| |
Form
A - Statement Regarding The Acquisition of Control
of a Domestic Health Carrier and a Domestic Insurer |
| Annex I |
Form
A Cross Reference Guide of State Requirements |
| Exhibit A-1 |
List
of Addresses of the Principal Executive Offices of the
Acquired Companies |
| Exhibit A-2 |
Articles
of Amendment of the Articles of Incorporation of
Premera |
| Exhibit A-3 |
Premera
Proposed Conversion Transaction |
| Exhibit
A-4 |
Plan
of Proposed Conversion for Premera |
| |
Lifewise/New
Lifewise Transfer of Assets Agreement |
| |
Articles
of Incorporation of (New Lifewise Health Plan of Washington
Corp.) |
| |
Bylaws
of (New Lifewise Health Plan of Washington Corp.) |
| |
Transaction
Steps |
| Exhibit
A-5 |
Disclaimer
of Control |
| Exhibit
B-1 |
Articles
of Incorporation of (New Premera Corp.) |
| Exhibit
B-2 |
Bylaws
of (New Premera Corp.) |
| Exhibit
B-3 |
Organizational
Chart Post Proposed Conversion Transaction |
| Exhibit
C-1 |
NAIC
Biographical Affidavits for Directors and Officers of New
Premera |
| Exhibit
E-1 |
Articles
of Incorporation of (Foundation Shareholder) |
| Exhibit
E-2 |
Bylaws
of (Foundation Shareholder) |
| Exhibit
E-3 |
Articles
of Incorporation of (Washington Charitable Organization) |
| Exhibit
E-4 |
Bylaws
of (Washington Charitable Organization) |
| Exhibit
E-5 |
Articles
of Incorporation of (Alaska Charitable Organization) |
| Exhibit
E-6 |
Bylaws
of (Alaska Charitable Organization) |
| Exhibit E-7 |
Overview
of New
Premera Operations and Strategy and Rationale for Conversation, October 2002 |
| Exhibit E-8 |
Description
of the Destacking, October 2002 |
| Exhibit
G-1 |
Description
of the Amount of Voting Securities of the Acquired Companies
Which the Applicant and its Affiliates Beneficially Own |
| Exhibit
G-2 |
Description
of the Amount of Voting Securities of the Acquired Companies
Which the Applicant and its Affiliates Beneficially Own
|
| Exhibit
G-3 |
Form
of Stock Restrictions Agreement |
| |
Form
of StockRestrictions Agreement, October 2002 |
| Exhibit
G-4 |
Form
of Voting Trust and Divestiture Agreement |
| |
TransactionDocuments
(Annex A - Premera Voting and Divestiture Agreement),
October
2002 |
| Exhibit
G-5 |
Form
of Registration Rights Agreement |
| |
Transaction
Documents (Annex A - Form of Registration Rights Agreement),
October
2002 |
| Exhibit
G-6 |
Form
of Stockholder Protection Rights Agreement |
| Exhibit
G-7 |
Form
of Excess Share Escrow Agent Agreement |
| |
Transaction
Documents (Annex A - Excess Share Escrow Agreement), October
2002 |
| Exhibit
G-8 |
Form
of Indemnification Agreement |
| |
Form
of
Indemnification Agreement, October 2002 |
| Exhibit
G-9 |
Form
D, Prior Notice of a
Transaction |
| |
Agreement
Between Acquired
Companies |
| |
Agreement
Between an Acquired Company and an Affiliate |
| |
Identity
of Parties to Proposed Transaction |
| |
Intercompany
Services and Cost Allocation Agreement |
| |
Intercompany
Tax Sharing Agreement |
| |
Form
D - Prior Notice of a Transaction, September 2002 |
| |
Agreements
Between an Acquired Company and an Affiliate, October 2002 |
| Exhibit
G-10 |
Description
of Stock Ownership Plans, October
2002 |
| Exhibit
G-11 |
Premera
Blue Cross/Premera of Alaska Transfer of Assets Agreement |
| |
Exhibit
A-D and Schedules 1 & 2, October 2002 |
| Exhibit
G-12 |
Premera
Blue Cross/New Premera Blue Cross Transfer of Assets
Agreement |
| |
Exhibit
A-D, October 2002 |
| Exhibit
G-13 |
Premera/New
Premera Transfer of Assets Agreement |
| |
Acknowledgment
and Consent of
(Foundation Shareholder), September 2002 |
| |
Exhibit
A-D, October 2002 |
| Exhibit
G-14 |
Plan
of Reorganization of Premera Blue Cross |
| Exhibit
G-15 |
Plan
of Distribution of Premera Blue Cross |
| Exhibit
G-16 |
Articles
of Incorporation of (New Premera Blue Cross Corp.) |
| Exhibit
G-17 |
Bylaws
of (New Premera Blue Cross Corp.) |
| Exhibit
G-18 |
Plan
of Reorganization of Premera |
| Exhibit
G-19 |
Plan
of Distribution of Premera |
| Exhibit
G-20 |
[New
Premera Corp] Blue Cross/Blue Shield License Addendum, October
2002 |
| Exhibit
G-21 |
License Agreement,
October 2002 |
| Exhibit
H-1 |
Combined
Financial Statements (for the years ended December 31, 2001
and 2000) |
| Exhibit
H-2 |
Management
Agreement |
