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Exhibit 10 (qq)
ALTERNATIVE DISPUTE RESOLUTION AGREEMENT
THIS ALTERNATIVE DISPUTE RESOLUTION AGREEMENT ("Agreement") is made
this 8th day of March, by and between HUMANA INC., a Delaware corporation
("Humana"), and GALEN HEALTH CARE, INC., a Delaware corporation ("Galen").
RECITALS
Prior to the date of this Agreement, Humana and Galen were members
of an affiliated group of companies. As part of the division of the
formerly integrated business into separate businesses managed by
unaffiliated companies, which has been accomplished as of the date hereof
by distribution of the capital stock of Galen to Humana's shareholders, Humana
and Galen have entered into certain agreements governing the division of such
business and the distribution of its assets and liabilities. The purpose of
this Agreement is to specify the sole and exclusive method and procedure by
which disputes arising out of or relating to such agreements, or breaches of
such agreements, are to be resolved. Humana and Galen intend that the
procedures agreed upon herein will permit them to resolve such disputes,
if any, expeditiously, economically and finally.
NOW, THEREFORE, in consideration of the premises and mutual covenants
of the parties contained herein, the parties hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms
shall have the meanings set forth in this Section 1:
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1.1. AFFILIATE. An "affiliate" as defined under Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as amended.
1.2. AMOUNT IN CONTROVERSY. The monetary value of any
Dispute. In determining the monetary value of any Dispute, in addition to
the monies actually at issue, if interpretation of a provision of one of the
Contracts could determine the rights of the parties with respect to future
Disputes, the monetary value of such further Disputes which could reasonably
arise under the Contract provision to be interpreted must be considered.
1.3. ARBITRATOR. The person appointed pursuant to Paragraph 4.4
below.
1.4. CONTRACTS. Each of the agreements set forth in Tab A.
1.5. DISPUTE. A claim, demand, liability or assertion by one party
hereto against the other which arises out of or relates to the
Contracts, or which alleges a breach thereof, concerning which the parties
cannot reach agreement after good faith consultation and negotiation.
1.6. GALEN. Galen Health Care, Inc. and all of its subsidiaries
after March 1, 1993.
1.7. HUMANA. Humana Inc. and all of its subsidiaries after March 1,
1993.
1.8. HUMANA GROUP. Humana Inc. and all of its existing and former
subsidiaries and affiliates prior to March 1, 1993.
1.9. MEDIATOR. The person appointed pursuant to Paragraph 3.4
below.
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1.10. PANEL. The list of potential Mediators or Arbitrators
created in accordance with Paragraph 5 hereof.
2. NATURE OF THE DISPUTE.
2.1. If the Dispute involves an Amount in Controversy of less than
$250,000, the parties shall submit such Dispute to binding mediation as
set forth in Paragraph 3.17 below.
2.2. If the Dispute involves an Amount in Controversy of $250,000 or
more, the parties shall first submit such Dispute to non-binding mediation. If
the Dispute cannot be resolved through mediation, such Dispute shall then be
submitted by the parties to binding arbitration in accordance with Section 4
below. Judgment upon the award rendered by the Arbitrator may be
enforced as provided in Paragraph 6.1.
2.3. If the parties are unable to agree which of the above provisions
(Paragraph 2.1 or Paragraph 2.2) governs a Dispute, the Mediator shall decide
this issue prior to beginning any other part of the mediation.
3. MEDIATION.
3.1. Either party to a Dispute may initiate mediation by giving
notice to the other that it requests mediation (the "Request" ).
3.2. The Request shall contain a brief statement of the nature of the
Dispute.
3.3. Within fifteen (15) days of a Request, the parties will appoint a
single Mediator. Such appointment shall be made as set forth in Paragraph 3.4
below.
