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Preview Full Doc	2002	Fund Participation Agreement Fund Participation Agreement (101K) Doc #128729: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT THE PRUDENTIAL SERIES FUND, INC. {PAGE} TABLE OF CONTENTS ARTICLE I. Sale of Fund Shares..........................................4 ARTICLE II. Representations and Warranties...............................8 ARTICLE III. Prospectuses and Proxy Statements; Voting...................11 ARTICLE IV. Sales Material and Information..............................13 ARTICLE V. Fees and Expenses...........................................15 ARTICLE VI. Diversification and Qualification...........................16 ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order ...................19 ARTICLE VIII. Indemnification ............................................21 ARTICLE IX. Applicable Law..............................................31 ARTICLE X. Termination.................................................31 ARTICLE XI. Notices.....................................................34 ARTICLE XII. Miscellaneous...............................................35 SCHEDULE A Contracts...................................................39 SCHEDULE B Designated Portfolios.......................................40 SCHEDULE C Expenses....................................................41 {PAGE} PARTICIPATION AGREEMENT ----------------------- AMONG RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, THE PRUDENTIAL SERIES FUND, INC., THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, AND PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, by and among RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK (hereinafter "FGALIC"), a New York life insurance company, on its own behalf and on behalf of its SEPARATE ACCOUNT B (the "Account"); THE PRUDENTIAL SERIES FUND, INC., an open-end management investment company organized under the laws of Maryland (hereinafter the "Fund"); THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter the "Adviser"), a New Jersey mutual insurance company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a Delaware limited liability company. WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies, including FGALIC, which have entered into participation agreements similar to this Agreement (hereinafter "Participating Insurance Companies"); and WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and other assets; and 2 {PAGE} WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the "SEC"), dated March 5, 1999 (File No. IC-23728), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans ("Qualified Plans") (hereinafter the "Mixed and Shared Funding Exemptive Order"); and WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and WHEREAS, FGALIC has registered certain variable annuity contracts supported wholly or partially by the Account (the "Contracts") under the 1933 Act and said Contracts are listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement; and WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of FGALIC on June 13, 1993 under the 3 {PAGE} insurance laws of the State of New York, to set aside and invest assets attributable to the Contracts; and WHEREAS, FGALIC has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, FGALIC intends to purchase shares in the Portfolio(s) listed in Schedule B attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the "Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value; and WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Account also intends to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the "Unaffiliated Funds") on behalf of the Account to fund the Contracts; NOW, THEREFORE, in consideration of their mutual promises, FGALIC, the Fund, the Distributor and the Adviser agree as follows: ARTICLE I. Sale of Fund Shares. ------------------- 1.1. The Fund agrees to sell to FGALIC those shares of the Designated Portfolio(s) which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. For purposes of this Section 1.1, FGALIC shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order by 9:00 a.m. Eastern time on the next following 128729	Prudential Prudential Insurance Co. of America ( Life Insurance ) As referenced in this Fund Participation Agreement: PRUDENTIAL INSURANCE CO – Portfolios.......................................40 SCHEDULE C Expenses....................................................41 {PAGE} PARTICIPATION AGREEMENT ----------------------- AMONG RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, THE PRUDENTIAL SERIES FUND, INC., THE PRUDENTIAL INSURANCE CO MPANY OF AMERICA, AND PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, _____________ PRUDENTIAL INSURANCE CO – the "Account"); THE PRUDENTIAL SERIES FUND, INC., an open-end management investment company organized under the laws of Maryland (hereinafter the "Fund"); THE PRUDENTIAL INSURANCE CO MPANY OF AMERICA (hereinafter the "Adviser"), a New Jersey mutual insurance company; and PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a Delaware _____________ Prudential Insurance Co – Prudential Series Fund, Inc. Gateway Center Three 100 Mulberry Street, 4th Floor Newark, NJ 07102-4077 Attention: Secretary If to the Adviser: The Prudential Insurance Co mpany of America 751 Broad Street, 21st Floor Newark, NJ 07102 Attention: Secretary 34 {PAGE} If to the Distributor: Prudential Investment Management Services _____________ PRUDENTIAL INSURANCE CO – THE PRUDENTIAL SERIES FUND, INC. By its authorized officer, By: /s/ John R. Strangfeld ----------------------------- Title: President -------------------------- Date: April 25, 2000 --------------------------- 37 {PAGE} THE PRUDENTIAL INSURANCE CO MPANY OF AMERICA By its authorized officer, By: /s/ John R. Strangfeld ----------------------------- Title: Executive Vice President -------------------------- Date: April 25, 2000 --------------------------- PRUDENTIAL INVESTMENT MANAGEMENT _____________ dt 159743 ; The Prudential Series Fund, Inc.;	Separate Account NY-B of First Golden American Life Insi Co.
Preview Full Doc	2002	Participation Agreement Participation Agreement (53K) Doc #142652: Click preview link for longer preview. PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this __ day of February, 2002, by and between MFS FUND DISTRIBUTORS, INC., a Delaware corporation ("MFS"), and American International Life Assurance Company of New York, a New York corporation (the "Company"), on its own behalf and on behalf of each of the segregated asset accounts of the Company listed in Schedule B (the "Account" or the "Accounts"); WHEREAS, each of the funds which comprise the MFS Family of Funds (certain of which may from time to time be listed on Schedule A attached hereto) (each, a "Fund" and collectively, the "Funds") is registered as an open-end investment company under the Investment Company Act of 1940 as amended (the "1940 Act"), WHEREAS each Fund is comprised of multiple classes of shares which are or will be registered under the Securities Act of 1933 as amended (the "1933 Act"); WHEREAS MFS is registered as a broker-dealer with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); WHEREAS, MFS serves as distributor for each of the Funds pursuant to the terms of a Distribution Agreement between each of the Funds and MFS; WHEREAS, the Company will issue certain group fixed and variable annuity contracts (individually, the "Policy" or collectively, the "Policies") which, if required, will be registered under the 1933 Act; WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Company, to set aside and invest assets attributable to the aforesaid group fixed and/or variable annuity contracts that are allocated to the Accounts (the Policies and the Accounts covered by this Agreement, and each corresponding Fund covered by this Agreement in which the Accounts invest, is specified in Schedule A attached hereto as may be modified from time to time); WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase Class A shares in one or more of the Funds specified in Schedule A attached hereto (the "Shares") on behalf of the Accounts to fund the Policies, and MFS intends to sell such Shares to the Accounts; NOW, THEREFORE, in consideration of their mutual promises, MFS and the Company agree as follows: ARTICLE I. Sale of Trust Shares 1.1. MFS agrees to sell to the Company those Shares which the Accounts order (based on orders placed by Policy holders on that Business Day, as defined below) and which are available for purchase by such Accounts, executing such orders on a daily basis at the net asset value next computed after receipt by MFS or its designee of the order for the Shares. For purposes of this Section 1.1, the Company shall be the designee of MFS for receipt of such orders from Policy owners and receipt by such designee shall constitute receipt by MFS; provided that MFS receives notice of such orders by 9:00 a.m. Eastern Time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for trading and on which the Funds calculate their respective net asset values pursuant to the rules of the SEC. 1.2. MFS agrees to make the Shares available indefinitely for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Funds calculate their respective net {PAGE} asset value pursuant to rules of the SEC and each Fund shall calculate such net asset value on each day which the NYSE is open for trading. Notwithstanding the foregoing, MFS may refuse to sell any Shares to the Company and the Accounts, or suspend or terminate the offering of the Shares if such action is required by law or by regulatory authorities having jurisdiction or, pursuant to a determination made by the Board of Trustees of any Fund acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, that such action is necessary in the best interest of the Shareholders of such Fund. 1.3. MFS agrees to redeem for cash, on the Company's request, any full or fractional Shares held by the Accounts (based on orders placed by Policy holders on that Business Day), executing such requests on a daily basis at the net asset value next computed after receipt by MFS or its designee of the request for redemption. For purposes of this Section 1.3, the Company shall be the designee of MFS for receipt of requests for redemption from Policy owners and receipt by such designee shall constitute receipt by MFS; provided that MFS receives notice of such request for redemption by 9:00 a.m. Eastern Time on the next following Business Day. 1.4. Each purchase, redemption and exchange order placed by the Company shall be placed separately for each Fund and shall not be netted with respect to any Fund. However, with respect to payment of the purchase price by the Company and of redemption proceeds by MFS, the Company and MFS shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment for all of the Funds in accordance with Section 1.5 hereof. 1.5. In the event of net purchases, the Company shall pay for the Shares by 4:00 p.m. Eastern Time on the next Business Day after an order to purchase the Shares is made in accordance with the provisions of Section 1.1. hereof. In the event of net redemptions, MFS shall pay the redemption proceeds by 4:00 p.m. Eastern Time on the next Business Day after an order to redeem the shares is made in accordance with the provisions of Section 1.3. hereof. All such payments shall be in federal funds transmitted by wire. 1.6. Issuance and transfer of the Shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. The Shares ordered from MFS will be recorded in an appropriate title for the Accounts or the appropriate subaccounts of the Accounts. 1.7. MFS shall furnish same day notice (by wire or telephone followed by written confirmation) to the Company of any dividends or capital gain distributions payable on the Shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Fund's Shares in additional Shares of that Fund. MFS shall notify the Company of the number of Shares so issued as payment of such dividends and distributions. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. 1.8. MFS or its designee shall make the net asset value per share for each Fund available to the Company on each Business Day as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern Time. In the event that MFS is unable to meet the 6:30 p.m. time stated herein, it shall provide additional time for the Company to place orders for the purchase and redemption of Shares. Such additional time shall be equal to the additional time which MFS takes to make the net asset value available to the Company. If MFS provides materially incorrect share net asset value information, MFS shall make an adjustment to the number of shares purchased or redeemed for the Accounts to reflect the correct net asset value per share. Any material error in the calculation or reporting of net asset value per share, dividend or capital gains information shall be reported promptly upon discovery to the Company. 1.9 The Fund shall transmit to the Company by 8:30 a.m. Eastern Standard Time on each Business Day a confirmation of any net purchase or redemption orders for shares of the Fund with a trade date of the second preceding Business Day. However, on any Business Day that is the first Business Day of the month, 142652	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Participation Agreement: American International Group, Inc – of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Company: American International Group, Inc . 80 Pine Street, 13th Floor New York, NY 10005 Attn: Robert Goldbloom, Pensions Department If to MFS: MFS Fund Distributors, Inc. c/o Massachusetts Financial Services Company 500 Boylston _____________ dt 1483298 ; MFS Fund Distributors, Inc.;	American International Life Insurance Company of New York; Variable Account a American Intl Life Assur Co of New York
Preview Full Doc	2002	Participation Agreement Participation Agreement (53K) Doc #142659: Click preview link for longer preview. PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this __ day of February, 2002, by and between MFS FUND DISTRIBUTORS, INC., a Delaware corporation ("MFS"), and AIG Life Insurance Company, a Delaware corporation (the "Company"), on its own behalf and on behalf of each of the segregated asset accounts of the Company listed in Schedule B (the "Account" or the "Accounts"); WHEREAS, each of the funds which comprise the MFS Family of Funds (certain of which may from time to time be listed on Schedule A attached hereto) (each, a "Fund" and collectively, the "Funds") is registered as an open-end investment company under the Investment Company Act of 1940 as amended (the "1940 Act"), WHEREAS each Fund is comprised of multiple classes of shares which are or will be registered under the Securities Act of 1933 as amended (the "1933 Act"); WHEREAS MFS is registered as a broker-dealer with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); WHEREAS, MFS serves as distributor for each of the Funds pursuant to the terms of a Distribution Agreement between each of the Funds and MFS; WHEREAS, the Company will issue certain group fixed and variable annuity contracts (individually, the "Policy" or collectively, the "Policies") which, if required, will be registered under the 1933 Act; WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Company, to set aside and invest assets attributable to the aforesaid group fixed and/or variable annuity contracts that are allocated to the Accounts (the Policies and the Accounts covered by this Agreement, and each corresponding Fund covered by this Agreement in which the Accounts invest, is specified in Schedule A attached hereto as may be modified from time to time); WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase Class A shares in one or more of the Funds specified in Schedule A attached hereto (the "Shares") on behalf of the Accounts to fund the Policies, and MFS intends to sell such Shares to the Accounts; NOW, THEREFORE, in consideration of their mutual promises, MFS and the Company agree as follows: ARTICLE I. Sale of Trust Shares 1.1. MFS agrees to sell to the Company those Shares which the Accounts order (based on orders placed by Policy holders on that Business Day, as defined below) and which are available for purchase by such Accounts, executing such orders on a daily basis at the net asset value next computed after receipt by MFS or its designee of the order for the Shares. For purposes of this Section 1.1, the Company shall be the designee of MFS for receipt of such orders from Policy owners and receipt by such designee shall constitute receipt by MFS; provided that MFS receives notice of such orders by 9:00 a.m. Eastern Time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for trading and on which the Funds calculate their respective net asset values pursuant to the rules of the SEC. 1.2. MFS agrees to make the Shares available indefinitely for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Funds calculate their respective net {PAGE} asset value pursuant to rules of the SEC and each Fund shall calculate such net asset value on each day which the NYSE is open for trading. Notwithstanding the foregoing, MFS may refuse to sell any Shares to the Company and the Accounts, or suspend or terminate the offering of the Shares if such action is required by law or by regulatory authorities having jurisdiction or, pursuant to a determination made by the Board of Trustees of any Fund acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, that such action is necessary in the best interest of the Shareholders of such Fund. 1.3. MFS agrees to redeem for cash, on the Company's request, any full or fractional Shares held by the Accounts (based on orders placed by Policy holders on that Business Day), executing such requests on a daily basis at the net asset value next computed after receipt by MFS or its designee of the request for redemption. For purposes of this Section 1.3, the Company shall be the designee of MFS for receipt of requests for redemption from Policy owners and receipt by such designee shall constitute receipt by MFS; provided that MFS receives notice of such request for redemption by 9:00 a.m. Eastern Time on the next following Business Day. 1.4. Each purchase, redemption and exchange order placed by the Company shall be placed separately for each Fund and shall not be netted with respect to any Fund. However, with respect to payment of the purchase price by the Company and of redemption proceeds by MFS, the Company and MFS shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment for all of the Funds in accordance with Section 1.5 hereof. 1.5. In the event of net purchases, the Company shall pay for the Shares by 4:00 p.m. Eastern Time on the next Business Day after an order to purchase the Shares is made in accordance with the provisions of Section 1.1. hereof. In the event of net redemptions, MFS shall pay the redemption proceeds by 4:00 p.m. Eastern Time on the next Business Day after an order to redeem the shares is made in accordance with the provisions of Section 1.3. hereof. All such payments shall be in federal funds transmitted by wire. 1.6. Issuance and transfer of the Shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. The Shares ordered from MFS will be recorded in an appropriate title for the Accounts or the appropriate subaccounts of the Accounts. 1.7. MFS shall furnish same day notice (by wire or telephone followed by written confirmation) to the Company of any dividends or capital gain distributions payable on the Shares. The Company hereby elects to receive all such dividends and distributions as are payable on a Fund's Shares in additional Shares of that Fund. MFS shall notify the Company of the number of Shares so issued as payment of such dividends and distributions. The Company reserves the right to revoke this election and to receive all such dividends and distributions in cash. 1.8. MFS or its designee shall make the net asset value per share for each Fund available to the Company on each Business Day as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern Time. In the event that MFS is unable to meet the 6:30 p.m. time stated herein, it shall provide additional time for the Company to place orders for the purchase and redemption of Shares. Such additional time shall be equal to the additional time which MFS takes to make the net asset value available to the Company. If MFS provides materially incorrect share net asset value information, MFS shall make an adjustment to the number of shares purchased or redeemed for the Accounts to reflect the correct net asset value per share. Any material error in the calculation or reporting of net asset value per share, dividend or capital gains information shall be reported promptly upon discovery to the Company. 1.9 The Fund shall transmit to the Company by 8:30 a.m. Eastern Standard Time on each Business Day a confirmation of any net purchase or redemption orders for shares of the Fund with a trade date of the second preceding Business Day. However, on any Business Day that is the first Business Day of the month, 142659	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Participation Agreement: American International Group, Inc – of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Company: American International Group, Inc . 80 Pine Street, 13th Floor New York, NY 10005 Attn: Robert Goldbloom, Pensions Department If to MFS: MFS Fund Distributors, Inc. c/o Massachusetts Financial Services Company 500 Boylston _____________ dt 1483300 ; MFS Fund Distributors, Inc.;	AIG Life Insurance Company; Variable Account I of Aig Life Ins Co
