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Blue Cross and Blue Shield of Missouri

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AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of , is made and entered into by and among:

BLUE CROSS AND BLUE SHIELD OF MISSOURI, a Missouri nonprofit health services corporation ("BCBSMo")

RIGHTCHOICE MANAGED CARE, INC., a Missouri corporation ("RIT")

THE MISSOURI FOUNDATION FOR HEALTH, a Missouri nonprofit public benefit corporation ("Foundation")

and RIGHTCHOICE MANAGED CARE, INC., a Delaware corporation and wholly-owned subsidiary of the Foundation ("New RIT").

DATED .

RECITALS

A. BCBSMo is a Missouri non-profit non-stock health services corporation that offers health benefits and related products and services. BCBSMo holds a license from the Blue Cross and Blue Shield Association (the "Association") to use the Blue Cross and Blue Shield names and service marks (the "Marks").

B. RIT is a Missouri general business corporation, doing business under the name "Alliance Blue Cross Blue Shield," that provides health care products and services. RIT also holds a license from the Association to use the Marks.

C. RIT has outstanding shares of Class A Common Stock and shares of Class B Common Stock.

D. RIT and BCBSMo were involved in litigation with the Missouri Attorney General and the Missouri Department of Insurance.

E. BCBSMo, RIT, the Attorney General and the DOI have entered into an Amended and Restated Settlement Agreement, dated , 2000.

F. The Foundation was recently organized pursuant to the Settlement Agreement as a Missouri non-profit public benefit corporation.

G. New RIT was recently organized pursuant to the Settlement Agreement as a Delaware corporation solely to facilitate the Reorganization.

H. The Reorganization shall be comprised of the following transactions:

(1) Transfer and Assumption Transaction;

(2) Charter Conversion Transaction;

(3) Reincorporation Merger Transaction;

(4) RIT/New RIT Merger Transaction.

I. The four transactions above are referred to collectively as the "Reorganization."

J. The Board of Directors of BCBSMo and the Board of Directors of RIT have each determined that it is advisable and in the best interests of BCBSMo and RIT, respectively, to enter into this Agreement.

ARTICLE I — TERMS OF REORGANIZATION; CLOSING

Section 1.01. Sequence of Transactions. The Reorganization shall be accomplished by means of the Transfer and Assumption Transaction, the Charter Conversion Transaction, the Reincorporation Merger Transaction and the RIT/New RIT Merger Transaction.

Section 1.02. Transfer and Assumption Transaction.

(a) Assumption Reinsurance Agreement. BCBSMo shall, and RIT shall cause HALIC to, sign on the date hereof the Assumption Reinsurance Agreement in the form attached hereto as Exhibit B.

(b) Regulatory Approvals. BCBSMo and RIT shall file all necessary applications, notices, agreements and other documents required to obtain approval of the Association and all Regulatory Authorities.

(c) Consummation of Transaction. BCBSMo and RIT shall take all reasonable and lawful action and execute all documents necessary to consummate the Transfer and Assumption Transaction.

(d) Tax Consequences. The parties intend that the Transfer and Assumption Transaction shall constitute a tax-free transfer to a controlled corporation.

Section 1.03. Charter Conversion Transaction.

(a) Filing of Articles of Incorporation; Bylaws. BCBSMo shall take all action reasonably necessary to convert to a for-profit corporation, including filing amended and restated Articles of Incorporation.

(b) Effective Time. The Charter Conversion Transaction shall become effective upon approval of all Regulatory Authorities and filing with the Missouri Secretary of State.

(c) Issuance of Stock. At the Charter Conversion Effective Time, New BCBSMo shall issue one share of New BCBSMo Stock to the Foundation.

(d) Regulatory Approvals. BCBSMo shall file all necessary applications, notices, agreements and other documents required to obtain approval of the Association and Regulatory Authorities.

(e) Directors and Officers. Directors and officers of BCBSMo shall resign effective as of the Charter Conversion Effective Time.

(f) Consummation of Transaction. BCBSMo and the Foundation shall take all reasonable and lawful action necessary to effectuate the transaction.

(g) Tax Consequences. It is intended that the transaction constitute a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code.

Section 1.04. Reincorporation Merger Transaction.