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3.4. The Mediator shall be selected from the Panel in the following
manner. Within five (5) days of receipt of the Request or, in the case of a
Panel constituted according to Paragraph 5.2, within five (5) days of receipt
of the list of persons comprising the Panel, the parties shall meet to attempt
to agree upon a particular Mediator. If the parties are unable to agree, each
party shall cross off from the list any Panel member it deems unacceptable and
attach in writing a numerical preference (with the numeral 1 representing most
preferred) to the remaining persons, provided, however, that neither party may
cross off one-half or more of the number of persons on the Panel. The Mediator
shall be the person who (1) has not been crossed off the list by either party,
and (2) receives the lowest numerical score when the written preferences of the
parties are added together. In the event of a tie, the Mediator shall be
chosen by lot from among those persons receiving the same numerical score.
3.5. No person shall serve as a Mediator in any Dispute in which
the person has any financial or personal interest, except by the written
consent of the parties. Prior to accepting an appointment, the prospective
Mediator shall disclose any circumstances likely to create a presumption of
bias or prevent a prompt meeting with the parties. If, in the opinion
of either party, such circumstances disqualify the Mediator to serve, another
Mediator shall be appointed within fifteen (15) days of one party's giving
notice to the other that the first Mediator is disqualified. The appointment
shall be made in the same manner as that described in Paragraph 3.4 above.
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3.6. If one party fails to participate in the selection of the
Mediator within the time specified, such party shall be deemed to agree to
the selection of any member of the Panel and to authorize the other
party to take any actions necessary to appoint a Mediator. Any Mediator thus
appointed shall have all the powers conferred by this Section 3.
3.7. Subject to the provisions of Paragraph 3.11 below, either party
may select persons of its choice to be corporate representatives at the
mediation proceedings, excepting however that outside counsel shall not be
permitted to attend or participate in the mediation proceedings.
3.8. Subject to the requirement that all mediation proceedings
shall take place in Louisville, Kentucky unless otherwise agreed by the
parties, the Mediator shall fix the time and place of each mediation session,
the first such session to be scheduled not more than thirty (30) days after
appointment of the Mediator, unless otherwise agreed by the parties.
3.9. At least five (5) days prior to the first scheduled mediation
session, each party shall provide the Mediator and the other party with: (i) a
summarized statement of position; (ii) all relevant documentation regarding
factual basis and liability; and (iii) all relevant documentation regarding the
amount in dispute or the damages asserted. Each party is expected to
produce all information which may be reasonably required by the Mediator to
understand the issues presented.
3.10. Excepting only with respect to those Disputes identified in
Paragraph 2.1 above, the Mediator has no authority to impose a
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settlement but will assist the parties in reaching a satisfactory resolution of
the Dispute. The Mediator is authorized to conduct joint and separate
meetings with the parties and to make oral and written recommendations for
settlement. The Mediator is further authorized to obtain expert advice
concerning technical aspects of the Dispute, provided the parties agree and
assume the expenses of obtaining such advice.
3.11. Only the parties may attend any mediation session, unless the
parties and the Mediator consent to the attendance of other person(s).
3.12. Information disclosed to the Mediator by the parties or by
witnesses, as well as all documents received, during the course of the
mediation shall be maintained as confidential by the Mediator.
3.13. The parties and the Mediator shall maintain the
confidentiality of the mediation and shall not rely upon or introduce
as evidence in any arbitral, judicial or other proceeding (i) any views
expressed or proposals made by the other party or Mediator, (ii) admissions
made by the other party or (iii) settlement proposals and discussions
made by either party or the Mediator during the course of the mediation. The
Mediator shall not be compelled to divulge such records or to testify in regard
to the mediation in any adversary proceeding or judicial forum.
3.14. The mediation shall be terminated upon the happening of any of
the following: (i) by the execution of a settlement agreement by the
parties; (ii) by written declaration of the Mediator that further efforts
at mediation are no longer worth-
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while; (iii) by a written declaration of one or both parties that the
mediation proceedings are terminated; or (iv) by the passage of thirty (30) days
after the first mediation session, unless the parties otherwise agree in
writing.