Preview Full Doc	1996	Participation Agreement Participation Agreement (46K) Doc #146113: Click preview link for longer preview. AIM VARIABLE INSURANCE FUNDS, INC. PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this 25th day of February, 1993 by and between CONNECTICUT GENERAL LIFE INSURANCE COMPANY ("CG LIFE") on its own behalf and on behalf of CG VARIABLE ANNUITY SEPARATE ACCOUNT (the "SEPARATE ACCOUNT"), and the AIM VARIABLE INSURANCE FUNDS, INC. (the "FUND") and AIM DISTRIBUTORS, INC. ("DISTRIBUTOR"). WITNESSETH WHEREAS, CG LIFE and A I M MANAGEMENT GROUP INC. have entered into an agreement dated June 30, 1992 entitled "PRODUCT DEVELOPMENT AGREEMENT" to jointly develop a variable annuity product; and WHEREAS, the FUND has been organized for investment of life insurance companies' customers through separate accounts; and WHEREAS, CG LIFE intends to purchase shares in the FUND on behalf of the SEPARATE ACCOUNT; and WHEREAS, DISTRIBUTOR is authorized to sell such shares to the SEPARATE ACCOUNT; NOW, THEREFORE, in consideration of the covenants, mutual promises herein contained and other good and valuable consideration the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: ARTICLE I DEFINITIONS 1.1 The Parties agree that the following terms shall have the meanings set forth below: Board - The Board of Directors of the FUND; Business Day - Any day on which the FUND computes its net asset value pursuant to rules of the SEC and as described in the Prospectus for the FUND. Code - The Internal Revenue Code of 1986, as amended; Contract(s) - Any individual or group variable annuity contract or combination fixed and variable annuity contract or certificate issued under a 1 {PAGE} group contract by CG LIFE or any of its affiliates which provides for the FUND as an investment through the SEPARATE ACCOUNT; Distribution Agreement - The Agreement between the FUND and DISTRIBUTOR dated ___________________ concerning the sale and distribution of FUND shares; General Account - The assets of CG LIFE other than those allocated to the SEPARATE ACCOUNT or any other separate accounts of CG LIFE established under Connecticut insurance statutes; NASD - The National Association of Securities Dealers, Inc.; Owners - The person, persons, entity, or entities entitled to the ownership rights stated in the Contracts; Participants - Individuals who participate under group Contracts; Portfolio - A separate class or series of shares of the FUND constituting an investment sub-account as described in the FUND Prospectus with investment objectives, policies and restrictions distinct from the other investment sub- accounts of the FUND; Prospectus - The current prospectus and corresponding statement of additional information for either the FUND or the Contracts; Sales Literature - Advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act. SEC - The United States Securities and Exchange Commission; 1940 Act - The Investment Company Act of 1940 including the rules thereunder; 1933 Act - The Securities Act of 1933 including the rules thereunder; 1934 Act - The Securities Exchange Act of 1934 including the rules thereunder; 146113	CGLI Connecticut General Life Insurance Co. ( Insurance ) ; CG Variable Annuity Separate Account;	AIM Variable Insurance Funds, Inc.; AIM Distributors, Inc.
Preview Full Doc	2000	Contribution and Participation Agreement [Amended and Restated] Contribution and Participation Agreement [Amended and Restated] (93K) Doc #317695: Click preview link for longer preview. AMENDED AND RESTATED CONTRIBUTION AND PARTICIPATION AGREEMENT DATED AS OF DECEMBER 1, 2000 AMONG SII ACQUISITION, INC., THE INVESTOR STOCKHOLDER LISTED HEREIN AND THE CONTINUING HOLDERS LISTED HEREIN 1 {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I DEFINITIONS...................................... 3 Section 1.1 Definitions.................................. 3 ARTICLE II EXCHANGE OF PROPERTY FOR CAPITAL STOCK.......... 6 Section 2.1 Issuance To Investor Stockholder............. 6 Section 2.2 Exchange With Continuing Holders............. 7 Section 2.3 Closing...................................... 7 Section 2.4 Failure By Continuing Holder................. 7 ARTICLE III COVENANTS AND AGREEMENTS OF SII AND INVESTOR STOCKHOLDER............................................... 8 Section 3.1 Best Efforts................................. 8 Section 3.2 Consent to Certain Business Combinations..... 8 Section 3.3 Participation in Certain Transactions........ 8 ARTICLE IV COVENANTS OF THE CONTINUING HOLDERS............. 9 Section 4.1 Best Efforts................................. 9 Section 4.2 No Sale, Etc................................. 9 Section 4.3 Custodial Arrangements....................... 9 ARTICLE V PUTS AND CALLS................................... 10 Section 5.1 Puts and Calls............................... 10 Section 5.2 Wills........................................ 13 ARTICLE VI RESTRICTIONS ON CONTINUING HOLDER TRANSFERS..... 13 Section 6.1 General Restriction on Transfers by Continuing Holders..................................... 13 Section 6.2 Permitted Transfers By Continuing Holders.... 13 ARTICLE VII REPRESENTATIONS AND WARRANTIES................. 14 Section 7.1 Representations and Warranties by SII........ 14 Section 7.2 Representations and Warranties by All Stockholders........................................... 15 Section 7.3 Additional Representations and Warranties by Continuing Holders..................................... 16 ARTICLE VIII CONDITIONS TO CLOSING......................... 16 Section 8.1 Conditions to Obligations of All Parties..... 16 Section 8.2 Additional Conditions to Obligations of Continuing Holders..................................... 17 Section 8.3 Additional Conditions to Obligations of Investor Stockholder and SII........................... 17 ARTICLE IX GENERAL PROVISIONS.............................. 17 Section 9.1 Termination.................................. 17 Section 9.2 Restrictive Legends.......................... 18 Section 9.3 Notices...................................... 18 Section 9.4 Additional Parties........................... 18 Section 9.5 Expenses..................................... 19 Section 9.6 Amendments and Waivers....................... 19 Section 9.7 Successors and Assigns....................... 19 Section 9.8 Georgia Law.................................. 19 Section 9.9 Counterparts; Effectiveness.................. 19 Section 9.10 Captions..................................... 19 Section 9.11 No Rights As Employee........................ 19 Section 9.12 Genders and Plurals.......................... 19 Section 9.13 Severability................................. 19 Section 9.14 Third Party Beneficiary...................... 19 SCHEDULE A -- INVESTOR STOCKHOLDER.......................... 22 SCHEDULE B -- CONTINUING HOLDERS............................ 23 {/TABLE} 2 {PAGE} 3 AMENDED AND RESTATED CONTRIBUTION AND PARTICIPATION AGREEMENT THIS AMENDED AND RESTATED CONTRIBUTION AND PARTICIPATION AGREEMENT ("Agreement") is entered into as of December 1, 2000 among SII ACQUISITION, INC., a Georgia corporation ("SII"), the INVESTOR STOCKHOLDER listed on Schedule A hereto and the CONTINUING HOLDERS listed on Schedule B hereto. WITNESSETH: WHEREAS, SII has entered into an Agreement and Plan of Merger with Shaw Industries, Inc. (the "Company") dated as of October 19, 2000 (the "Merger Agreement") pursuant to which SII will be merged with and into the Company (the "Merger") with the Company as the surviving corporation in the Merger (the "Surviving Corporation") and, among other things, each share of common stock, $.01 par value per share, of SII ("SII Common Stock") will, by virtue of the Merger, be converted into and become one share of common stock of the Surviving Corporation ("Surviving Corporation Common Stock"); WHEREAS, in connection with the Merger Agreement, SII, the Investor Stockholder and certain of the Continuing Holders heretofore entered into the Contribution and Participation Agreement dated as of October 19, 2000 (the "Original Agreement") pursuant to which (i) the Investor Stockholder agreed to contribute shares of common stock, no par value per share, of the Company ("Company Common Stock") owned by it and cash in an amount necessary to consummate the Merger to SII in exchange for shares of SII Common Stock as indicated on Schedule A to the Original Agreement and (ii) each Continuing Holder who was a party to the Original Agreement (collectively, the "Original Continuing Holders") agreed to contribute the number of shares of Company Common Stock indicated on Schedule B to the Original Agreement to SII in exchange for shares of SII Common Stock; WHEREAS, certain of the Original Continuing Holders transferred a portion of their Company Common Stock and the parties hereto have agreed to such transfers and the transferees agree to be bound by the terms of the Agreement; WHEREAS, the parties hereto have agreed to enter into this Agreement to add such transferees of Company Common Stock as Continuing Holders and to make certain other changes to the Original Agreement as agreed to by the parties to this Agreement; WHEREAS, the parties hereto intend that the aforementioned contributions and exchanges by the Investor Stockholder and the Continuing Holders contemplated by this Agreement will be treated for income tax purposes as transfers pursuant to Section 351 of the Code and any corresponding provisions of applicable state income tax statutes; WHEREAS, SII, the Investor Stockholder and the Continuing Holders desire to provide herein for certain matters relating to the authorization and issuance of such shares of SII Common Stock and certain restrictions on the transfer of shares of SII Common Stock and Surviving Corporation Common Stock; NOW THEREFORE, in consideration of the foregoing and the covenants set forth herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. The following terms, as used herein, shall have the following meanings: "Additional Contribution Shares" means (i) the shares of SII Common Stock (which shall be converted into shares of Surviving Corporation Common Stock upon the Merger) to be issued to the Family Group Stockholders pursuant to Section 2.2 and designated as "Additional Contribution Shares" on Schedule B hereto, (ii) any shares of Capital Stock of the Surviving Corporation issued to the Family 3 {PAGE} 4 Group Stockholders with respect to such shares pursuant to any exchange or right to purchase Capital Stock or as a result of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or similar transaction, and (iii) any other shares of Capital Stock otherwise acquired by a Family Group Stockholder. "Annual Put" has the meaning set forth in Section 5.1(a)(iii). "Annual Put Exercise Date" has the meaning set forth in Section 5.1(a)(i). "Attorneys" has the meaning set forth in Section 4.3. "Base Book Value" means the Book Value as of December 31, 2000. "Book Value" means the total net equity of the Company or the Surviving Corporation, as applicable, as of a particular date, divided by the total number of shares of Company Common Stock or Surviving Corporation Common Stock, as applicable, which are outstanding as of such date or which are issuable upon exercise of any then-outstanding Company Stock Options. Total net equity shall be calculated in accordance with generally accepted accounting principles but without taking into account any Merger-related adjustments thereto, with the result, among others, that the amount of goodwill reflected in total net equity shall be limited to the amount of goodwill that would have been so included had the Merger not occurred. "Call Recipient" has the meaning set forth in Section 5.1(b)(ii). "Capital Stock" means authorized and issued capital stock of the Surviving Corporation. "Closing" means the contribution of cash and shares of Company Common Stock to SII contemplated hereby and the issuance of SII Common Stock in exchange therefor. "Closing Date" means the date of the Closing. "Commission" means the Securities and Exchange Commission. "Company" has the meaning set forth in the recitals to this Agreement. "Company Common Stock" means common stock, no par value per share, of the Company to be exchanged by a Stockholder hereunder for shares of SII Common Stock. "Company Stock Options" means options to acquire shares of Company Common Stock which were issued by the Company pursuant to any of the Option Plans. "Company Joinder Agreement" means a form of joinder agreement reasonably acceptable to the Surviving Corporation pursuant to which a transferee of a Continuing Holder agrees to be bound by the terms hereof. "Company Stockholder Approval" has the meaning given to such term in the Merger Agreement. "Continuing Holder" means each Family Group Stockholder and each Management Holder, provided, however, that, at any time, the term "Continuing Holder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time. "Custodian" has the meaning set forth in Section 2.2. "Custody Agreement" means the Custody Agreement among SII, each of the Continuing Holders and the Custodian to be mutually agreed upon by the parties hereto and the Custodian and entered into pursuant to Section 4.3. "Designated Individual" means, with respect to a particular Family Group Entity or Management Holder Entity, the individual whose name is referenced as such next to the name of such Family Group Entity or Management Holder Entity on Schedule B hereto. "Effective Time" means the Effective Time specified in the Merger Agreement. 4 {PAGE} 5 "Elected Year End Book Value" has the meaning set forth in Section 5.1(c). "Employed Family Group Stockholder" means each of Robert E. Shaw and Julian Saul. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Family Group Stockholder" means each of the individuals and each Family Group Entity listed under the heading "Family Group Stockholders" on Schedule B hereto, provided, however, that, at any time, the term "Family Group Stockholder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time. "Family Group Entity" means each trust or partnership which is listed under the subheading "Family Group Entities" under the heading "Family Group Stockholders" on Schedule B hereto. "Government Entity" has the meaning given to such term in the Merger Agreement. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended to the date hereof. "Immediate Family Members" of a Person means the spouse, children and grandchildren (including legally adopted children and grandchildren) of such Person. "Initial Exercise Date" has the meaning set forth in Section 5.1(a)(i). "Investor Stockholder Joinder Agreement" means a form of joinder agreement reasonably acceptable to SII pursuant to which a transferee of the Investor Stockholder agrees to be bound by the terms hereof. "Investor Stockholder" means (i) the Investor Stockholder listed on Schedule A hereto and its successors, and (ii) upon execution of an Investor Stockholder Joinder Agreement, any transferee of an Investor Stockholder acquiring shares of Surviving Corporation Common Stock; provided, however, that, at any time, the term "Investor Stockholder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time. "Management Contribution Shares" means (i) the shares of SII Common Stock (which shall be converted into shares of Surviving Corporation Common Stock upon the Merger) to be issued to the Management Holders pursuant to Section 2.2, (ii) any shares of Capital Stock of the Surviving Corporation 317695	Berkshire Berkshire Hathaway Inc. ( Property & Casualty Insurance ) As referenced in this Contribution and Participation Agreement [Amended and Restated]: Berkshire Hathaway Inc – be duly executed as of the day and year first above written. SII Acquisition, Inc. By: /s/ MARC D. HAMBURG -------------------------------------- Its: Vice President -------------------------------------- Berkshire Hathaway Inc . By: /s/ MARC D. HAMBURG -------------------------------------- Its: Vice President -------------------------------------- /s/ ROBERT E. SHAW -------------------------------------- Robert E. Shaw Robert E. Shaw, L.P. By: /s/ _____________ Berkshire Hathaway Inc – 22 SCHEDULE A INVESTOR STOCKHOLDER {TABLE} {CAPTION} NUMBER OF SHARES OF NAME CASH CONTRIBUTION COMPANY SHARES SII COMMON STOCK ---- ----------------- -------------- ------------------- {S} {C} {C} {C} Berkshire Hathaway Inc ................... $2,016,686,315 2,194,200 108,335,585 {/TABLE} 22 {PAGE} 23 SCHEDULE B CONTINUING HOLDERS FAMILY GROUP STOCKHOLDERS {TABLE} { _____________ dt 678130 ; Powell Goldstein Powell, Goldstein, Frazer & Murphy LLP ( Legal ) As referenced in this Contribution and Participation Agreement [Amended and Restated]: Powell, Goldstein – Holder and held by the Custodian pursuant to the Custody Agreement. Section 2.3 Closing. The Closing shall occur at the offices of Powell, Goldstein , Frazer & Murphy LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303, at such time and date determined by SII that _____________ dt 487309 ;	SII Acquisition, Inc.