(a) Structure of Merger. New BCBSMo shall merge with and into New RIT, with New RIT as surviving corporation.

(b) Effective Time. The merger becomes effective when the Certificate of Merger becomes effective with the Delaware Secretary of State.

(c) Conversion of Shares. The one share of New RIT Stock shall remain outstanding and the New BCBSMo share shall be cancelled.

(d) Effects of Merger. All property, rights and liabilities of New BCBSMo and New RIT vest in New RIT.

(e) Regulatory Approvals. Necessary approvals shall be obtained from the Association and Regulatory Authorities.

(f) Certificate of Incorporation and Bylaws. No changes shall be effected by the merger.

(g) Directors and Officers. New RIT directors and officers shall remain as designated.

(h) Consummation of Transaction. All necessary actions shall be taken to effectuate the transaction.

(i) Tax Consequences. Intended to constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code.

(j) Dissenters' Rights. The Foundation shall waive any right to dissent.

Section 1.05. RIT/New RIT Merger Transaction.

(a) Structure of Merger. RIT shall merge with and into New RIT, with New RIT as surviving corporation.

(b) Effective Time. The merger becomes effective when the Certificate of Merger becomes effective with the Delaware Secretary of State.

(c) Conversion of Shares. Each share of RIT Class A Stock converts into one share of New RIT Stock; RIT Class B Stock is cancelled; and the one share of New RIT Stock converts into a number of shares equal to the number of RIT Class B shares.

(d) Treasury Shares. Treasury shares are cancelled and retired without consideration.

(e) Dissenters' Rights. Holders of RIT Class A Stock may dissent pursuant to Missouri Corporate Law.

(f) Effects of Merger. All property, rights, liabilities and duties of RIT and New RIT vest in New RIT.

(g) Regulatory Approvals. Necessary approvals shall be obtained.

(h) Certificate of Incorporation and Bylaws. No changes shall be effected.

(i) New RIT Directors and Officers. Directors and officers shall be as designated by RIT.

(j) Exchange of Certificates.

(1) Exchange Agent.

(2) Exchange Procedure for Public Shareholders. Shares shall be exchanged through the Exchange Agent.

(3) Exchange Procedure for Foundation. shares shall be issued directly to the trustee.

(4) Distributions With Respect to Unexchanged Shares. No dividends shall be paid until surrender.

(5) Transfers of Ownership. Transfer taxes must be paid if applicable.

(6) No Liability. Neither RIT nor New RIT shall be liable for abandoned property deliveries.

(7) Lost, Stolen or Destroyed Certificates. Replacement may require affidavit or bond.

(k) Stock Transfer Books. The stock transfer books of RIT shall be closed at the RIT/New RIT Merger Effective Time.

(l) Tax Consequences. Intended to constitute a tax-free liquidation and reorganization.

(m) Consummation of Transaction. All necessary action shall be taken.

Section 1.06. Stock Options.

(a) Outstanding BCBSMo/RIT Stock Options shall be converted automatically into options for New RIT Stock.

(b) Notices and amended agreements shall be delivered as soon as practicable.

(c) New RIT shall file a registration statement with the SEC.

Section 1.07. Closing; Closing Date. The Closing shall take place at the offices of Lewis, Rice & Fingersh, L.C., St. Louis, Missouri, as promptly as practicable after conditions are satisfied.

ARTICLE II — REPRESENTATIONS AND WARRANTIES

Section 2.01. Disclosure Schedule; Standard.

(a) Disclosure Schedule. The BCBSMo Disclosure Schedule and the RIT Disclosure Schedule set forth items necessary or appropriate in response to disclosure requirements or as exceptions to representations.

(b) Standard. No representation or warranty shall be deemed untrue unless it has had or is reasonably likely to have a Material Adverse Effect.

Section 2.02. Representations and Warranties of RIT.

(a) Corporate Existence and Power.

(b) Authorization; No Defaults.

(c) Capitalization.

(d) Financial Information.

(e) Reports.

(f) Absence of Changes.

(g) Undisclosed Liabilities.

Section 2.03. Representations and Warranties of BCBSMo.

(a) Authorization; No Defaults.

(b) Capitalization.

(c) Financial Information.

(d) Reports.

(e) Absence of Changes.

(f) Undisclosed Liabilities.