3.15. Upon termination of mediation proceedings by reason of
settlement, the parties shall execute all documents necessary to effect the
settlement upon the agreed terms and conditions. Such settlement shall
constitute a binding contract of the parties and shall be enforceable as
provided in Paragraph 6.1 below.
3.16. Upon termination of mediation proceedings under Paragraph
3.14(ii), (iii) or (iv) above, and with respect to Disputes identified in
Paragraph 2.2 above, the parties shall initiate arbitration proceedings as set
forth in Section 4 below.
3.17. With respect to Disputes identified in Paragraph 2.1 above,
upon termination of mediation proceedings under Paragraph 3.14(ii), (iii) or
(iv) above, the Mediator shall arbitrate the Dispute in one of the following
methods, as determined by the Mediator: (i) issue a binding award based upon the
information previously provided by the parties; (ii) request additional written
position statements and documentation from the parties upon which a binding
award will issue; or (iii) schedule and conduct an expedited hearing in a
manner which permits a fair presentation of the case by the parties,
such hearing to be completed in one day and upon which a binding award will
issue. The Mediator shall issue a binding award with respect to such Disputes
no later than ten (10) days after termination of mediation proceedings under
Section 3.14(ii), (iii) or (iv), unless the parties otherwise agree in
writing. Fees and
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expenses of the mediation shall be shared equally by the parties unless the
Mediator determines that the position or conduct in the mediation was
frivolous or uncooperative, in which case the Mediator may apportion such
fees or expenses as the Mediator sees fit.
3.18. An award of the Mediator issued under Paragraph 3.17 above
shall be enforceable in any court of competent jurisdiction as provided in
Section 6.1 hereof. The parties hereby expressly agree that the validity or
enforceability of any such award shall not be challenged in judicial
proceedings for any reason other than fraud in the conduct of the arbitration
proceedings resulting in such award.
4. ARBITRATION.
4.1. Either party to a Dispute identified in Paragraph 2.2 above
which has not been settled or resolved through mediation may initiate
arbitration by serving notice of a Demand for Arbitration ("Demand") upon the
other party. Such Demand shall contain a statement setting forth its claim and
the nature of the dispute, the amount involved and, if any, the remedy sought.
If so desired, the party upon whom the Demand is made may serve an answering
statement within seven (7) days upon the other party. If a counterclaim is
asserted it shall contain a statement setting forth the nature of the
counterclaim, the amount involved, if any, and the remedy sought. If no answer
is filed within the stated time, it will be assumed that the claim is denied.
Failure to file an answer shall not operate to delay the arbitration.
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4.2. If either party subsequently desires to make any new or
different claim, such claim shall be made in writing and served upon the other
party who shall have seven (7) days from the date of service within which to
answer. After the Arbitrator is appointed, however, no new or different
claim may be submitted except with the consent of both parties.
4.3. Within fifteen (15) days of receipt of a Demand the parties
will appoint a single Arbitrator. Such appointment shall be made as set forth
below.
4.4. The Arbitrator shall be selected from the Panel from which the
Mediator in the case was selected. Within five (5) days of receipt of a
Demand, the parties shall meet to attempt to agree upon a particular
Arbitrator. If the parties are unable to agree, each party shall cross off
from the list any Panel member (including the Panel member who served as
Mediator in the case) it deems unacceptable and attach in writing a numerical
preference (with the numeral 1 representing most preferred) to the remaining
persons, provided, however, that neither party may cross off one-half or more of
the number of persons on the panel. The Arbitrator shall be the person who (1)
has not been crossed off the list by either party, and (2) receives the lowest
numerical score when the written preferences of the parties are added together.
In the event of a tie, the Arbitrator shall be chosen by lot from among those
persons receiving the same numerical score.
4.5. No person shall serve as an Arbitrator in any Dispute in which
the person has any financial or personal interest, except by the written
consent of the parties. Prior to accepting an
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appointment, the prospective Arbitrator shall disclose any circumstances likely
to create a presumption of bias or prevent a prompt meeting with the parties.