Preview Full Doc	2000	Contribution and Participation Agreement Contribution and Participation Agreement (91K) Doc #317708: Click preview link for longer preview. CONTRIBUTION AND PARTICIPATION AGREEMENT DATED AS OF OCTOBER 19, 2000 AMONG SII ACQUISITION, INC., THE INVESTOR STOCKHOLDER LISTED HEREIN AND THE CONTINUING HOLDERS LISTED HEREIN {PAGE} 2 TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} ARTICLE I DEFINITIONS...................................... Section 1.1 Definitions.................................. ARTICLE II EXCHANGE OF PROPERTY FOR CAPITAL STOCK.......... Section 2.1 Issuance To Investor Stockholder............. Section 2.2 Exchange With Continuing Holders............. Section 2.3 Closing...................................... Section 2.4 Failure By Continuing Holder................. ARTICLE III COVENANTS OF SII AND INVESTOR STOCKHOLDER...... Section 3.1 Best Efforts................................. Section 3.2 Consent to Certain Business Combinations..... Section 3.3 Participation in Certain Transactions........ ARTICLE IV COVENANTS OF THE CONTINUING HOLDERS............. Section 4.1 Best Efforts................................. Section 4.2 No Sale, Etc................................. Section 4.3 Custodial Arrangements....................... ARTICLE V PUTS AND CALLS................................... Section 5.1 Puts and Calls............................... Section 5.2 Wills........................................ ARTICLE VI RESTRICTIONS ON CONTINUING HOLDER TRANSFERS..... Section 6.1 General Restriction On Transfers By Continuing Holders..................................... Section 6.2 Permitted Transfers By Continuing Holders.... ARTICLE VII REPRESENTATIONS AND WARRANTIES................. Section 7.1 Representations and Warranties by SII........ Section 7.2 Representations and Warranties by All Stockholders........................................... Section 7.3 Additional Representations and Warranties by Continuing Holders..................................... ARTICLE VIII CONDITIONS TO CLOSING......................... Section 8.1 Conditions To Obligations Of All Parties..... Section 8.2 Additional Conditions To Obligations Of Continuing Holders..................................... Section 8.3 Additional Conditions To Obligations Of Investor Stockholder and SII........................... ARTICLE IX GENERAL PROVISIONS.............................. Section 9.1 Termination.................................. Section 9.2 Restrictive Legends.......................... Section 9.3 Notices...................................... Section 9.4 Additional Parties........................... Section 9.5 Expenses..................................... Section 9.6 Amendments and Waivers....................... Section 9.7 Successors and Assigns....................... Section 9.8 Georgia Law.................................. Section 9.9 Counterparts; Effectiveness.................. Section 9.10 Captions..................................... Section 9.11 No Rights As Employee........................ Section 9.12 Genders and Plurals.......................... Section 9.13 Severability................................. SCHEDULE A -- INVESTOR STOCKHOLDER SCHEDULE B -- CONTINUING HOLDERS {/TABLE} {PAGE} 3 CONTRIBUTION AND PARTICIPATION AGREEMENT THIS CONTRIBUTION AND PARTICIPATION AGREEMENT ("Agreement") is entered into as of October 19, 2000 among SII ACQUISITION, INC., a Georgia corporation ("SII"), the INVESTOR STOCKHOLDER listed on Schedule A hereto and the CONTINUING HOLDERS listed on Schedule B hereto. WITNESSETH: WHEREAS, SII intends to enter into an Agreement and Plan of Merger with Shaw Industries, Inc. (the "Company") of even date herewith (the "Merger Agreement") pursuant to which SII will be merged with and into the Company (the "Merger") with the Company as the surviving corporation in the Merger (the "Surviving Corporation") and, among other things, each share of common stock, $.01 par value per share, of SII ("SII Common Stock") will, by virtue of the Merger, be converted into and become one share of common stock of the Surviving Corporation ("Surviving Corporation Common Stock"); WHEREAS, the Investor Stockholder wishes to contribute shares of common stock, no par value per share, of the Company ("Company Common Stock") owned by it and cash in an amount necessary to consummate the Merger to SII in exchange for shares of SII Common Stock as indicated on Schedule A hereto; WHEREAS, each Continuing Holder owns or has the right to acquire the number of shares of Company Common Stock as is indicated on Schedule B hereto and wishes to contribute such shares to SII in exchange for shares of SII Common Stock, as indicated on Schedule B hereto; WHEREAS, the parties hereto intend that the aforementioned contributions and exchanges by the Investor Stockholder and the Continuing Holders contemplated by this Agreement will be treated for income tax purposes as transfers pursuant to Section 351 of the Code and any corresponding provisions of applicable state income tax statutes; WHEREAS, SII, the Investor Stockholder and the Continuing Holders desire to provide herein for certain matters relating to the authorization and issuance of such shares of SII Common Stock and certain restrictions on the transfer of shares of SII Common Stock and Surviving Corporation Common Stock; NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. The following terms, as used herein, shall have the following meanings: "Additional Contribution Shares" means (i) the shares of SII Common Stock (which shall be converted into shares of Surviving Corporation Common Stock upon the Merger) to be issued to the Family Group Stockholders pursuant to Section 2.2 and designated as "Additional Contribution Shares" on Schedule B hereto, (ii) any shares of Capital Stock of the Surviving Corporation issued to the Family Group Stockholders with respect to such shares pursuant to any exchange or right to purchase Capital Stock or as a result of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or similar transaction, and (iii) any other shares of Capital Stock otherwise acquired by a Family Group Stockholder. "Annual Put" has the meaning set forth in Section 5.1(a)(iii). "Annual Put Exercise Date" has the meaning set forth in Section 5.1(a)(i). "Attorneys" has the meaning set forth in Section 4.3. "Base Book Value" means the Book Value as of December 31, 2000. 1 {PAGE} 4 "Book Value" means the total net equity of the Company or the Surviving Corporation, as applicable, as of a particular date, divided by the total number of shares of Company Common Stock or Surviving Corporation Common Stock, as applicable, which are outstanding as of such date or which are issuable upon exercise of any then-outstanding Company Stock Options. Total net equity shall be calculated in accordance with generally accepted accounting principles but without taking into account any Merger-related adjustments thereto, with the result, among others, that the amount of goodwill reflected in total net equity shall be limited to the amount of goodwill that would have been so included had the Merger not occurred. "Call Recipient" has the meaning set forth in Section 5.1(b)(ii). "Capital Stock" means authorized and issued capital stock of the Surviving Corporation. "Closing" means the contribution of cash and shares of Company Common Stock to SII contemplated hereby and the issuance of SII Common Stock in exchange therefor. "Closing Date" means the date of the Closing. "Commission" means the Securities and Exchange Commission. "Company" has the meaning set forth in the recitals to this Agreement. "Company Common Stock" means common stock, no par value per share, of the Company to be exchanged by a Stockholder hereunder for shares of SII Common Stock. "Company Stock Options" means options to acquire shares of Company Common Stock which were issued by the Company pursuant to any of the Option Plans. "Company Joinder Agreement" means a form of joinder agreement reasonably acceptable to the Surviving Corporation pursuant to which a transferee of a Continuing Holder agrees to be bound by the terms hereof. "Company Stockholder Approval" has the meaning given to such term in the Merger Agreement. "Continuing Holder" means each Family Group Stockholder and each Management Holder, provided, however, that, at any time, the term "Continuing Holder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time. "Custodian" has the meaning set forth in Section 2.2. "Custody Agreement" means the Custody Agreement among SII, each of the Continuing Holders and the Custodian to be mutually agreed upon by the parties hereto and the Custodian and entered into pursuant to Section 4.3. "Designated Individual" means, with respect to a particular Family Group Entity or Management Holder Entity, the individual whose name is referenced as such next to the name of such Family Group Entity or Management Holder Entity on Schedule B hereto. "Effective Time" means the Effective Time specified in the Merger Agreement. "Elected Year End Book Value" has the meaning set forth in Section 5.1(c). "Employed Family Group Stockholder" means each of Robert E. Shaw and Julian Saul. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Family Group Stockholder" means each of the individuals and each Family Group Entity listed under the heading "Family Group Stockholders" on Schedule B hereto, provided, however, that, at any time, the term "Family Group Stockholder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time. "Family Group Entity" means each trust or partnership which is listed under the subheading "Family Group Entities" under the heading "Family Group Stockholders" on Schedule B hereto. 2 {PAGE} 5 "Government Entity" has the meaning given to such term in the Merger Agreement. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended to the date hereof. "Immediate Family Members" of a Person means the spouse, children and grandchildren (including legally adopted children and grandchildren) of such Person. "Initial Exercise Date" has the meaning set forth in Section 5.1(a)(i). "Investor Stockholder Joinder Agreement" means a form of joinder agreement reasonably acceptable to SII pursuant to which a transferee of the Investor Stockholder agrees to be bound by the terms hereof. "Investor Stockholder" means (i) the Investor Stockholder listed on Schedule A hereto and its successors, and (ii) upon execution of an Investor Stockholder Joinder Agreement, any transferee of an Investor Stockholder acquiring shares of Surviving Corporation Common Stock; provided, however, that, at any time, the term "Investor Stockholder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time. "Management Contribution Shares" means (i) the shares of SII Common Stock (which shall be converted into shares of Surviving Corporation Common Stock upon the Merger) to be issued to the Management Holders pursuant to Section 2.2, (ii) any shares of Capital Stock of the Surviving Corporation 317708	Berkshire Berkshire Hathaway Inc. ( Property & Casualty Insurance ) As referenced in this Contribution and Participation Agreement: Berkshire Hathaway Inc – be duly executed as of the day and year first above written. SII Acquisition, Inc. By: /s/ MARC D. HAMBURG -------------------------------------- Its: Vice President -------------------------------------- Berkshire Hathaway Inc . By: /s/ MARC D. HAMBURG -------------------------------------- Its: Vice President -------------------------------------- /s/ ROBERT E. SHAW -------------------------------------- Robert E. Shaw Robert E. Shaw, L.P. By: /s/ _____________ Berkshire Hathaway Inc – 22 SCHEDULE A INVESTOR STOCKHOLDER {TABLE} {CAPTION} NUMBER OF SHARES OF NAME CASH CONTRIBUTION COMPANY SHARES SII COMMON STOCK ---- ----------------- -------------- ------------------- {S} {C} {C} {C} Berkshire Hathaway Inc ................... $2,016,686,315 2,194,200 108,335,585 {/TABLE} {PAGE} 23 SCHEDULE B CONTINUING HOLDERS FAMILY GROUP STOCKHOLDERS {TABLE} {CAPTION} _____________ dt 678147 ; Powell Goldstein Powell, Goldstein, Frazer & Murphy LLP ( Legal ) As referenced in this Contribution and Participation Agreement: Powell, Goldstein – Holder and held by the Custodian pursuant to the Custody Agreement. Section 2.3 Closing. The Closing shall occur at the offices of Powell, Goldstein , Frazer & Murphy LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303, at such time and date determined by SII that _____________ dt 487319 ;	SII Acquisition, Inc.
