueCare Small Group R16BlueCare Small Group R17BlueCare Small Group R18BlueCare Small Group R19BlueCare Small Group R2BlueCare Small Group R20BlueCare Small Group R21BlueCare Small Group R22BlueCare Small Group R23BlueCare Small Group R24BlueCare Small Group R24-R1BlueCare Small Group R25BlueCare Small Group R25-R1BlueCare Small Group R26BlueCare Small Group R3BlueCare Small Group R4BlueCare Small Group R5BlueCare Small Group R6BlueCare Small Group R7BlueCare Small Group R8BlueCare Small Group R9BlueCare Standard SGrpBlueCare Standard Sgrp-R2BlueChoice Copay Plan 601BlueChoice Copay Plan 601-R1BlueChoice Copay Plan 603BlueChoice Copay Plan 603-R1BlueChoice Copay Plan 606BlueChoice Copay Plan 606-R1BlueChoice Copay Plan 609BlueChoice Copay Plan 609-R1BlueChoice Copay Plan 611BlueChoice Copay Plan 611-R1BlueChoice Copay Plan 612BlueChoice Copay Plan 612-R1BlueChoice Copay Plan 613BlueChoice Copay Plan 613-R1BlueChoice Copay Plan 615BlueChoice Copay Plan 615-R1BlueChoice Copay Plan 702BlueChoice Copay Plan 702-R1BlueChoice Copay Plan 703BlueChoice Copay Plan 703-R1BlueChoice Copay Plan 704BlueChoice Copay Plan 704-R1BlueChoice Copay Plan 706BlueChoice Copay Plan 706-R1BlueChoice Copay Plan 708BlueChoice Copay Plan 708-R1BlueChoice Copay Plan 714Florida Blue Agency Agreement 15

BlueChoice Copay Plan 714-R1BlueChoice Copay Plan 716BlueChoice Copay Plan 716-R1BlueChoice Copay Plan 717BlueChoice Copay Plan 717-R1BlueChoice Copay Plan 719BlueChoice Copay Plan 719-R1BlueChoice Copay Plan 720BlueChoice Copay Plan 720-R1BlueChoice Copay Plan 725BlueChoice Copay Plan 725-R1BlueChoice Copay Plan 727BlueChoice Copay Plan 727-R1BlueChoice Copay Plan 730BlueChoice Copay Plan 730-R1BlueChoice Copay Plan 735BlueChoice Copay Plan 735-R1BlueChoice Copay Plan 902BlueChoice Copay Plan 902-R1BlueChoice Copay Plan 903BlueChoice Copay Plan 903-R1BlueChoice Copay Plan 906BlueChoice Copay Plan 906-R1BlueChoice Copay Plan 908BlueChoice Copay Plan 908-R1BlueChoice Copay Plan 916BlueChoice Copay Plan 916-R1BlueChoice Copay Plan 917BlueChoice Copay Plan 917-R1BlueChoice Copay Plan 919BlueChoice Copay Plan 920BlueChoice Copay Plan 925BlueChoice Copay Plan 925-R1BlueChoice Copay Plan 927BlueChoice Copay Plan 927-R1BlueChoice Copay Plan 930BlueChoice Fam Cpy Plan 301BlueChoice Fam Cpy Plan 303BlueChoice Fam Cpy Plan 306BlueChoice Fam Cpy Plan306-R1BlueChoice Fam Cpy Plan 308BlueChoice Fam Cpy Plan308-R1BlueChoice Fam Cpy Plan 314BlueChoice Fam Cpy Plan314-R1BlueChoice Fam Cpy Plan 317BlueChoice Fam Cpy Plan317-R1BlueChoice Fam Cpy Plan 321BlueChoice Fam Cpy Plan321-R1BlueChoice Fam Cpy Plan 324BlueChoice Fam Cpy Plan324-R1BlueChoice Fam Cpy Plan327-R1BlueChoice Fam Cpy Plan328-R1BlueChoice Fam Cpy Plan329-R1BlueChoice Fam Cpy Plan 401BlueChoice Fam Cpy Plan401-R1BlueChoice Fam Cpy Plan 402BlueChoice Fam Cpy Plan402-R1BlueChoice Fam Cpy Plan 403BlueChoice Fam Cpy Plan403-R1BlueChoice Fam Cpy Plan 404BlueChoice Fam Cpy Plan404-R1BlueChoice Fam Cpy Plan 406BlueChoice Fam Cpy Plan406-R1BlueChoice Fam Cpy Plan 407BlueChoice Fam Cpy Plan407-R1BlueChoice Fam Cpy Plan 408BlueChoice Fam Cpy Plan408-R1BlueChoice Fam Cpy Plan 410BlueChoice Fam Cpy Plan410-R1BlueChoice Fam Cpy Plan 413BlueChoice Fam Cpy Plan413-R1BlueChoice Fam Cpy Plan 414BlueChoice Fam Cpy Plan414-R1BlueChoice Fam Cpy Plan 415BlueChoice Fam Cpy Plan415-R1BlueChoice Fam Cpy Plan508-R1BlueChoice Fam Cpy Plan 512BlueChoice Fam Cpy Plan 514BlueChoice Fam Cpy Plan514-R1BlueChoice Fam Cpy Plan 517BlueChoice Fam Cpy Plan517-R1BlueChoice