Section 2.04. Representations and Warranties of New RIT.

(a) Corporate Existence and Power.

(b) Authorization; No Defaults.

(c) Capitalization.

Section 2.05. Representations and Warranties of the Foundation.

(a) Corporate Existence and Power.

(b) Authorization; No Defaults.

ARTICLE III — COVENANTS

Section 3.01. Pre-Closing Covenants of RIT.

(a) Submission to Shareholders. RIT shall call and hold a special meeting of its shareholders for approval of this Agreement and the RIT/New RIT Merger Transaction.

(b) Consummation of Reorganization.

(c) Consents and Approvals.

Section 3.02. Pre-Closing Covenants of BCBSMo.

(a) Agreement to Vote in Favor.

(b) Consummation of Reorganization.

(c) Consents and Approvals.

Section 3.03. Pre-Closing Covenants of New RIT.

(a) Other Actions.

(b) Consummation of Reorganization.

(c) Plans of Merger.

Section 3.04. Pre-Closing Covenants of Foundation.

(a) No Sale or Transfer.

(b) Agreements to Vote in Favor.

(1) Reincorporation Merger Transaction.

(2) RIT/New RIT Merger Transaction.

(c) Consummation of Reorganization.

(d) Tax Opinion.

Section 3.05. Proxy Statement/Prospectus; Registration Statement.

Section 3.06. Public Announcements.

Section 3.07. Registration Rights Agreement.

Section 3.08. Indemnification Agreement.

Section 3.09. Voting Trust and Divestiture Agreement.

Section 3.10. Public Offering.

Section 3.11. Indemnification and Insurance.

Section 3.12. Accountants' Letters.

Section 3.13. Foundation Governance.

Section 3.14. Due Diligence.

Section 3.15. Payment to Foundation.

ARTICLE IV — CONDITIONS PRECEDENT TO REORGANIZATION

Section 4.01. Conditions to Reorganization.

(a) Injunction.

(b) Regulatory and Shareholder Approval.

(c) Effective Registration Statement.

(d) Tax Determination.

(e) NYSE Listing.

(f) Resolution of Sarkis Litigation.

Section 4.02. Conditions to Obligations of BCBSMo.

(a) Representations and Warranties.

(b) Compliance with Agreements.

(c) Delivery of Documents.

(d) Other Consents.

(e) Comfort Letter.

(f) Favorable Ruling.

(g) Tax Opinions.

(h) BCBSMo Board Legal Opinion.

(i) Resolution of Pending Litigation.

(j) Legal Opinions.

(k) Confirmation From Attorney General and DOI.

Section 4.03. Conditions to Obligations of RIT.

(a) Representations and Warranties.

(b) Compliance with Agreements.

(c) Delivery of Documents.

(d) Other Consents.

(e) Comfort Letter.

(f) Favorable Ruling.

(g) Tax Opinions.

(h) Association Approval.

(i) Opinion of Financial Advisor to RIT.

(j) Confirmation From Attorney General and DOI.

(k) Bank Approval.

(l) Legal Opinions.

Section 4.04. Conditions to Obligations of New RIT.

(a) Representations and Warranties.

(b) Compliance with Agreements.

(c) Delivery of Documents.

(d) Comfort Letter.

(e) Legal Opinions.

Section 4.05. Conditions to Obligations of Foundation.

(a) Representations and Warranties.

(b) Compliance with Agreements.

(c) Delivery of Documents.

(d) Other Consents.

(e) Comfort Letter.

(f) Favorable Ruling.

(g) Tax Opinions.

(h) Legal Opinions.

ARTICLE V — TERMINATION

This Agreement and the obligations of the parties hereunder may be terminated at any time prior to the RIT/New RIT Merger Effective Time.

(a) by mutual written consent of all parties;

(b) by any party if prohibited by final order or action of a court or Regulatory Authority;

(c) by any party if conditions are not satisfied on or before ;

(d) by RIT if termination is necessary to satisfy fiduciary duties.

ARTICLE VI — GENERAL PROVISIONS

Section 6.01. Fees and Expenses. Each party shall bear its own expenses, except that RIT shall pay SEC filing fees, NYSE listing fees, and printing and mailing expenses.