Full Doc	2003	Investment and Participation Agreement [Amendment No. 1] Investment and Participation Agreement [Amendment No. 1] (11K) Doc #347800: This document is immediately available for purchase, but does not have a preview available for viewing. PROTECTIVE LIFE INSURANCE COMPANY, as the Company and the Lessee By:/s/Carl Thigppen Name: Carl Thigpen Title: Vice President WACHOVIA CAPITAL INVESTMENTS, INC., as the Lessor By:/s/Claire Flaury Name: Claire Flaury Title: Senior Vice President SUNTRUST BANK, as a Lease Participant By:/s/Nathan Bickford Name: Nathan Bickford Title: Assistant Vice President LASALLE BANK NATIONAL ASSOCIATION, as a Lease Participant By:/s/George L. Kumis Name: George L. Kumis Title: Senior Vice President SCHEDULE 1.02(b) Pricing Schedule The terms Applicable Margin means, for any day, the rate per annum set forth below corresponding to the Pricing Level that applies on such day: --------------------------------------- ------------ ------------ ------------- ------------ ------------ ------------ Pricing Level Level I Level II Level III Level IV Level V Level VI --------------------------------------- ------------ ------------ ------------- ------------ ------------ ------------ Applicable Margin for Lessor Advances and Lessor Investments on: --------------------------------------- ------------ ------------ ------------- ------------ ------------ ------------ 1. Adjusted LIBO Rate basis 0.625% 0.750% 0.875% 1.000% 1.250% 1.750% --------------------------------------- ------------ ------------ ------------- ------------ ------------ ------------ 2. Base Rate basis 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% --------------------------------------- ------------ ------------ ------------- ------------ ------------ ------------ For purposes of this Pricing Schedule, the following terms have the following meanings: Level I Pricing applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to or better than A+ or A1. Level II Pricing applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to A or A2. Level III Pricing applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to A- or A3. Level IV Pricing applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to or less than BBB+ or Baa1, but greater than BBB- or Baa3. Level V Pricing applies if the Debt Rating at the most recent Performance Pricing Determination Date was equal to BBB- or Baa3. Level VI Pricing applies if the Debt Rating at the most recent Performance Pricing Determination Date was less than BBB- or Baa3 or if there is no Debt Rating. All determinations hereunder shall be made by the Lessor unless the Majority Funding Parties shall object to any such determination. The Guarantor shall promptly notify the Lessor of any change in the Debt Rating. CONSENT AND REAFFIRMATION OF GUARANTOR The undersigned (i) acknowledges receipt of the foregoing First Amendment to Investment Agreement and Lease Agreement (the First Amendment), (ii) consents to the execution and delivery of the First Amendment by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty Agreement dated as of February 1, 2000 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the First Amendment. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. PROTECTIVE LIFE CORPORATION (SEAL) as Guarantor By:/s/ Carl Thigpen Name: Carl Thigpen Title: Vice President 347800	Protective Life Protective Life Corp. ( Life Insurance )
Full Doc	2003	Investment and Participation Agreement [Amendment No. 2] Investment and Participation Agreement [Amendment No. 2] (9K) Doc #347801: This document is immediately available for purchase, but does not have a preview available for viewing. Protective Life Corp Exhibit 10(m)(2) Exhibit 10(m)(2) SECOND AMENDMENT TO INVESTMENT AND PARTICIPATION AGREEMENT THIS SECOND AMENDMENT TO INVESTMENT AND PARTICIPATION AGREEMENT (this ?Second Amendment?) is dated as of the 11th day of March, 2002 among PROTECTIVE LIFE INSURANCE COMPANY. (the ?Company?), WACHOVIA CAPITAL INVESTMENTS, INC. (the ?Lessor?) and SUNTRUST BANK and LASALLE BANK NATIONAL ASSOCIATION (individually and collectively, as the context shall require, the ?Lease Participants?); W . . . 347801	Protective Life Protective Life Corp. ( Life Insurance )
Preview Full Doc	2001	Physician Practice Management Participation Agreement Physician Practice Management Participation Agreement (237K) Doc #422350: Click preview link for longer preview. PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 1. PARTIES This Physician Practice Management Participation Agreement ("Agreement") is made and entered into by and between: a. METCARE OF FLORIDA, INC. (hereinafter referred to as "PPM"), a professional physician practice management organization licensed and/or organized under the laws of the State of Florida and the principals of said party, all of whom are listed on the attached Ownership Disclosure Statement (Attachment A);AND b. Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc. and PCA Family Health Plan, Inc. (health maintenance organizations) and Humana Health Insurance Company of Florida, Inc. (a Florida insurance company) and Humana Insurance Company, Employers Health Insurance Company and PCA Life insurance Company (insurance companies) and their affiliates who underwrite or administer health plans. All of said companies are collectively referred to in this Agreement as "HUMANA". The joinder of these companies under the designation "HUMANA" shall not be construed as imposing joint responsibility or cross- guarantee between or among HUMANA companies. 2. RELATIONSHIP In performance of the duties and obligations of each of the parties to this Agreement and in regard to any services rendered or performed by either party for covered individuals designated by HUMANA (hereinafter referred to as "Member3"), including but not limited to those individuals covered under HUMANA's Commercial plans, Medicare HMO and POS plans, and other health care bene ' fit plans, under designated HUMANA contracts, and to all individuals covered under designated self-insured employer, employer trust, or other health care benefit contracts whose claims are either administered by HUMANA or where HUMANA administers the provider network for another third party payor issuing and administering the contract, it mutually is understood and agreed that HUMANA and PPM and their respective employees and agents are at all times acting and performing as independent contractors and that neither party nor their respective employees and agents, shall be considered the agent, servant, employee of or joint venturer with the other party. Notice to, or consent from, any third party, including a Member or other physician, shall not be required in order to make any termination or modification of this Agreement effective. PPM is contracting for itself, and as agent for and under authority granted to PPM by each The Confidential Portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission. 1 {PAGE} 2 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT of its physicians ("PPM Physicians") employed by or under contract with PPM, unless otherwise agreed to herein, the parties acknowledge and agree that neither PPM nor HUMANA will be liable for the activities of the other nor the agents and employees of the other, including but not limited to, any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims or demands of any kind or nature by or on behalf of any person, party or governmental authority arising out of or in connection with: (I) any failure to perform any of the agreements, terms, covenants or conditions of this Agreement; (II) any negligent act or omission or other misconduct; (III) the failure to comply with any applicable laws, rules or regulations; or (IV) any accident injury or damage to persons or property. PPM acknowledges and shall require PPM Physicians to acknowledge that all patient care and related decisions are the sole responsibility of the PPM Physicians and that HUMANA does not dictate or control PPM Physicians' clinical decisions with respect to the medical care or treatment of Members. Notwithstanding anything to the contrary herein, PPM on behalf of itself and each of its PPM Physicians further agrees to and hereby does indemnify, defend and hold harmless HUMANA from any and all claims, judgments, costs, liabilities, damages and expenses, including reasonable attorneys' fees, whatsoever, arising from any acts or omissions in the provision of medical services by PPM and/or PPM Physicians under this Agreement. This provision shall survive termination of this Agreement, regardless of the cause giving rise to the termination. 3. NO THIRD PARTY BENEFICIARIES With the exception of Article 27, the parties have not created and do not intend to create by this Agreement any third party rights under this Agreement, including but not limited to Members. The parties acknowledge and agree that, with the exception of Article 27 of this Agreement, there are no third party beneficiaries to this Agreement. 4. SCOPE OF THE AGREEMENT 4.1 This Agreement sets forth the rights, responsibilities, terms and conditions governing: (I) PPM and PPM Physicians' status as a health care provider contracted and credentialed by HUMANA to provide health care services (hereinafter "Participating Providers") to Members in certain health care networks established or managed by HUMANA and (II) PPM Physicians' services to Members. This Agreement applies only to those health care benefit contracts and to those Members designated by HUMANA. 2 {PAGE} 3 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 4.2 Upon request, HUMANA agrees to provide PPM with a listing of all other agreements under which PPM and PPM Physicians will be providing services as required by this Agreement. 4.3 All rights and responsibilities arising in respect to Members shall be applicable to only the company which issued the contract covering the respective Members and may not be imposed or enforced upon any other affiliated or related company. Further, with respect to self-insured contracts, unless otherwise indicated, HUMANA's responsibilities are limited to those of administration or claims processing. 4.4 PPM represents and warrants that PPM and all PPM Physicians and their respective members, independent contractors and employees will abide by the terms and conditions of this Agreement, and PPM shall obtain acknowledgment of such from each PPM Physician member, independent contractor and employee required to be credentialed under the terms of this Agreement. 4.5 The parties agree that nothing contained in this Agreement is intended to interfere with or hinder communications between physician(s) and Members regarding patient treatment. 5. SUBCONTRACTING PERFORMANCE 5.1 PPM shall provide directly, or through appropriate arrangement with PPM Physicians and other providers of medical services, medical services to Members. It is understood and agreed that said PPM shall maintain written agreements with the PPM Physicians, and other licensed providers of medical care where applicable, in a form comparable to, and consistent with, the terms and conditions established in this Agreement, and in a form approved by HUMANA. A sample copy of the agreement between PPM and PPM Physicians in effect at the time of the signing of this Agreement is attached in Attachment I. In the event of a conflict between the language of the PPM Physician agreements and this Agreement, the language in this Agreement shall control. PPM agrees to notify HUMANA of any material change(s) to the aforementioned agreements at least thirty (30) days prior to implementing such change(s), during which period, HUMANA may object to the change(s). HUMANA's notice of objection shall not preclude PPM's implementation of such change(s), but PPM agrees that any such change(s) shall not be contrary to, in violation of, or inconsistent with the terms of this Agreement. In the event HUMANA notifies PPM of its objection, both parties agree to make a good faith effort to resolve such dispute in a timely manner. 3 {PAGE} 4 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 5.2 All PPM Physicians and other providers of medical services providing services to HUMANA Members shall be subject to HUMANA's credentialing process prior to receiving status as a HUMANA Participating Provider. 5.3 PPM represents and warrants that it is authorized to negotiate terms and conditions of physician agreements and further to execute such agreements for and on behalf of PPM Physicians. 5.4 Upon request, PPM agrees to disclose to HUMANA w1thin a reasonable time period not to exceed thirty (30) days, or such lesser period of time required for HUMANA to comply with all applicable state and federal laws, rules and regulations, from such request, all of the terms and conditions of any payment arrangement that constitutes a physician incentive plan as defined by Health Care Financing Administration ("HCFA") and/or any state or federal law, between PPM and PPM Physicians. Such disclosure shall be in the form of a certification, or other form as required by HCFA, by PPM and shall identify, at a minimum: (I) whether services not furnished by the PPM Physician(s) are included; (II) the type of Incentive plan, including the amount, identified as a percentage, of any withhold or bonus; (III) the amount and type of any stop-loss coverage provided for or required of the PPM Physicians and (IV) the PPM Physician(s) patient panel size, broken down by total PPM Physicians panel and individual PPM Physician panel size, by the type of insurance coverage (i.e. Commercial HMO, Medicare HMO and Medicaid HMO). 5.5 PPM shall have, for the term of this Agreement, agreements with licensed providers of medical services that: (I) shall be in writing and on contract forms approved by HUMANA; and (II) shall include terms and conditions which comply with all applicable requirements for provider agreements under state and federal laws, rules and regulations; and (III) shall appoint HUMANA as the PPM's authorized agent for the payment of claims for Covered Services rendered to HUMANA Members submitted by such licensed providers and (IV) shall contain provisions for holding HUMANA harmless from and against any and all disputes between such licensed providers and HUMANA concerning the adjudication and the amount of the payment of the claims to the extent HUMANA relies on PPM's adjudication of such claims submitted for Covered Services rendered to HUMANA Members. In addition, from and after the Effective Date hereof, agreements with independent contractor PPM Physicians shall contain a provision to extend automatically at HUMANA's election the terms of such agreements to HUMANA in the event that this Agreement terminates for any reason for the lesser of the remaining term of such agreements or one (1) year. 4 {PAGE} 5 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 5.6 In the event PPM acquires, through an asset acquisition, merger, consolidation, lease or other means, or enters into a management agreement to manage the practice of physician(s) or physician groups in THE DAYTONA BEACH MARKET, and such practices or groups have in effect an agreement with HUMANA to provide medical services to HUMANA Members on a capitated, percentage of premium or other risk sharing basis at rates which are more favorable to HUMANA than those contained herein, the rates contained herein shall be adjusted to reflect a blended rate by product weighted by the relative number of Members at the newly acquired or managed practice(s); provided, however, such blended rate shall in no event result in an increase in the total funding by HUMANA to PPM hereunder regardless of whether the newly acquired practice's reimbursement from HUMANA is more favorable or not. 5.7 In the event that a PPM Physician is a party to more than one agreement with HUMANA for the provision of medical services to Members, PPM or PPM Physician will be reimbursed for Covered Services by HUMANA under the agreement selected by HUMANA. However, in the event that a physician affiliated with PPM declines participation under this Agreement prior to the execution of this Agreement, to the extent physician is a party to another agreement with HUMANA, reimbursement for the provision of Covered Services to Members shall be in accordance with such other agreement between HUMANA and the physician. 