Fam Cpy Plan 521BlueChoice Fam Cpy Plan521-R1BlueChoice Hlth Plan 101BlueChoice Hlth Plan 101-R1BlueChoice Hlth Plan 103BlueChoice Hlth Plan 103-R1BlueChoice Hlth Plan 104BlueChoice Hlth Plan 106BlueChoice Hlth Plan 107BlueChoice Hlth Plan 107-R1BlueChoice Hlth Plan 108BlueChoice Hlth Plan 113BlueChoice Hlth Plan 113-R1BlueChoice Hlth Plan 117BlueChoice Hlth Plan 117-R1BlueChoice Hlth Plan 118BlueChoice Hlth Plan 118-R1BlueChoice Hlth Plan 120BlueChoice Hlth Plan 120-R1BlueChoice Hlth Plan 122BlueChoice Hlth Plan 122-R1BlueChoice Hlth Plan 123BlueChoice Hlth Plan 123-R1BlueChoice Hlth Plan 125BlueChoice Hlth Plan 125-R1BlueChoice Hlth Plan 126BlueChoice Hlth Plan 130-R1BlueChoice Hlth Plan 201BlueChoice Hlth Plan 201-R1BlueChoice Hlth Plan 203BlueChoice Hlth Plan 203-R1BlueChoice Hlth Plan 204BlueChoice Hlth Plan 204-R1BlueChoice Hlth Plan 206BlueChoice Hlth Plan 206-R1BlueChoice Hlth Plan 208BlueChoice Hlth Plan 208-R1BlueChoice Hlth Plan 210BlueChoice Hlth Plan 210-R1BlueChoice Hlth Plan 213BlueChoice Hlth Plan 213-R1BlueChoice Hlth Plan 214BlueChoice Hlth Plan 214-R1BlueChoice Hlth Plan 216BlueChoice Hlth Plan 216-R1BlueChoice Hlth Plan 217BlueChoice Hlth Plan 217-R1BlueChoice Hlth Plan 218BlueChoice Hlth Plan 218-R1BlueChoice Nasco PlanBlueOptions Copay Plan 1457BlueOptions Copay Plan 1461BlueOptions Copay Plan 1550BlueOptions Copay Plan 1551BlueOptions Copay Plan 1552BlueOptions Copay Plan 1553BlueOptions Fam Cpy Pl 1257BlueOptions Fam Cpy Pl 1351BlueOptions Fam Cpy Pl 1352BlueOptions Fam Cpy Pl 1353BlueOptions Fam Cpy Pl 1355BlueOptions Hlth Plan 1150BlueOptions Hlth Plan 1151Florida Blue Agency Agreement 16

BlueScript A Ded Copay Plan 1BlueScript C Copay Plan 1BlueScript C Copay Plan 2BlueScript C Copay Plan 3BlueScript C Copay Plan 4BlueScript C Copay Plan 5BlueScript C Ded Coin Plan 1BlueScript C Ded Copay Plan 3BlueScript C Ded Copay Plan 4BlueScript E Generic Cpy Pl 2BlueScript Ii Drug Plan 01BlueScript Ii Drug Plan 02BlueScript Ii Drug Plan 03BlueScript Ii Drug Plan 04BlueScript Ii Drug Plan 05BlueScript Ii Drug Plan 06BlueScript Ii Drug Plan 09BlueScript Ii Drug Plan 10BlueScript Ii Drug Plan 12BlueScript Ii Drug Plan 13BlueScript Ii Drug Plan 14BlueScript Iii Drug Plan 01BlueScript Iii Drug Plan 02BlueScript Iii Drug Plan 04BlueScript Iii Drug Plan 06BlueScript Iii Drug Plan 07BlueScript Iii Drug Plan 08BlueScript Nasco Drug PlanBlueScript V Drug Plan 1BlueScript V Drug Plan 2BlueScript V Drug Plan 3BlueScript V Drug Plan 6BlueScript V Drug Plan 7Dap High With OrthoDap High With Ortho-R1Dap High Without OrthoDap Low With OrthoDap Low With Ortho-R1Dap Med With OrthoDap Med With Ortho-R1Dap Med With Ortho-R2Dap Med Without OrthoDap UCR With OrthoDap UCR Without OrthoElect Care Plus Option 100-R2Elect Care Plus Option 105Elect Care Plus Option 109Elect Care Plus Option 200-R2Elect Care Plus Option 206Elect Care Plus Option 300Elect Care Plus Option 300-R2Elect Care Plus Option 300-R3Elect Care Plus Option 500-R2Fl Small Business Option 01-R2Fl Small Business Option 02-R2Fl Small Business Option 03-R2FSA Plan 001FSA Plan 005FSA Plan 006FSA Plan 007FSA Plan 009Group Essential Option 02-R1Group Essential Option 03Group Option 01-R1Group Option 05-R2Group Option 05-R3Group Option 07Group Option 07-R1Group Option 07-R2Group Option 07-R3Group Option 09-R2HMO Drug Option 01HMO Drug Option 01-R1HMO Drug Option 02HMO Drug Option 02-R1HMO Drug Option 03HMO Drug Option 03-R1HMO Drug Option 04HMO Drug Option 04-R1HMO Drug Option 05HMO Drug Option 