Section 6.02. Nonsurvival of Representations, Warranties and Agreements. Certain covenants and agreements shall survive the RIT/New RIT Merger Effective Time.

Section 6.03. Notices.

If to the Foundation:

If to New RIT:

If to BCBSMo: John A. O'Rourke, President and Chief Executive Officer, Blue Cross and Blue Shield of Missouri, 1831 Chestnut Street, St. Louis, Missouri 63103-2275, Fax: (314) 923-8958.

If to RIT: John A. O'Rourke, Chairman, President and Chief Executive Officer, RightCHOICE Managed Care, Inc., 1831 Chestnut Street, St. Louis, Missouri 63103-2275, Fax: (314) 923-8958.

Section 6.04. Amendment. This Agreement may be amended only in writing signed by the parties.

Section 6.05. Waiver. Any extension or waiver shall be valid only if set forth in a written instrument.

Section 6.06. Entire Agreement. This Agreement and related instruments constitute the entire understanding of the parties.

Section 6.07. Parties in Interest. This Agreement inures solely to the benefit of the parties hereto, except for Section 3.11.

Section 6.08. Governing Law. This Agreement shall be governed by the laws of the State of Missouri.

Section 6.09. Counterparts. This Agreement may be executed in counterparts.

Section 6.10. Recitals. The Recitals are part of this Agreement.

Section 6.11. Fair Construction. The Agreement shall be construed in accordance with the fair meaning of its terms.

Section 6.12. Headings and Captions. Captions are for convenience only.

Section 6.13. Assignment. This Agreement may not be assigned by any party.

SIGNATURES

BLUE CROSS AND BLUE SHIELD OF MISSOURI,
a Missouri nonprofit health services corporation

Name:

Title:

RIGHTCHOICE MANAGED CARE, INC.,
a Missouri corporation

Name:

Title:

THE MISSOURI FOUNDATION FOR HEALTH,
a Missouri nonprofit public benefit corporation

Name:

Title:

RIGHTCHOICE MANAGED CARE, INC.,
a Delaware corporation

Name:

Title:

Select applicable acknowledgments

Additional Notes:

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What Blue Cross and Blue Shield of Missouri Represents in Documentation

Blue Cross and Blue Shield of Missouri is a health insurance carrier whose member, provider, and administrative forms govern coverage enrollment, claims processing, authorizations, and business agreements. This page explains the typical documents you may encounter, the required data elements, electronic signing and submission options, and how federal laws such as ESIGN (15 U.S.C. ch. 96) and HIPAA (45 CFR §164) affect electronic handling and retention of health-related records.

Why Accurate Blue Cross and Blue Shield of Missouri Forms Matter

Complete, accurate forms reduce claim denials, prevent delays in member enrollment or provider credentialing, and support HIPAA-compliant handling of protected health information. Clear data and proper signatures help preserve contractual rights and speed reimbursement or benefit activation.

Why Accurate Blue Cross and Blue Shield of Missouri Forms Matter

Who Interacts with Blue Cross and Blue Shield of Missouri Documents

Tailor the form and signature method to the role: consumer-facing records trigger ESIGN consumer-disclosure requirements and HIPAA protections where applicable.

  • Plan members and beneficiaries submitting enrollment, change of address, or appeal information.
  • Network providers and billing departments completing credentialing, claims, and prior authorization requests.
  • Employers and benefits administrators managing group plan enrollment and eligibility updates.

Core Components of Blue Cross and Blue Shield of Missouri Documents

Most carrier forms share consistent sections that capture identity, coverage details, authorization choices, and signature blocks for validation.

Header

Carrier name, form identifier, and version date. This locates the form in audits and ensures you use the current template.

Member Data

Full legal name, date of birth, member ID, and contact information. Accurate identifiers prevent claim mismatches and delayed processing.

Coverage Details

Plan name, group number, effective date, and selected coverage options. These fields determine benefits and claim routing.

Provider Information

NPI, tax ID, billing address, and rendering provider details required for claims and credentialing submissions.

Authorizations & Consent

Explicit checkboxes or text granting release of PHI, assignment of benefits, or consent for electronic communications.

Signature Block

Printed name, signature (electronic or handwritten), relationship to member, and signature date required to validate the form.