6. LIQUIDATED DAMAGES PPM acknowledges and shall require PPM Physicians to acknowledge that HUMANA has invested and will invest substantial resources including funds, time, effort and goodwill in building a roll of Medicare Members to be treated by PPM Physicians. Therefore, PPM agrees that PPM and PPM Physicians, or any of PPM or PPM Physicians' employees, principals or financially related entities, shall not solicit, persuade, induce, coerce or otherwise cause the disenrollment of any Medicare Member at any time, directly or indirectly. If thirty-five (35) or more Medicare Members assigned to an individual PPM Physician disenroll from HUMANA due to PPM or PPM Physicians' directly or indirectly soliciting, persuading, inducing, coercing or otherwise causing the disenrollment of such Medicare Members to be treated by PPM or any of PPM Physicians or PPM/PPM Physicians' employees, principals or other financially related entity under some other prepaid health care benefit plan other than HUMANA's, PPM shall pay HUMANA the amount of three thousand dollars ($3,000.00) for each disenrolled Medicare Member who is treated by PPM, or any of PPM Physicians, or PPM/PPM 5 {PAGE} 6 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT Physicians' employees, principals or any financially related entity. PPM hereby agrees and shall require PPM Physicians hereby to agree that this amount is not a penalty and constitutes liquidated damages in as much as the actual damages are not and cannot be ascertained at the time of the execution of this Agreement. PPM and PPM Physicians understand that this liquidated damages clause does not apply to or require payment from the Medicare Members under any circumstance. HUMANA agrees with PPM and PPM Physicians that this paragraph shall not be applicable in the case of any Medicare Member who disenrolls and Is treated by a PPM Physician or anyone else on a non-prepaid and non-capitated fee-for-service basis as a private patient. In addition, Medicare Members who were patients prior to PPM Physician's participation as a HUMANA Participating Provider, are excluded from this provision, if the PPM and/or PPM Physician can furnish documentation to HUMANA in the form of a list of his/her patients prior to becoming a HUMANA Participating Provider. PPM and PPM Physicians have the obligation to and agree to notify HUMANA immediately of the name of any Medicare Member or former Medicare Member treated by a PPM Physician or any other person covered by this provision. This paragraph shall survive for twelve (12) months following the termination or expiration of this Agreement regardless of the cause giving rise to termination. 7. POLICIES AND PROCEDURES 7.1 PPM shall require PPM Physicians to agree to abide by all quality assurance, quality improvement, accreditation, risk management, utilization review, credentialing, recredentialing and other administrative policies and procedures established and revised by HUMANA from time to time, and such other administrative policies and procedures as are set out in the Affiliated Provider Manual and/or the Physician's Administration Manual ("Manual") and/or bulletins and manuals that may be promulgated by HUMANA from time to time in order to supplement the Manual, current copies of which hereby are acknowledged as received. PPM shall be notified of any revisions to the policies and procedures and they shall become binding upon PPM and PPM Physicians thirty (30) days after HUMANA has notified PPM. Additionally, HUMANA shall notify PPM of any other revisions to existing policies and procedures, at which time of notice such revisions shall become binding upon PPM and PPM Physicians. Any revisions affecting PPM and/or PPM Physicians shall not be discriminatory and shall apply to all providers similarly situated. PPM Physicians shall notify HUMANA's Pre-Admission Certification department or designated personnel of any inpatient admissions of HUMANA Members as required in the Manual. PPM acknowledges and agrees that 6 {PAGE} 7 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT such notification shall be prior to the inpatient admission(s) of any HUMANA Members not assigned to PPM Primary Care Physicians. 7.2 PPM further agrees, in accordance with the Letter of Agreement to be signed by each PPM Physician, an example of which appears in Attachment H, that PPM and HUMANA may share information, including but not limited to credentialing, recredentialing, quality management and utilization management information as related to the treatment of Members. However, it expressly is understood that the information shall not be shared with anyone other than HUMANA and PPM, unless required by law or pursuant to prior written consent of the PPM Physician involved. 7.3 PPM acknowledges and agrees that a signed Letter of Agreement, (in a form substantially similar to that form attached hereto as Attachment H), for each PPM Physician participating under this Agreement shall be provided to HUMANA prior to execution of this Agreement, and prior to the provision of services to HUMANA Members for those PPM Physicians who join PPM and are approved by HUMANA and agree to participate under this Agreement and/or whose credentialing applications are approved subsequent to execution of this Agreement. Notwithstanding the above, PPM acknowledges and agrees that PPM shall sign the Letter of Agreement on behalf of those PPM Physicians that are employed by PPM, and all other PPM Physicians shall sign a Letter of Agreement on an individual basis. PPM Physicians who do not execute such Letter of Agreement shall not be entitled to participate under this Agreement and will not be listed in HUMANA's provider directories. 7.4 All administrative services, including but not limited to credentialing, recredentialing, utilization management, quality assurance and fiscal services, shall be performed by HUMANA. However, HUMANA in its sole discretion will discuss with PPM, PPM's provision of such services at such time as PPM may demonstrate administrative or information service capabilities acceptable to HUMANA. 8. CREDENTIALING 8.1 All PPM Physicians who will provide medical services to Members hereunder are required to be credentialed, and shall be subject to the credentialing process prior to receiving status as a HUMANA Participating Provider. 8.2 Participation under this Agreement by PPM, and each of its PPM Physicians, is subject to the satisfaction and maintenance, in HUMANA's sole judgment, of all credentialing and recredentialing standards established by HUMANA's credentialing 7 {PAGE} 8 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT and/or medical affairs departments and adopted under the policies and procedures set out in the Manual and other rules and regulations promulgated thereby. PPM and/or PPM Physicians shall provide HUMANA with the information necessary to ensure compliance with this Article 8 at no additional expense to HUMANA and/or any vendor to whom HUMANA at its sole discretion, may delegate the credentialing and/or recredentialing process(es) to. 8.3 HUMANA reserves the right to approve new PPM Physicians and/or, as applicable, other health care providers required to be credentialed, or to terminate or suspend any PPM Physician or, other health care providers required to be credentialed, who will be or is providing care to HUMANA Members, who does not meet or fails to maintain HUMANA's credentialing and/or recredentialing standards. HUMANA agrees to notify PPM of its decision to terminate any PPM Physician or any other PPM health care provider required to be credentialed under HUMANA standards and, except in cases of immediate terminations, PPM shall have fourteen (14) days from such notice to request reconsideration of such decision by HUMANA's Medical Director. However, PPM acknowledges and agrees that HUMANA shall have the final decision on the matter. PPM further acknowledges and agrees and shall require PPM Physicians further to acknowledge and agree that any limitation and/or suspension and/or termination of his/her credentialing or recredentialing status by HUMANA or any one or more of HUMANA's affiliates shall apply uniformly to PPM Physician(s)' credentialing or recredentialing status with HUMANA and all of its affiliates. In the event the limitation, suspension and/or termination is for administrative reasons, HUMANA or any of its affiliates may elect to reject the administrative action of the acting HUMANA entity's determination. 9. LICENSURE/CERTIFICATION 9.1 PPM shall require PPM Physicians, and all employees of PPM and/or PPM Physicians required to be so licensed or certified, to procure and maintain for the term of this Agreement such licensure and/or certification as is required under HUMANA's policies and procedures, under the terms and conditions of this Agreement, in compliance with the provisions in the Manual, and in accordance with all applicable state and federal laws. PPM shall and/or shall require PPM Physicians to notify HUMANA immediately of any changes in licensure or certification status of PPM Physicians, and their employees as applicable. 9.2 PPM represents and warrants that it has obtained and shall maintain any and all licenses, certificates and/or approvals required under Florida and/or federal laws, rules and regulations, for the performance by PPM of its duties and obligations 8 {PAGE} 9 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT under this Agreement. Further, PPM shall maintain a valid Florida Third Party Administrators License during the term of this Agreement, where PPM is required to do so. 10. MEDICAL SERVICES TO BE PROVIDED 10.1 PPM on behalf of itself and PPM Physicians, desires to become a Participating Provider under the terms of this Agreement and agrees to provide and/or arrange. for health care services for Members, in accordance with this Agreement and the applicable Member health benefits contract (hereinafter "Covered Services"). PPM Physicians' responsibilities for providing and/or arranging Covered Services to Members at the locations listed in Attachment C are set forth in the Attachment D. PPM shall provide HUMANA with at least sixty (60) days prior written notice of any proposed changes in the locations or the proposed closing by PPM or PPM Physician(s) of any practice listed in Attachment C and any such change or closing shall be subject to HUMANA's approval, which shall not unreasonably be withheld. Failure to obtain HUMANA's prior approval may result, at HUMANA's sole and complete discretion, in the termination of such PPM Physician(s) and/or office sites from participation under this Agreement. 10.2 In the event PPM and/or PPM Physician(s) dispute what services are covered under the applicable health care benefits plan contract, the Medical Directors of HUMANA and PPM shall make reasonable efforts to resolve such disputes. However, PPM agrees that HUMANA shall have sole and final authority to interpret and determine what services and/or benefits are covered under the applicable health care benefits contract. 11. STANDARDS OF PROFESSIONAL PRACTICE 11.1 PPM agrees to require PPM Physicians to provide Members with medical services which are within the normal scope of PPM Physicians' medical practices. These services shall be made available to Members without discrimination on the basis of health care benefit plan, source of payment, sex, age, race, color, religion, national origin, health status or other handicap, and in the same manner as provided to PPM Physicians' other patients. PPM agrees to require that PPM Physicians provide medical services to Members in accordance with the prevailing practices and standards of the profession. 11.2 PPM understands and agrees and shall require PPM Physicians to agree that HUMANA may deny payment(s) for medical services rendered to Members 9 {PAGE} 10 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT which are, in the opinion of HUMANA, determined not to be medically necessary. "Medically Necessary" (or "Medical Necessity") shall mean services or supplies provided by a hospital, physician or other health care provider, licensed by the appropriate state agency, or as otherwise approved as required, to diagnose or treat a condition, disease, ailment, sickness or bodily injury and which, in the opinion of HUMANA, are: (I) consistent with the symptoms. diagnosis and treatment of such condition, disease, ailment, sickness or bodily injury; (II) appropriate with regard to standards of accepted medical practice; (III) not primarily for the convenience of the patient or the qualified hospital, physician or other health care provider; (IV) the most appropriate and cost-effective supply, setting, or level of service which safely can be provided to the patient and (V) substantiated by the records and documentation maintained by the provider of services. When applied to an inpatient, it further means that the patient's symptoms or condition requires that the services or supplies cannot safely be provided to the patient as an outpatient. Any disputes regarding. Medical Necessity shall be handled in accordance with Section 10.2 of this Agreement. 11.3 HUMANA may authorize payment for Medically Necessary Covered Services for Members based on HUMANA's discretion and in accordance with the applicable Member health care benefits contract. Such services shall be paid for as if authorized by PPM and/or PPM Physicians and in accordance with the applicable payment arrangements outlined herein. In the event HUMANA so authorizes payment for Medically Necessary Covered Services, HUMANA agrees to notify PPM concurrently of such authorization. 12. USE OF PARTICIPATING PROVIDERS 12.1 Except in the case of a medical emergency, PPM shall require PPM Physicians to admit, refer and cooperate with the transfer of Members for Covered Services only to providers designated, specifically approved or under contract with HUMANA. 12.2 In the event that a PPM Physician provides a Member non-covered services or refers a Member to an out-of-network provider without pre-authorization from HUMANA, PPM shall require PPM Physicians prior to the provision of such non covered services or such out-of-network referral, to inform the Member: (I) of the services to be provided or referral to be made; (II) that HUMANA will not pay (or may pay a reduced benefit in the case of HUMANA's point of service (POS) and/or preferred provider organization (PPO) products) or be liable financially for such non covered service or out-of-network referral and (III) that Member will be responsible 10 {PAGE} 11 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT financially for non-covered service(s) and/or out-of-network(s) referral that are requested by the Member. PPM acknowledges and agrees and shall require PPM Physicians to acknowledge and agree that the failure to inform Member(s) in accordance with this Section 12.2 may result in the PPM's and/or PPM Physician's responsibility and financial liability for the cost of such non-covered service(s) and/or out-of-network referral incurred by HUMANA. 13. EQUAL ACCESS PPM agrees and shall require PPM Physician(s) to agree to accept HUMANA Members as patients within the normal scope of PPM Physicians' medical practices. If for any reason, PPM Physician(s), individually and/or collectively, close their practice(s), such closure will apply to all prospective patients without discrimination or regard to payor or source of payment for services. Should PPM Physician(s) subsequently re-open their practices to new patients, PPM agrees and shall require PPM Physician(s) to agree to accept HUMANA Members as patients are accepted to the same extent non-HUMANA patients seeking PPM Physician(s)' services. Notwithstanding the above, any such closure of an PPM Physician(s)' practice to new patients is subject to the limitation outlined in Section 10.1 and Attachment D of this Agreement. 