05-R1HMO Drug Option 06HMO Option 01HMO Option 02HMO Option 02-R1HMO Option 03HMO Option 03-R1HMO Option 04HMO Option 04-R1HMO Option R01HMO Option R01-R1HMO Option R02HMO Option R02-R1HMO Option R03HMO Option R03-R1HMO Option R04HMO Option R04-R1HMO Option/04Hospital Indemnity SubsidyHRA Plan 004HRA Plan 005Major Medical Group Type MMediscript Ii Drug Plan 01Mediscript Ii Drug Plan 1Mediscript Pharmacy ProgramMediscript PharmacyProgram-R1Network Advantage Pl 1750Network Advantage Pl 1751Network Advantage Pl 1752Network Advantage Pl 1753Network Advantage Pl 1754Point Of Service 32-R2Point Of Service NascoPoint Of Service Opt. R20c-R1Point Of Service Opt. R22c-R1Point Of Service Opt. R24c-R1Point Of Service Opt. R26c-R1Point Of Service Opt. R27c-R1Point Of Service Opt. R28c-R1Point Of Service Opt. R30c-R1Point Of Service Opt. R32c-R1Point Of Service Opt. R36c-R1Point Of Service Opt. R37c-R1Point Of Service Opt. R50c-R1Point Of Service Opt. R52c-R1Point Of Service Opt. R56c-R1Point Of Service Opt. R57c-R1Point Of Service Option 10cPoint Of Service Option 10c-R1Point Of Service Option 10-R1Point Of Service Option 10-R2Point Of Service Option 11c-R1Point Of Service Option 12cPoint Of Service Option 12-R1Point Of Service Option 12-R2Point Of Service Option 13-R2Point Of Service Option 14cPoint Of Service Option 14c-R1Point Of Service Option 14-R1Point Of Service Option 20Point Of Service Option 20cPoint Of Service Option 20c-R1Point Of Service Option 20-R1Point Of Service Option 20-R2Point Of Service Option 20-R3Point Of Service Option 21c-R1Point Of Service Option 21-R1Point Of Service Option 21-R2Point Of Service Option 22Point Of Service Option 22cPoint Of Service Option 22c-R1Point Of Service Option 22-R1Point Of Service Option 22-R2Point Of Service Option 22-R3Point Of Service Option 23Point Of Service Option 23cPoint Of Service Option 23c-R1Point Of Service Option 23-R1Point Of Service Option 23-R2Point Of Service Option 23-R3Point Of Service Option 24cPoint Of Service Option 24c-R1Point Of Service Option 24-R1Point Of Service Option 24-R2Point Of Service Option 25cPoint Of Service Option 25-R1Point Of Service Option 25-R2Florida Blue Agency Agreement 17

Point Of Service Option 25-R3Point Of Service Option 30Point Of Service Option 30cPoint Of Service Option 30c-R1Point Of Service Option 30-R1Point Of Service Option 30-R2Point Of Service Option 30-R3Point Of Service Option 31Point Of Service Option 31cPoint Of Service Option 31c-R1Point Of Service Option 31-R1Point Of Service Option 31-R2Point Of Service Option 32cPoint Of Service Option 32c-R1Point Of Service Option 32-R1Point Of Service Option 32-R2Point Of Service Option 32-R3Point Of Service Option 33Point Of Service Option 33cPoint Of Service Option 33c-R1Point Of Service Option 33-R1Point Of Service Option 33-R2Point Of Service Option 34Point Of Service Option 34cPoint Of Service Option 34c-R1Point Of Service Option 34-R1Point Of Service Option 34-R2Point Of Service Option 34-R3Point Of Service Option 35cPoint Of Service Option 35c-R1Point Of Service Option 35-R1Point Of Service Option 35-R2Point Of Service Option 35-R3Point Of Service Option 50Point Of Service Option 50cPoint Of Service Option 50c-R1Point Of Service Option 50-R1Point Of Service Option 50-R2Point Of Service Option 51Point Of Service Option 51cPoint Of Service Option 51c-R1Point Of Service Option 51-R1Point Of Service Option 51-R2Point Of Service Option 52Point Of Service Option 52cPoint Of Service Option 52c-R1Point Of