Required Data Elements You Must Provide

Full Name: Exact legal name
Date of Birth: MM/DD/YYYY
Member ID: Issuer-assigned number
Address: Street, city, state, ZIP
Provider NPI: Ten-digit NPI
Signature Date: MM/DD/YYYY

Step-by-Step: Completing a Blue Cross and Blue Shield of Missouri Form

Follow these core steps to reduce rework and speed acceptance of member or provider submissions.

  • 01
    Gather IDs: Collect member and provider identifiers before starting the form.
  • 02
    Enter Data: Complete required fields accurately using the formats requested.
  • 03
    Review: Check for mismatched names, missing signatures, or incorrect dates.
  • 04
    Submit: Send via the carrier portal, secure email, or approved eSignature service.

How to Configure an Online Submission Workflow

Typical digital workflows include field placement, signer order, and authentication settings matched to document sensitivity.

Field Configuration
Signature Placement Require signature and date fields where indicated
Signer Order Set sequential or parallel signing as needed
Authentication Enable email or SMS code; use stronger ID for PHI
Retention Set automatic archive with audit trail

Where to Send Completed Blue Cross and Blue Shield of Missouri Forms

Submission paths depend on the form type: member services, provider billing, or employer administration each have separate routing.

  • Member Forms: Submit through the member portal or secure mail per instructions
  • Claims: Send via EDI, carrier claim portal, or payer-designated clearinghouse
  • Provider Enrollment: Use the provider relations portal or designated enrollment email
  • Appeals: Follow the appeals routing and timeline specified on the denial notice

Distributing and Signing Blue Cross and Blue Shield of Missouri Records Electronically

Ensure the chosen channel preserves an audit trail and meets HIPAA, ESIGN (15 U.S.C. §7001), and state requirements for the record type.

  • File Formats: PDF, DOCX supported
  • Integrations: Connectors to EHR and claims systems
  • Authentication: Email, SMS, or stronger ID

Common Timelines and Processing Expectations

Processing times and deadlines vary by form and the carrier process; confirm timeframes listed on the specific form or denial notice.

Enrollment Changes:

Effective dates depend on plan rules and may require advance notice

Claims Submission:

Carrier timeliness requirements vary; check contract for filing window

Appeal Deadlines:

Appeal periods are stated on adverse determination notices

Prior Authorization:

Authorization validity and response time depend on service and policy

Provider Recredentialing:

Follow periodic recredentialing schedule in provider contract

Common Mistakes When Preparing Carrier Forms

  • Using nicknames or initials instead of full legal names causes identifier mismatches and claim rejections.
  • Omitting member or provider ID numbers prevents automated claim routing and delays adjudication.
  • Failing to attach required supporting documents, such as medical records or authorization forms, triggers denials or requests for more information.
  • Applying an electronic signature without confirming consumer disclosure and consent for electronic records when required by ESIGN.

Consequences of Incomplete or Incorrect Submissions

Claim Denial: Benefits may be denied or delayed
Recoupment: Carrier may recover previously paid amounts
Contract Sanctions: Provider network status may be affected
Regulatory Risk: HIPAA violations can prompt enforcement
Payment Withholding: Reimbursement may be withheld pending correction
Tax Reporting: Incorrect forms can trigger IRS penalties

Real-World Examples of Electronic Workflows with Carrier Documents

Below are practical examples showing how organizations digitize carrier interactions and maintain compliance.

Tech Data — Provider Onboarding

Tech Data streamlined onboarding using integrated eSignature workflows

  • Bulk send reduced turnaround for multiple forms
  • The result was faster credentialing, fewer data entry errors, and clearer audit trails for compliance teams.

Fertility Centers of Illinois — Consent Forms

Fertility Centers digitized patient consent with HIPAA controls

  • Mobile signing increased completion rates in clinic waiting rooms
  • They preserved audit trails and simplified storage while meeting regulatory retention requirements.

eSignature Pricing and Feature Comparison for Carrier Document Workflows

Compare common vendor starting prices and key feature availability relevant to health insurance form workflows; signNow appears first for easy comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions about Signing and Submitting Carrier Forms

Answers to common issues when completing Blue Cross and Blue Shield of Missouri forms, including electronic signatures, HIPAA concerns, and submission troubleshooting.


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