14. PPM PHYSICIAN FACILITIES PPM Physicians will establish and maintain regular business hours for the provision of services to HUMANA Members. In establishing business hours, PPM and PPM Physicians shall take into consideration the number and type of Members assigned to and/or receiving services at the office site. The business hours established by PPM and PPM Physicians are noted in Attachment C of this Agreement. This does not relieve PPM Physicians of their obligation to provide medical coverage for Members twenty-four (24) hours a day, seven (7) days a week. 15. SOFTWARE USE PPM and/or PPM Physicians may use certain software as may be identified by HUMANA that is licensed to HUMANA and/or its subsidiaries, parent and/or affiliates. Such use is conditioned upon PPM and PPM Physicians' strict compliance with the HUMANA Security Guidelines, and upon use solely as indicated by HUMANA, and treatment of the software as confidential property of HUMANA's licensor and not subject to disclosure to third parties without the prior written consent of HUMANA. Such prohibition on disclosure shall not apply to disclosures 11 {PAGE} 12 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT to PPM's and/or PPM Physicians' employees provided the disclosure reasonably is necessary to use the software, and provided PPM and PPM Physicians take all reasonable steps to ensure the software is not duplicated or disclosed to third parties. If PPM and/or PPM Physicians become aware of an unauthorized use, duplication or disclosure, PPM and/or PPM Physicians shall, provide full details to HUMANA promptly and take all reasonable steps to prevent any such recurrence. Upon request by HUMANA, PPM and/or PPM Physicians shall return to HUMANA all copies of the software, purge all machine readable media relating to such software and certify to HUMANA that the foregoing duties have been performed. These obligations of confidentiality, non-disclosure, non. reproduction and return of material shall survive any termination or expiration of this Agreement. 16. PPM AND PPM PHYSICIANS INSURANCE 16.1 At all times, PPM will maintain and will require each PPM Physician to maintain, at no expense to HUMANA, such policies of comprehensive general liability, professional liability and workers' compensation coverage, with such carriers and in such amounts as HUMANA reasonably may approve, insuring PPM and each PPM Physician, their officers, directors, members, employees, agents and subcontractors (as applicable), against any claim or claims for damages arising as a result of injury to property or person including death, occasioned directly or indirectly, in connection with the performance of medical services contemplated by this Agreement and/or the maintenance of PPM and/or PPM Physicians' facilities and equipment. Prior to execution of this Agreement, and at any time subsequently upon request, PPM and PPM Physicians shall provide HUMANA with evidence of said coverage, of which minimum professional liability coverage for PPM shall be five million dollars ($5,000,000.00) and for each PPM Physician shall be one million dollars ($1,000,000.00) per occurrence/three million dollars ($3,000,000.00) in the aggregate, or such amount as required by state law, whichever is greater. PPM shall provide and/or shall require PPM Physicians to provide, or shall require the carrier(s) to provide, HUMANA with ten (10) days prior written notice of any suspensions, cancellations of, or modifications in the coverage. This clause shall survive the expiration and/or termination of this Agreement, regardless of the cause, for a period of time not less than the applicable Statute of Limitations in this State. 16.2 PPM agrees to cooperate with HUMANA in assuring that any stop-loss coverage required by law is made available. PPM agrees and shall require PPM Physicians to agree that compensation received from HUMANA shall be adjusted by the cost of any stop-loss coverage which HUMANA may be required by law to provide. 12 {PAGE} 13 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 17. HUMANA INSURANCE At all times, HUMANA will maintain such policies of comprehensive general liability insurance and other insurance or self insurance, as shall be necessary to insure HUMANA against any claim or claims for damages arising in connection with the performance of HUMANA's responsibilities under this Agreement. If requested by PPM, HUMANA shall provide PPM evidence of such coverage upon execution of this Agreement and thereafter at reasonable intervals as requested by PPM during the term of this Agreement. This clause shall survive for a period of time not less than the applicable Statute of Limitations in this state. 18. MEDICAL RECORDS 18.1 PPM shall require PPM Physicians to prepare, maintain and retain records relating to Members in such form and for such time periods as required by applicable state and federal laws, licensing, accreditation and reimbursement rules and regulations to which HUMANA is subject, and in accordance with accepted medical practice and HUMANA standards. HUMANA, pursuant to authorization of the Member signed at time of enrollment during the application process, the sufficiency of which hereby is acknowledged, or any federal or state regulatory agency, as permitted by law, may obtain, copy and have access, upon reasonable request, to any medical, administrative or financial record of PPM and/or PPM Physicians related to Covered Services provided by PPM Physicians to any HUMANA Member. Copies of such records shall be at no additional cost to HUMANA or the Member. 18.2 Upon request from Humana or a Member, PPM agrees and shall require PPM Physicians to agree to transfer the complete original or a complete acceptable copy of the medical records of any Member to another physician or provider for any reason, including termination of this Agreement. The transfer of medical records shall be at no cost to either HUMANA or the Member and shall be made within a reasonable time following the request but in no event less than five (5) business days except in cases of emergency. PPM agrees and shall require PPM Physicians to agree that such: timely transfer of medical records is necessary to ensure the continuity of care for Members. PPM agrees to pay court costs and/or legal fees necessary for HUMANA to enforce the terms of this provision. 13 {PAGE} 14 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 18.3 PPM, PPM Physicians and HUMANA agree to maintain the confidentiality of information contained in the medical records of Members. 18.4 This Article 18 shall survive termination of this Agreement, regardless of the cause for such termination. 19. MALPRACTICE CLAIMS PPM shall require PPM Physicians to notify HUMANA in writing within forty-eight (48) hours or such lesser period of time as required by the applicable statute of this State of any Member claim alleging malpractice or the occurrence of any indent involving a Member which may result in legal action. 20. GRIEVANCE AND APPEALS PROCESS PPM agrees and shall require PPM Physicians to agree to cooperate and participate with HUMANA in its grievance and appeals processes to resolve disputes which may arise between HUMANA and PPM/PPM Physicians and/or HUMANA and it Members. PPM shall comply and shall require PPM Physicians to comply with all final determinations made through the grievance and appeals processes. 21. USE OF PPM AND PPM PHYSICIANS' NAME 21.1 HUMANA shall have the right to include the following information in any and all marketing and administrative materials it distributes: PPM and PPM Physicians' names, telephone numbers, addresses, hours of operation and types of practices or specialties, and the names of all physicians and physician extenders providing care at PPM Physicians' facilities. HUMANA shall provide PPM with copies of any such administrative or marketing materials upon request. 21.2 Neither party shall advertise nor utilize any marketing materials, logos, trade names, service marks or other materials belonging to the other party without its prior written consent. Neither party shall acquire any right or title in or to the marketing materials, logos, trade names, service marks or other materials of the other. 21.3 PPM agrees and shall require PPM Physicians to agree to: (I) allow HUMANA to place HUMANA signage and/or brochures, excluding any applications, in PPM Physicians' offices; (II) mail an announcement of PPM and PPM Physicians new affiliation with HUMANA to their patients; (III) furnish HUMANA with a complete 14 {PAGE} 15 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT list of the names and addresses of PPM's or PPM Physicians' patients in the event PPM or PPM Physicians provide such patient list to another payor and (IV) cooperate on a regular basis, to the extent permitted under applicable state and federal laws, rules and regulations, in joint marketing activities. PPM acknowledges and agrees and shall require PPM Physicians to acknowledge and agree that any communications between PPM and/or PPM Physicians and Medicare Members which describe any HUMANA Medicare product in any way requires the prior written approval of HUMANA and HCFA. 22. PAYMENT ARRANGEMENT 22.1 HUMANA shall pay PPM or PPM Physicians, as applicable, in accordance with the PPM and PPM Physician Reimbursement described in Attachment E. PPM shall collect or shall require PPM Physicians to collect the payments owed by Members pursuant to their health benefits contract, including but not limited to copayments, deductibles, coinsurance and/or cost-share amounts (hereinafter referred to as 'Copayments")required directly from the Member, and shall not waive, discount or rebate any such Copayment. The payment from HUMANA, plus any Copayments due from Members, shall be accepted by PPM and at PPM's direction by PPM Physicians as payment in full for all Covered Services. 22.2 HUMANA shall have the right to conduct, or have conducted by a third party, audits and evaluations from time to time of all billing and financial records of PPM and/or PPM Physicians related to medical services provided to HUMANA Members. PPM shall allow HUMANA or its designee access to PPM's billing and financial records and those of PPM Physicians to conduct the audits and evaluations. 22.3 Notwithstanding anything to the contrary identified herein, PPM or PPM Physicians, as applicable, have the right to dispute reimbursement of a claim for a period of up to six (6) months from the date such claim was paid by HUMANA or the end of the final Accounting Period, as defined in Attachment E of this Agreement, whichever is less. In the event of such a dispute, the parties agree to work toward a mutually agreeable resolution of such dispute. PPM shall provide at a minimum the following information if the PPM or a PPM Physician contests the payment of a claim as set out herein: Member name and identification number, date of service, relationship of the Member-patient to the Member who completed the application for health care benefits coverage with HUMANA, claim number, name of the provider of medical services, charge amount, payment amount, the allegedly correct payment amount, difference between the amount paid and the allegedly correct payment amount and a brief explanation of the basis for the contestation. HUMANA 15 {PAGE} 16 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT will review such contestation(s) and respond to PPM within sixty (60) days of the date of receipt by HUMANA of such contestation. The parties acknowledge and agree that HUMANA's decision on the matter will be final. Failure to contest the amount of any claim paid hereunder within the time specified above shall result in the waiver of PPM's and PPM Physicians', where applicable, right to contest such claims amount distributed. 22.4 PPM agrees and shall require PPM Physicians to agree to accept as payment in full for Covered Services provided to Members not assigned to a PPM Physician and who receive Covered Services from a PPM Physician(s) the reimbursements outlined in Attachment E of the Agreement. Further, in the event that Members assigned to PPM Physicians receive services and/or treatment at another facility or from another physician or health care provider, payment for such services and/or treatment shall be in accordance with the contracted rates with such other facility, physician or other health care provider, to the extent such a contract exists between HUMANA and such other facility, physician or other health care provider. 22.5 Further, PPM acknowledges and agrees and shall require PPM Physicians to acknowledge and agree that HUMANA may deny payment of medical services rendered to Members, which are determined not to be Medically Necessary by HUMANA. PPM agrees and shall require PPM Physicians to agree that in the event of a denial of payment for services rendered to Members that are determined not to be Medically Necessary, PPM shall not and shall require PPM Physicians to agree not to bill, charge, seek payment or have any recourse against Members or persons other than HUMANA acting on their behalf for medical services provided pursuant to this Agreement. 23. BILLING/ENCOUNTER PROCEDURES 23.1 PPM shall and/or shall require PPM Physicians to prepare and submit to HUMANA, according to billing procedures established by HUMANA, billing and/or encounter information for Members who have received Covered Services. PPM shall require PPM Physicians to use the standard billing and encounter forms required or agreed to by HUMANA. 23.2 PPM shall require PPM Physicians and PPM affiliated health care providers to submit all claims and encounters to HUMANA electronically by means available and accepted as industry standards that are mutually agreeable, which may include claims clearinghouses, or IMS-Medacom, or other technology that is mutually 16 {PAGE} 17 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT agreed upon by HUMANA and PPM, and in accordance with published HUMANA claims policies, procedures and guidelines on the earlier of the Effective Date of this Agreement or six (6) months following execution of this Agreement. Should PPM and/or PPM. Physicians be unable to submit claims electronically upon execution of this Agreement, PPM and/or PPM Physicians shall make such arrangements as may be necessary, at their sole expense, to do so within six (6) months from the date of execution of this Agreement. For purposes of this Agreement, "claims" shall be defined as notification to an insurance or managed health care company that payment of an amount is due under the terms of this Agreement and in accordance with the applicable Member health benefits contract. 23.3 Should PPM and/or PPM Physicians fail to comply with the terms of Section 23.2 above, HUMANA may, at its sole discretion pend payment of monies to PPM and/or PPM Physicians until completed claims are submitted electronically. In no event will HUMANA's Members be responsible for monies in addition to those Copayments due under the applicable Member health care benefits contract. 23.4 PPM agrees and shall require PPM Physicians to agree to submit all fee-for service claims eligible for reimbursement as provided under this Agreement within sixty (60) days from the date of service. HUMANA may, at its sole discretion, deny payment for any such fee-for-service claim(s) received after sixty (60) days from the date of service. PPM acknowledges and agrees and shall require PPM Physicians to acknowledge and agree that at no time shall HUMANA's Members be responsible for any payments in addition to applicable Copayments for Covered Services provided to such Members. In the event the penalty described herein is effected, the Member's Copayment, if any, shall be adjusted accordingly. 