Service Option 52-R1Point Of Service Option 52-R2Point Of Service Option 53Point Of Service Option 53cPoint Of Service Option 53c-R1Point Of Service Option 53-R1Point Of Service Option 53-R2Point Of Service Option 53-R3Point Of Service Option 54Point Of Service Option 54cPoint Of Service Option 54c-R1Point Of Service Option 54-R1Point Of Service Option 54-R2Point Of Service Option 54-R3Point Of Service Option 55Point Of Service Option 55/R2Point Of Service Option 55cPoint Of Service Option 55c-R1Point Of Service Option 55-R1Point Of Service Option 55-R2Point Of Service Option 55-R3Point Of Service Option 5cPoint Of Service Option 5c-R1Point Of Service Option 5c-R3Point Of Service Option 5c-R4Point Of Service Option 7cPoint Of Service Option 7c/R2Point Of Service Option 7c-R1Point Of Service Option 7c-R2Point Of Service Option 7c-R3Point Of Service Option 7c-R4Point Of Service Option R20Point Of Service Option R20cPoint Of Service Option R20-R1Point Of Service Option R22Point Of Service Option R22cPoint Of Service Option R22-R1Point Of Service Option R24Point Of Service Option R24cPoint Of Service Option R24-R1Point Of Service Option R26Point Of Service Option R26cPoint Of Service Option R26-R1Point Of Service Option R27Point Of Service Option R27cPoint Of Service Option R27-R1Point Of Service Option R28Point Of Service Option R28cPoint Of Service Option R28-R1Point Of Service Option R30Point Of Service Option R30cPoint Of Service Option R30-R1Point Of Service Option R32Point Of Service Option R32cPoint Of Service Option R32-R1Point Of Service Option R36Point Of Service Option R36cPoint Of Service Option R36-R1Point Of Service Option R37Point Of Service Option R37cPoint Of Service Option R37-R1Point Of Service Option R39Point Of Service Option R39-R1Point Of Service Option R50Point Of Service Option R50cPoint Of Service Option R50-R1Point Of Service Option R52Point Of Service Option R52cPoint Of Service Option R52-R1Point Of Service Option R56Point Of Service Option R56cPoint Of Service Option R56-R1Point Of Service Option R57Point Of Service Option R57cPoint Of Service Option R57-R1Point Of Service Option R59Point Of Service Option R59-R1Point Of Service Option/R2PPC Care Manager Opt Rc14-R1PPC Care Manager Opt Rc14-R2PPC Care Manager Option C1PPC Care Manager Option C12PPC Care Manager Option C14PPC Care Manager Option C2PPC Care Manager Option C4PPC Care Manager Option C5PPC Care Manager Option C6PPC Care Manager Option C7PPC Care Manager Option D3PPC Care Manager Option D5PPC Care Manager Option D6PPC Care Manager Option D8PPC Care Manager Option Rc1PPC Care Manager Option Rc14PPC Care Manager Option Rc4PPC Care Manager OptionRc4-R1PPC Care Manager Option Rc8PPC Care Manager OptionRc8-R1PPC Care Manager OptionRd4-R1PPC Care Manager Option Rd8PPC Care Manager OptionRd8-R1PPC Group Option 01-R1PPC Group Option 01-R2PPC Group Option 02PPC Group Option 02-R1PPC Group Option 03-R1PPC Group Option 04PPC Group Option 04-R1PPC Group Option 04-R3PPC Group Option 05-R1PPC Group Option 06-R1PPC Group Option 07PPC Group Option 07-R1PPC Group Option 07-R2PPC Group Option 08-R1PPC Group Option 09PPC Group Option 09-R1PPC Group Option 09-R2Florida Blue Agency Agreement 18

PPC Group Option 10-R1Pref. Care Plus Option 1-R1Prescription Drug Option 01Prescription Drug Option 01-R1Prescription Drug Option 02Prescription Drug Option 02-R1Prescription Drug Option 03Prescription Drug Option 03-R1Prescription Drug Option 05Prescription Drug Option 06Prescription Drug Option 06-R1Prescription Drug Option 07Prescription Drug Option 08Prescription Drug Option 08-R1Prescription Drug Option 09Prescription Drug Option 09-R1Prescription Drug PlanSmall Employer Option 01Small Employer Option 01-R1Small Employer Option 01-R2Small Employer Option 02-R1Small Employer Option 02-R2Standard HMO Plan Option 1Standard HMO Plan Option 2Standard PPO Plan Option 1Standard PPO Plan Option 2Stop LossTable RatedTraditional Plus Option 5a-R1Traditional Plus Option 5a-R2Traditional Plus Option 7aTraditional Plus Option 7a-R1Traditional Plus Option 7a-R2Traditional Plus Option 9a-R1Traditional Plus Option 9a-R2Florida Blue Agency Agreement 19

Addendum B: Agency “Good Standing” & Reappointment RequirementsJANUARY 1 – DECEMBER 31, 2014 CALENDAR YEARIn order for an Agency to remain in good standings with the Company and maintain Appointments for its DesignatedProducers as Appointed Agents for Company, an Agency:1. Must comply with the terms and conditions of the Agency Agreement.2. Must comply with all Florida Blue of Florida and its subsidiaries and affiliates, corporate policies and procedures.3. Designated Producers must have active inventory of a minimum of five (5) Group Cases or fifty (50) GroupContracts (for the purposes of this Addendum B, the “minimum inventory standard”) (“cases and contracts” refersto accounts sized four (4) or greater) which inventory will be evaluated:i. At the end of the initial twelve (12) month period calculated from the date of appointment; andii. At the end of every subsequent twelve (12) month period thereafter.4. For each Designated Producer of Agency who satisfies the minimum inventory standard, Company will pay torenew the Appointment of such Designated Producer; however,i. If a Designated Producer does not satisfy the minimum inventory standard, the Agency shall, within thirty(30) calendar days, reimburse Company for the Appointment Fees Company paid on behalf of suchDesignated Producer.ii. If a Designated Producer does not satisfy the minimum inventory standard at the time of appointmentrenewal, the Agency shall pay for the fees to renew such Designated Producer’s Appointments, ifapplicable.iii. If a Designated Producer’s Appointment is terminated by the State of Florida for any reason, the Agencyshall, within thirty (30) calendar days, reimburse Company for the Appointment Fees Company paid onsuch Designated Producer’s behalf and Agency shall pay the fees to renew such Designated Producer’sAppointment, if applicable.iv. In the event Agency fails to reimburse Company or submit renewal Appointment Fees, Company shall,within thirty (30) calendar days, terminate Appointment(s) for Agency’s Designated Producer(s), whichdid not meet the requirements of #4, and, if applicable, retract any Appointment fees owed fromcommissions.5. Designated Producers must have a valid Florida resident health and life agent license.6. Must have on file with Company a fully executed Agency Agreement.7. Designated Producers must have on file with Company a fully executed Designated Producer Addendum.8. Must provide evidence of Errors and Omissions insurance coverage, minimum acceptable coverage is $500,000per occurrence and $1,000,000 in aggregate, and must maintain such insurances for the duration of theirAppointment with the Company.9. Must provide evidence that all continuing education credits/coursework requirements have been met byDesignated Producers.10. Must have information systems capabilities to include Internet access to facilitate email communication and otherelectronic tools, such as “e-quotes” and electronic enrollment. Please refer to Addendum “D” for furtherexplanation of the information systems requirements for Agency.Florida Blue Agency Agreement 20