23.5 In the event that PPM or PPM Physician(s), as applicable, are reimbursed for Covered Services on a capitated basis, and no claims for services are submitted to HUMANA at the time of service, PPM agrees and shall require PPM Physicians to agree to provide HUMANA accurate and complete information ("Encounter Data") regarding the provision of Covered Services for Members in a form mutually to be agreed upon by both parties. Encounter Data shall include at a minimum Member identification and demographic information, PPM and/or PPM Physician tax identification number, date of service, all applicable CPT-4 and ICD-9 codes, and where applicable billed charges. 23.6 PPM acknowledges and agrees, and shall require PPM Physicians to acknowledge and agree, that such Encounter Data shall be provided to HUMANA on a monthly basis on or before the last day of each month for encounters occurring 17 {PAGE} 18 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT in the immediately preceding month. In the event PPM and/or PPM Physicians fail to provide, or arrange for the provision of, the Encounter Data by the date specified above, and upon HUMANA's notice to PPM of such failure, PPM shall have thirty (30) days from the date of said notice to develop a corrective action plan acceptable to HUMANA to insure compliance with the timely submission of the Encounter Data. In the event the corrective action plan is unacceptable to HUMANA, or the plan fails to correct the problem within sixty (60) days of implementation of the corrective action plan, HUMANA, at its sole discretion, may: (I) withhold PPM's and/or PPM Physicians', as applicable, subsequent payments or (II) pend such payments until such Encounter Data is submitted to HUMANA in an acceptable form, or (111) terminate this Agreement upon at least sixty (60) days written notice to PPM. 23.7 PPM shall and shall require all PPM Physicians to use the most current procedural technology (CPT) codes on all forms. PPM and/or PPM Physicians will abide by all CPT code rules and guidelines that are applicable (including inclusive procedure codes). 23.8 HUMANA will deduct from payments to PPM or PPM Physician(s), as applicable, the cost of any non-covered service and Copayment amounts required by the applicable HUMANA Member health benefits contract. Amounts deducted for non-covered services and Copayments will be determined on the basis of the applicable Member health benefits contract. 24. OFF-SET 24.1 PPM shall be notified in writing by HUMANA of any monies PPM or PPM Physician(s) may owe HUMANA, for any reason, and PPM shall have thirty (30) days from receipt of such notification to refund monies owed to HUMANA. If there is a dispute as to monies owed to HUMANA, PPM shall provide a written response to HUMANA outlining the specific nature of such dispute within such thirty (30) day notice period. Notwithstanding the above, PPM authorizes and shall require PPM Physician(s) to authorize HUMANA to deduct monies that otherwise may be due and payable to HUMANA from any outstanding Monies that HUMANA, for any reason, may owe to PPM or PPM Physician(s), as applicable. 24.2 PPM agrees that HUMANA may make retroactive adjustments to the payment and funding arrangement(s) outlined in the enclosed attachments for changes in enrollment and other business reasons including but not limited to claims payment errors, data entry errors, capitation errors and incorrectly submitted claims. 18 {PAGE} 19 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 25. PPM GUARANTEE PPM shall provide Humana with a payment and performance bond ("Performance Bond") initially in the amount of two million dollars ($2,000,000.00) ("Performance Bond Amount"), a copy of which shall be attached hereto and incorporated herein as Attachment J. The Performance Bond Amount shall be reviewed quarterly and may be adjusted with Humana's reasonable approval. In the event the Performance Bond Amount is to be increased or decreased as a result of the review described above, PPM shall cause to be issued a new or amended Performance Bond to Humana for its written approval. The then current Performance Bond shall not expire until such new or amended Performance Bond is delivered to Humana and Humana has issued its written approval. In the event that the amount of the Performance Bond is not increased by PPM, Humana may immediately draw down the entire amount, or balance thereof, of the Performance Bond. In addition, such failure to increase the amount of the Performance Bond shall constitute a default by PPM under this Agreement, and Humana may thereafter terminate this Agreement effective upon the earlier of the expiration date of the Performance Bond or thirty (30) days notice to PPM, and hold all proceeds of the Performance Bond until completion of the final settlement under the terms of this Agreement. Each Performance Bond, and any payment instructions contained therein, shall be In form and substance satisfactory to Humana and in Humana's name, shall be issued for a definite term of not less than one (1) year, shall be irrevocable without no less than ninety (90) days prior written notice to HUMANA from the issuer, shall be issued by a company acceptable to Humana, and shall be payable at sight and on demand after the date of issue when accompanied by a written statement signed by an authorized representative of Humana in the form described in the Performance Bond. In the event Humana has received from the issuer notice of non-renewal or cancellation of the Performance Bond, PPM shall have seven (7) business days to obtain a renewal or a replacement Performance Bond issued in accordance with the terms hereof. In the event that a renewed or replacement Performance Bond is not provided by PPM to Humana within such time period, Humana may immediately draw down the entire amount, or balance thereof, of the Performance Bond. In addition, such failure to renew or replace the bond shall constitute a default by PPM under this Agreement, and Humana may thereafter draw down on the bond in the 19 {PAGE} 20 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT Performance Bond Amount, terminate this Agreement effective upon the earlier of the expiration date of the Performance Bond or thirty (30) days notice to PPM, and hold all proceeds of the bond drawn upon until completion of the final settlement under the terms of this Agreement. In the event Humana at any time request and receives payment under the Performance Bond, PPM shall, within seven (7) business days of the making of such payment by the issuer, replenish the bond drawn upon by an amount equal to the amount of the payment. In the event that the bond is not replenished or replaced in such amount within such time period, Humana may immediately draw down the balance of the Performance Bond. In addition, such failure to replenish the Performance Bond shall constitute a default by PPM under this Agreement, and Humana may thereafter draw down on the Performance Bond Amount, terminate this Agreement effective upon the earlier of the expiration date of the Performance Bond or thirty (30) days following the end of the seven (7) business day period described above, and hold all proceeds of the bond until completion of the final settlement under the terms of this Agreement. If at any time Humana reasonably determines based upon results of the PPM's operations that the total financial deficits attributable to PPM under this Agreement exceeds the Performance Bond Amount, Humana shall give written notice to PPM of such deficits, together with its calculations thereof, and PPM shall have ten (10) business days following such notice to increase the Performance Bond Amount by an amount equal to the amount of the deficit which is in excess of the Performance Bond Amount. In the event PPM does not increase the Performance Bond by such amount within the ten (10) business day period described above, such failure shall constitute a default by PPM under this Agreement, and Humana may draw upon the entire amount of the Performance Bond and thereafter may terminate this Agreement effective upon the earlier of the expiration date of the Performance Bond or upon thirty (30) days written notice of termination to PPM, and hold all proceeds of the Performance Bond until completion of the final settlement under the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, Humana may upon written notice to PPM upon the failure of PPM to provide a Performance Bond, or replacement or amendment thereof, or to replenish a drawn upon Performance Bond, as required under this Agreement, and without prejudice to any other rights of Humana stated herein, offset any part or all of PPM's payments from Humana under the terms of this Agreement up to the Performance Bond Amount. 20 {PAGE} 21 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 26. COORDINATION OF BENEFITS/RECOVERY RIGHTS 26.1 Payment for Covered Services provided to each Member are subject to reimbursement, or subrogation with other benefits payable or paid to or on behalf of the Member, and to HUMANA's rights of recovery in third party liability situations. PPM agrees and/or shall require PPM Physicians to agree to accept any HUMANA capitation or other payment amounts due under this Agreement, plus any Copayments due from Member, as payment in full for all Covered Services provided to Members, and PPM hereby assigns and ' shall require PPM Physicians to assign to HUMANA all PPM's and/or PPM Physicians' recovery, reimbursement or subrogation rights along with other benefits that may be payable with respect to a Member. 26.2 In cases where a Member has coverage, other than with HUMANA, which requires or permits coordination of benefits from a third party payor in addition to HUMANA, HUMANA will coordinate its benefits with such other payor(s). HUMANA will pay the lesser of: (I) the amount due under this 422350	Humana Humana Inc. ( Accident & Health Insurance ) As referenced in this Physician Practice Management Participation Agreement: HUMANA, INC – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}12 {FILENAME}g70626ex10-22.txt {DESCRIPTION}PHYSICIAN AGREEMENT - METCARE & HUMANA, INC . {TEXT} {PAGE} 1 EXHIBIT 10.22 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT 1. PARTIES This Physician Practice Management Participation Agreement ("Agreement") is made and entered into by and between: a. _____________ Humana, Inc – pursuant to Article 8. HUMANA PPM By:____________________________ By:______________________________ Print Name:____________________ Print Name:______________________ Title:_________________________ Title:___________________________ Date:__________________________ Date:____________________________ Address for Notice: Address for Notice: Humana, Inc . MetCare of Florida, Inc. 780 West Granada Blvd. 5100 Town Center Cr., #560 Ormond Beach, FL 32174 Boca Raton, FL 33486 COPY TO: Humana Inc. 500 West Main Street _____________ Humana Inc – for Notice: Address for Notice: Humana, Inc. MetCare of Florida, Inc. 780 West Granada Blvd. 5100 Town Center Cr., #560 Ormond Beach, FL 32174 Boca Raton, FL 33486 COPY TO: Humana Inc . 500 West Main Street Louisville, KY 40201 Att.: Law Department 31 {PAGE} 32 PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT LIST OF ATTACHMENTS A. Ownership Disclosure Form B. PPM Product Participation _____________ HUMANA, inc – to abide by all of the terms and conditions set forth in the Agreement, and to abide by HUMANA policies and procedures established and revised from time to time by HUMANA, inc luding but not limited quality assurance, quality improvement, risk management, utilization management, credentialing and recredentialing and grievances/appeals. PPM Physician unconditionally authorizes HUMANA and PPM to share Information, including but _____________ HUMANA inc – required by law or pursuant to prior written consent of PPM Physician. PPM Physician acknowledges that PPM Physician has been provided an opportunity to read the Agreement between PPM and HUMANA inc luding but not limited to the Liquidated Damages, Member Hold Harmless, Payment and the Non-Compete provisions, all herein incorporated. Further, PPM Physician acknowledges and agrees to comply with all _____________ dt 1468798 ;	MHN Metropolitan Health Networks Inc. ( Healthcare Facilities )
Preview Full Doc	2006	Fund Participation Agreement Fund Participation Agreement (48K) Doc #1033037: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT This Agreement dated as of the 2^nd day of May 2005 is made by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, and Gartmore Distribution Services, Inc., which services as distributor, to the Gartmore Variable Insurance Trust (the ï¿½Trustï¿½) with respect to its series of shares of beneficial interest (each, a ï¿½Fund,ï¿½ and collectively, the ï¿½Fundsï¿½). In this Agreement, Gartmore Mutual Fund Capital Trust and Gartmore Distribution Services, Inc. . . . 1033037	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Fund Participation Agreement: Nationwide Financial Services, Inc – FUND PARTICIPATION AGREEMENT BETWEEN NFS, GMFCT & GDSI Exhibit 10.38 FUND PARTICIPATION AGREEMENT This Agreement dated as of the 2nd day of May 2005 is made by and among Nationwide Financial Services, Inc . (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, and Gartmore Distribution Services, Inc., which services as distributor, to _____________ Nationwide Financial Services, Inc – of beneficial interest (each, a Fund, and collectively, the Funds). In this Agreement, Gartmore Mutual Fund Capital Trust and Gartmore Distribution Services, Inc. are collectively referred to as Gartmore. WHEREAS, Nationwide Financial Services, Inc . (NFS) or a subsidiary or affiliate thereof (collectively referred to as NFS Affiliate/Subsidiary) provides administrative and/or recordkeeping services to variable contracts, which may include, but are not _____________ NATIONWIDE FINANCIAL SERVICES, INC – and it may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. NATIONWIDE FINANCIAL SERVICES, INC . GARTMORE MUTUAL FUND CAPITAL TRUST /s/ Karen R. Colvin /s/ Gerald J. Holland By: Karen R. Colvin By: Gerald J. Holland Title: Product Officr Title: Senior Vice President GARTMORE _____________ dt 1383977
Preview Full Doc	2000	Contribution and Participation Agreement Contribution and Participation Agreement (92K) Doc #1607093: Click preview link for longer preview. CONTRIBUTION AND PARTICIPATION AGREEMENT DATED AS OF OCTOBER 19, 2000 AMONG SII ACQUISITION, INC., THE INVESTOR STOCKHOLDER LISTED HEREIN AND THE CONTINUING HOLDERS LISTED HEREIN <PAGE> 2 TABLE OF CONTENTS <TABLE> <CAPTION> PAGE . . . 1607093	Berkshire Berkshire Hathaway Inc. ( Property & Casualty Insurance ) As referenced in this Contribution and Participation Agreement: Berkshire Hathaway Inc – parties hereto have caused this Agreement to be duly executed as of the day and year first above written. SII Acquisition, Inc. By: /s/ MARC D. HAMBURG -------------------------------------- Its: Vice President -------------------------------------- Berkshire Hathaway Inc . By: /s/ MARC D. HAMBURG -------------------------------------- Its: Vice President -------------------------------------- /s/ ROBERT E. SHAW -------------------------------------- Robert E. Shaw Robert E. Shaw, L.P. By: /s/ ROBERT E. SHAW -------------------------------------- Its: General Partner -------------------------------------- /s/ _____________ Berkshire Hathaway Inc – JR. -------------------------------------- Julius C. Shaw, Jr. 19 22 SCHEDULE A INVESTOR STOCKHOLDER NUMBER OF SHARES OF NAME CASH CONTRIBUTION COMPANY SHARES SII COMMON STOCK ---- ----------------- -------------- ------------------- Berkshire Hathaway Inc ................... $2,016,686,315 2,194,200 108,335,585 23 SCHEDULE B CONTINUING HOLDERS FAMILY GROUP STOCKHOLDERS NUMBER OF SHARES OF SII COMMON STOCK --------------------------- _____________ dt 1866307 ; Shaw Industries Shaw Industries Inc ;	Powell Goldstein Powell, Goldstein, Frazer & Murphy LLP ( Legal ) As referenced in this Contribution and Participation Agreement: Powell, Goldstein – the Custodian on behalf of such Continuing Holder and held by the Custodian pursuant to the Custody Agreement. Section 2.3 Closing. The Closing shall occur at the offices of Powell, Goldstein , Frazer & Murphy LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303, at such time and date determined by SII that is within two (2) business days following _____________ dt 1507700