Addendum C: Company Commission ScheduleJanuary 1, 2014 through December 31, 2014The original effective date of this Agreement is January 1, 2014. This Agreement will solely govern the amount ofall Commissions and/or Renewal Fees payable to the Agency, including for Company Products (or as applicable, anyother Company policies or contracts Agency was previously authorized to sell).FLORIDA BLUE AND HEALTH OPTIONS, INC.COMMISSION SCHEDULEBase Commission:Per Contract Per Month Rate (4-50 Segment; BlueOptions, BlueSelect, Miami-Dade Blue,BlueCare (HMO) and BlueChoice (PPO) Products Only)GroupBluePartnersLocation ClassificationNew SalesRenewalsSouth BlueDiamond / Gold $40 $36Florida andTreasureSilver $34 $30CoastRemaining BlueDiamond / Gold $34 $30FloridaSilver $30 $26LocationAll FloridaBase Commission AssumptionsRenewal enrollment count will be established 90 days prior to the anniversary date. In the event there is achange of 15% or more in the enrollment count at the time of actual renewal, the group would reflect anychange in the commission rate.For group sizes 51+, any change of commission will require the group to be re-rated with the newcommission amount.For group size 51+, Florida Blue/HOI will continue to pay based on negotiated rates.Commissions calculated on a Per Contract Per Month basis and contract count are based on month endingin-force contracts.All new and existing 1-50 segment groups that become effective or renew with Florida Blue/HOI will be paidbased on the Per Contract Per Month base commissions program.Commission rates are determined based on group status as of the original anniversary month.Group rating sizes are determined at the renewal date. Any changes to the group rating size will not takeeffect until the next renewal date. If a group is in the rating category of 4-50 or 1-3, that rating category willnot change until renewal. Further, if an agency experiences a classification change during the year, thecommission on existing groups will not change until the renewal of the group.Rating size for 4-50 is defined as having 4 or more enrolled contracts and 4-50 eligible employees. Groupswith 1-3 enrolled contracts are included in the 1-3 rating category, and those with 51+ eligible employees areincluded in the 51+ category.South Florida is defined as Palm Beach, Broward and Miami-Dade counties. Treasure Coast is defined asIndian River, Martin and St. Lucie counties. Monroe County is not included in South Florida for commissionpurposes.Florida Blue Agency Agreement 21

Location-specific rates are based on county of group headquarters.Commissions paid in error or overpayments must be repaid to Florida Blue/HOI. If a group cancels,commissions will be charged back based on the group cancellation date. For groups that reinstate as a whole,commissions will be paid retroactive to reinstatement date based on the contract count at the time ofreinstatement.No adjustments will be paid for any contracts that are added or terminated retroactively for active groups.This commission schedule applies to group business submitted by Appointed Agents.Classification calculations include only 4+ enrolled groups.New Sales include groups that have not enrolled with Florida Blue/HOI within the 12-month period prior tothe new enrollment effective date.Group Retiree CommissionsGroup Retiree Product* New Sale Rates Renewal RatesMA-PD, PPO, HMO, & PFFSProducts$200 per contract annually $100 per contract annuallyMedicare Part D $50 per contract annually Not ApplicableMedicare Supplement RetireeProduct $150 per contract annually Not Applicable* These products are separate and distinct from Over 65 Medicare Advantage products.Group Retiree Commission AssumptionsGroup Retiree commissions are paid annually at the time of new sale and on a group’s renewal date.No adjustments for contracts added or terminated after the new sale effective month will be paid.No adjustments for contracts added or terminated after the renewal effective month will be paid.Florida Blue Agency Agreement 22

FLORIDA COMBINED LIFE INSURANCE COMPANY, INC. (FCL) COMMISSIONSCHEDULEThe ancillary products listed here are offered by Florida Combined Life Insurance Company, Inc. (FCL). FCL is anaffiliate of Florida Blue and an Independent Licensee of the Blue Cross and Blue Shield Association.GROUP DENTALAnnualized PremiumPer GroupBlue Dental Choice & FreedomGroup & Voluntary (FullyInsured)Blue Dental Care PrepaidGroup & VoluntaryUp to $10,000 10.0% 10%Up to the next $10,000 8.0% 10%Up to the next $10,000 6.0% 10%Up to the next $20,000 4.0% 10%Up to the next $200,000 2.5% 10%Up to the next $250,000 2.0% 10%Up to the next $2,000,000 1.5% 10%Over $2,500,000 1.0% 10%Commissions may be adjusted at renewal or off-anniversary due to factors causing changes in total group revenue.Factors may include but not limited to: additions, cancellations or modification of benefits of any product orfluctuation in enrollment or premium volume.GROUP LIFE AND DISABILITYNumber of EnrolledLivesGroup Life &DisabilityVoluntary Life &Disability4 - 50 15.0% 15%51 - 300 12.0% 15%301 – 500 9.0% 15%500+ 7.0% 15%Florida Blue Agency Agreement 23

Addendum D: Operating & Hardware RequirementsJANUARY 1 – DECEMBER 31, 2014 CALENDAR YEARListed below are the designated operational system requirements for optimal site performance under the Siebelplatform utilized by Florida Blue and its subsidiaries (“BCBSF”). In order for you to take advantage of all of thecapabilities that BCBSF has designed and implemented, and in order for you to remain designated as an Agency inGood Standing, you must adopt and maintain these Operating and Hardware Requirements.BCBSF reserves the right to make modifications or perform upgrades to its computer systems, including its Siebelplatform. Therefore, from time to time, BCBSF may issue revised Operating and Hardware Requirements in orderfor Company and Agency’s systems to achieve the desired level of performance in light of any such upgrades ormodifications.The operational requirements are:Windows NT 4.0 Windows 2000 Windows XPMemory (MB) 96 (128 recommended) 96 (192 recommended) 160 (256 recommended)CPUOS LevelBrowserJava RuntimeEnvironmentAdobe AcrobatReaderPentium III 500MHz orCeleron 800 MHz classprocessor, 20MB storageNT 4.0 Service Pack 6a oraboveWindows InternetExplorer 6.0 or aboveSun Micro Systems JavaRating Engine (JRE)1.4.1_02Pentium III 500MHz orCeleron 800 MHz classprocessor, 20MB storageService Pack 3 or aboveWindows InternetExplorer 6.0 or aboveSun Micro Systems JavaRating Engine (JRE)1.4.1_026 6 6Pentium III 500MHz orCeleron 800 MHz classprocessor, 20MB storageService Pack 1 or aboveWindows InternetExplorer 6.0 or aboveSun Micro Systems JavaRating Engine (JRE)1.4.1_02Florida Blue Agency Agreement 24