Preview Full Doc	2006	Fund Participation Agreement Fund Participation Agreement (38K) Doc #2265151: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT THIS AGREEMENT is entered into as of this ____day of ___, 2006 among NATIONWIDE FINANCIAL SERVICES, INC. on behalf of its subsidiary life insurance companies listed on Attachment B (collectively "Nationwide"), and certain of its separate accounts; GARTMORE SA CAPITAL TRUST ( "Gartmore"), on its own behalf and on behalf of Gartmore Variable Insurance Trust ; AMERICAN FUNDS INSURANCE SERIES ("Series"), an open-end management investment company organized under the laws of the Commonwealth of . . . 2265151	Gartmore Variable Insurance Trust Gartmore Variable Insurance Trust ;	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Fund Participation Agreement: NATIONWIDE FINANCIAL SERVICES, INC – H11 {SEQUENCE}3 {FILENAME}ex-h11.txt {TEXT} Exhibit No. EX-99(h)(11) FUND PARTICIPATION AGREEMENT THIS AGREEMENT is entered into as of this ____day of ___, 2006 among NATIONWIDE FINANCIAL SERVICES, INC . on behalf of its subsidiary life insurance companies listed on Attachment B (collectively "Nationwide"), and certain of its separate accounts; GARTMORE SA CAPITAL TRUST ( "Gartmore"), on its own behalf _____________ NATIONWIDE FINANCIAL SERVICES, INC – same agreement. {PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested as of the date first above written. {TABLE} {CAPTION} {S} {C} NATIONWIDE FINANCIAL SERVICES, INC . (on behalf of itself and each Account) Attest: By: _______________________________ ___________________________ Its: GARTMORE SA CAPITAL TRUST (on behalf of itself and the Trust) Attest: By: _______________________________ ___________________________ Its: AMERICAN _____________ dt 1652167
Preview Full Doc	2006	Fund Participation Agreement Fund Participation Agreement (59K) Doc #2265203: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT This Agreement dated as of the 2nd day of May 2005 is made by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, and Gartmore Distribution Services, Inc., which services as distributor, to the Gartmore Variable Insurance Trust (the "Trust") with respect to its series of shares of beneficial interest (each, a "Fund," and collectively, the "Funds"). In this Agreement, Gartmore . . . 2265203	Gartmore Variable Insurance Trust Gartmore Variable Insurance Trust ;	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Fund Participation Agreement: Nationwide Financial Services, Inc – exh99-23h8.txt {TEXT} Exhibit No. EX-99.23(h)(8) FUND PARTICIPATION AGREEMENT This Agreement dated as of the 2nd day of May 2005 is made by and among Nationwide Financial Services, Inc . (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, and Gartmore Distribution Services, Inc., which services as distributor, to _____________ Nationwide Financial Services, Inc – of beneficial interest (each, a "Fund," and collectively, the "Funds"). In this Agreement, Gartmore Mutual Fund Capital Trust and Gartmore Distribution Services, Inc. are collectively referred to as "Gartmore." WHEREAS, Nationwide Financial Services, Inc . ("NFS") or a subsidiary or affiliate thereof (collectively referred to as "NFS Affiliate/Subsidiary") provides administrative and/or recordkeeping services to variable contracts, which may include, but are not _____________ NATIONWIDE FINANCIAL SERVICES, INC – and it may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. NATIONWIDE FINANCIAL SERVICES, INC . GARTMORE MUTUAL FUND CAPITAL TRUST By: /s/ Karen R. Colvin By: /s/ Gerald J. Holland ---------------------------- ---------------------------- Name: Karen R. Colvin Name: Gerald J. Holland Title: Product Officer Title: Senior Vice _____________ dt 1652168
Preview Full Doc	2002	Participation Agreement Participation Agreement (53K) Doc #2334758: Click preview link for longer preview. PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this __ day of February, 2002, by and between MFS FUND DISTRIBUTORS, INC., a Delaware corporation ("MFS"), and American International Life Assurance Company of New York, a New York corporation (the "Company"), on its own behalf and on behalf of each of the segregated asset accounts of the Company listed in Schedule B (the "Account" or the "Accounts"); WHEREAS, each of the funds which comprise the MFS Family of Funds (certain of which may . . . 2334758	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Participation Agreement: American International Group, Inc – of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Company: American International Group, Inc . 80 Pine Street, 13th Floor New York, NY 10005 Attn: Robert Goldbloom, Pensions Department If to MFS: MFS Fund Distributors, Inc. c/o Massachusetts Financial Services Company 500 Boylston _____________ dt 1483373 ;	Variable Account a American Intl Life Assur Co of New York Variable Account a American Intl Life Assur Co of New York
Preview Full Doc	2002	Participation Agreement Participation Agreement (53K) Doc #2334966: Click preview link for longer preview. PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this __ day of February, 2002, by and between MFS FUND DISTRIBUTORS, INC., a Delaware corporation ("MFS"), and AIG Life Insurance Company, a Delaware corporation (the "Company"), on its own behalf and on behalf of each of the segregated asset accounts of the Company listed in Schedule B (the "Account" or the "Accounts"); WHEREAS, each of the funds which comprise the MFS Family of Funds (certain of which may from time to time be . . . 2334966	AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Participation Agreement: American International Group, Inc – of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Company: American International Group, Inc . 80 Pine Street, 13th Floor New York, NY 10005 Attn: Robert Goldbloom, Pensions Department If to MFS: MFS Fund Distributors, Inc. c/o Massachusetts Financial Services Company 500 Boylston _____________ dt 1483374 ;	Variable Account I of AIG Life INS Variable Account I of AIG Life INS Co
Preview Full Doc	2006	Participation Agreement Participation Agreement (61K) Doc #2347915: Click preview link for longer preview. PARTICIPATION AGREEMENT AMONG METROPOLITAN SERIES FUND, INC., METLIFE ADVISERS, LLC, METROPOLITAN LIFE INSURANCE COMPANY, THE TRAVELERS INSURANCE COMPANY AND THE TRAVELERS LIFE AND ANNUITY COMPANY -------------------------------------------------------------------------------- This AGREEMENT is made and entered into as of the 1st day of November, 2005 by and among . . . 2347915	MetLife of Ct Fund Ul for Variable Life Isnraunce MetLife of Ct Fund Ul for Variable Life Isnraunce ;	MetLife MetLife, Inc. ( Life Insurance ) As referenced in this Participation Agreement: MetLife, Inc – to the Adviser: 501 Boylston Street Boston, Massachusetts 02116 Attention: Thomas M. Lenz, Secretary 16 {PAGE} If to the Company: The Travelers Insurance Company The Travelers Life and Annuity Company MetLife, Inc . 501 Boylston Street Boston, MA 02116 Attention: Hugh C. McHaffie, Senior Vice President If to the Underwriter: Metropolitan Life Insurance Company 501 Boylston Street Boston, Massachusetts 02116 Attention: Michael _____________ dt 1562148
Preview Full Doc	2006	Participation Agreement Participation Agreement (62K) Doc #2347917: Click preview link for longer preview. PARTICIPATION AGREEMENT AMONG MET INVESTORS SERIES TRUST, MET INVESTORS ADVISORY, LLC, METLIFE INVESTORS DISTRIBUTION COMPANY, THE TRAVELERS INSURANCE COMPANY AND THE TRAVELERS LIFE AND ANNUITY COMPANY -------------------------------------------------------------------------------- This AGREEMENT is made and entered into as of the 1st day of November, 2005, by and . . . 2347917	MetLife of Ct Fund Ul for Variable Life Isnraunce MetLife of Ct Fund Ul for Variable Life Isnraunce ;	MetLife MetLife, Inc. ( Life Insurance ) As referenced in this Participation Agreement: MetLife, Inc – Adviser: 5 Park Plaza, Suite 1900 Irvine, CA 92614 Attention: Elizabeth M. Forget, President 16 {PAGE} If to the Company: The Travelers Insurance Company The Travelers Life and Annuity Company MetLife, Inc . One MetLife Plaza, 27-01 Queens Plaza North Long Island City, NY 11101 Attention: General Counsel, Legal Affairs If to the Underwriter: 5 Park Plaza, Suite 1900 Irvine, CA _____________ dt 1562149
Preview Full Doc	2005	Fund Participation Agreement Fund Participation Agreement (64K) Doc #2440189: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT This Agreement dated as of the 15^th day of November, 2004 is made by and among Nationwide Financial Services, Inc., on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively ï¿½Nationwideï¿½) and the current and any future Nationwide separate accounts as applicable (ï¿½Variable Accountsï¿½), and Wells Fargo Funds Management, LLC (ï¿½Adviserï¿½) and Stephens, Inc. (ï¿½Distributorï¿½) (collectively ï¿½the Companyï¿½) that serve as adviser and distributor, respectively, to the Wells Fargo Variable Trust (the ï¿½Trustï¿½). RECITALS . . . 2440189	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Fund Participation Agreement: Nationwide Financial Services, Inc – Participation Agreement Nationwide Financial Services, Inc . and Stephens, Inc. EX-99.B(H)(5)(XI) 16 dex99bh5xi.htm PARTICIPATION AGREEMENT NATIONWIDE FINANCIAL SERVICES, INC. AND STEPHENS, INC. EX-99.B(h)(5)(xi) FUND PARTICIPATION _____________ NATIONWIDE FINANCIAL SERVICES, INC – Participation Agreement Nationwide Financial Services, Inc. and Stephens, Inc. EX-99.B(H)(5)(XI) 16 dex99bh5xi.htm PARTICIPATION AGREEMENT NATIONWIDE FINANCIAL SERVICES, INC . AND STEPHENS, INC. EX-99.B(h)(5)(xi) FUND PARTICIPATION AGREEMENT This Agreement dated as of the 15th day of November, 2004 is made by and among Nationwide _____________ Nationwide Financial Services, Inc – SERVICES, INC. AND STEPHENS, INC. EX-99.B(h)(5)(xi) FUND PARTICIPATION AGREEMENT This Agreement dated as of the 15th day of November, 2004 is made by and among Nationwide Financial Services, Inc ., on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively Nationwide) and the current and any future Nationwide separate accounts as applicable (Variable Accounts), and Wells _____________ Nationwide Financial Services, Inc – undertaking described herein, agree that the Funds will be available as investment options in the Variable Products offered by Nationwide, subject to the following: ARTICLE I: REPRESENTATIONS REPRESENTATIONS BY NATIONWIDE Nationwide Financial Services, Inc . represents that it is a holding company duly organized and in good standing under applicable state law. Nationwide represents that its life insurance companies have been duly organized and _____________ Nationwide Financial Services, Inc – any or all of the Variable Accounts remain invested in Fund shares. ARTICLE XV: NOTICE Each notice required by this Agreement shall be given in writing to: If to Nationwide: Nationwide Financial Services, Inc . One Nationwide Plaza 1-09-V3 Columbus, Ohio 43215 Attention: Securities Officer Fax Number: 614-677-2295 15 With a Copy to: Nationwide Financial One Nationwide Plaza, 1-12- _____________ dt 1652171 ;	Wells Fargo Variable Trust Wells Fargo Variable Trust
Preview Full Doc	2004	Fund Participation Agreement Fund Participation Agreement (55K) Doc #2530634: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT This Agreement dated as of the _____ day of __________, 2004 is made by and among Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively "Nationwide") and the current and any future Nationwide separate accounts as applicable ("Variable Accounts") and _________________ ("Adviser"), _______________ ("Distributor") (collectively "the Company") which serves as adviser and distributor to the mutual funds (the "Funds") listed on Exhibit B. . . . 2530634	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Fund Participation Agreement: Nationwide Financial Services, Inc – DOCUMENT} {TYPE}EX-99.H {SEQUENCE}7 {FILENAME}item26h.txt {TEXT} FUND PARTICIPATION AGREEMENT This Agreement dated as of the _____ day of __________, 2004 is made by and among Nationwide Financial Services, Inc . on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively "Nationwide") and the current and any future Nationwide separate accounts as applicable ("Variable Accounts") and _________________ (" _____________ Nationwide Financial Services, Inc – of the undertaking described herein, agree that the Funds will be available as investment options in the Variable Products offered by Nationwide, subject to the following: REPRESENTATIONS REPRESENTATIONS BY NATIONWIDE Nationwide Financial Services, Inc . represents that it is a holding company duly organized and in good standing under applicable state law. Nationwide represents that its life insurance companies have been duly organized and _____________ Nationwide Financial Services, Inc – so long as allocations to any or all of the Variable Accounts remain invested in Fund shares. NOTICE Each notice required by this Agreement shall be given in writing to: Nationwide Financial Services, Inc . One Nationwide Plaza 1-09-V3 Columbus, Ohio 43215 Attention: Securities Officer Fax Number: 614-677-2295 With a Copy to: Nationwide Financial One Nationwide Plaza, 1-12-04 _____________ dt 1652172 ;	Nationwide VLI Separate Account-7 Nationwide VLI Separate Account-7
Preview Full Doc	2006	Fund Participation Agreement Fund Participation Agreement (47K) Doc #2531053: Click preview link for longer preview. FUND PARTICIPATION AGREEMENT This Agreement dated as of the _____ day of __________, 200__ is made by and among Nationwide Financial Services, Inc. on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively, ï¿½Nationwideï¿½) and the current and any future Nationwide separate accounts as applicable (ï¿½Variable Accountsï¿½) and _________________ (the ï¿½Company") which serves as [adviser/distributor] to the mutual funds (the ï¿½Fundsï¿½) listed on Exhibit B. RECITALS WHEREAS, Nationwide is engaged in developing and offering variable annuity and . . . 2531053	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Fund Participation Agreement: Nationwide Financial Services, Inc – agreement EX-99.H PARTIC AGREE 11 agreement.htm PARTICIPATION AGREEMENT FUND PARTICIPATION AGREEMENT This Agreement dated as of the _____ day of __________, 200__ is made by and among Nationwide Financial Services, Inc . on behalf of its subsidiary life insurance companies listed on Exhibit A (collectively, Nationwide) and the current and any future Nationwide separate accounts as applicable (Variable Accounts) and _________________ ( _____________ Nationwide Financial Services, Inc – of the undertaking described herein, agree that the Funds will be available as investment options in the Variable Products offered by Nationwide, subject to the following: REPRESENTATIONS REPRESENTATIONS BY NATIONWIDE Nationwide Financial Services, Inc . represents that it is a holding company duly organized and in good standing under applicable state law. Nationwide represents that its life insurance companies have been duly organized and _____________ Nationwide Financial Services, Inc – in writing and delivered by U.S. first class mail, overnight courier, or facsimile (with a paper copy provided via U.S. mail), in each case prepaid and addressed, to: Nationwide Financial Services, Inc . One Nationwide Plaza 1-09-V3 Columbus, Ohio 43215 Attention: Associate General Counsel Fax Number: 614-249-2112 With a Copy to: Nationwide Financial One Nationwide Plaza, 1-12- _____________ NATIONWIDE FINANCIAL SERVICES, INC – and it may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. NATIONWIDE FINANCIAL SERVICES, INC . _________________________________ By: Title: THE COMPANY _________________________________ By: Title: 13 Exhibit A Subsidiary Life Insurance Companies Nationwide Life Insurance Company Nationwide Life and Annuity Insurance Company Nationwide Life Insurance Company _____________ dt 1652173 ;	Nationwide Provident VLI Separate Account a Nationwide Provident VLI Separate Account a