If, in the opinion of either party, such circumstances disqualify the
Arbitrator to serve, another Arbitrator shall be appointed within
fifteen (15) days of one party's giving notice to the other that the first
Arbitrator is disqualified. The appointment shall be made in the same manner
as that described in Paragraph 4.4 above.
4.6. All arbitration proceedings shall take place in
Louisville, Kentucky, unless otherwise agreed by the parties in writing.
The Arbitrator shall schedule a pre-hearing conference, of which each party
shall have at least five (5) days' advance notice, to arrange for an exchange
of information and a stipulation to uncontested facts to expedite
the arbitration proceedings. Such pre-hearing conference shall be held within
thirty (30) days of the appointment of the Arbitrator. At the pre-hearing
conference, the parties will produce relevant documents, identify witnesses to
be called, schedule further hearings and consider any other matters which will
expedite the arbitration proceedings. At the pre-hearing conference, the
Arbitrator, at the request of either party, shall have the authority to direct
the production of any relevant documents or exhibits not produced. Failure to
make production after such direction may subject the non-producing party to the
same penalties as failure to respond to a subpoena as set forth in Section
4.14. Further hearings, including presentation of all evidence and
post-hearing briefs, shall be completed within thirty (30) days of the
pre-hearing conference unless the Arbitrator
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determines that more time is necessary to enable both parties to present their
cases fairly. Any such determination shall be in writing, shall include a
reasoned explanation, and shall fix a date certain for closing the hearings.
4.7. If one party fails to participate in the selection of the
Arbitrator within the time specified, such party shall be deemed to agree
to the selection of any member of the Panel and to authorize the other party to
take any actions necessary to appoint an Arbitrator. Any Arbitrator thus
appointed shall have all the powers conferred by this Section 4.
4.8. Any party may be represented by counsel. A party intending
to be so represented shall notify the other party at the earliest possible
date, but in any event no later than the date of appointment of the Arbitrator.
4.9. A verbatim record, through audiotape, shall be kept of the
proceedings. Any party wishing a stenographic record shall make arrangements
directly with the stenographer and shall notify the other party of such
arrangements in advance of the hearing. The requesting party shall pay the cost
of such record.
4.10. The Arbitrator shall maintain the privacy of the hearings. Any
person having a direct interest in the arbitration is entitled to attend
the hearings; otherwise, the Arbitrator shall have the power to require
the exclusion of any witness, other than a party or other essential person,
during the testimony of any other witness.
4.11. Unless the law provides to the contrary, the arbitration may
proceed in the absence of any party which, after due
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notice, fails to be present or fails to obtain an adjournment. An award shall
not be made solely on the default of a party and the Arbitrator shall require
the party who is present to submit such evidence as the Arbitrator may require
for the making of an award.
4.12. The Arbitrator may adjourn the proceedings upon the request of
a party or upon the Arbitrator's own initiative, but the Arbitrator shall make
such adjournment only when all of the parties agree thereto.
4.13. The hearing shall be opened by the filing of the oath of the
Arbitrator, where required, and by the recording of the place, time and
date of the hearing, acknowledgement of the presence of the Arbitrator
and the parties, and counsel, if any, and by the receipt of the Arbitrator of
the statement of claim and answer, if any. The Arbitrator may also ask for
statements clarifying the issues involved. The complaining party shall
first present its claim and proofs and its witnesses, who shall submit to
questions or other examination, including cross-examination by the other party.
The defending party shall then present its defense and proofs and its
witnesses, who shall submit to questions or other examination, including
cross-examination by the other party. The Arbitrator may require witnesses
to testify under oath administered by a duly qualified person. If required
by law or if either party so demands, the Arbitrator shall require witnesses to
testify under oath administered by a duly qualified person.
4.14. The Arbitrator shall afford full and equal opportunity to all
parties for the presentation of any material or relevant proofs. Exhibits,
when offered by either party, may be received in
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evidence by the Arbitrator. The names and addresses of all witnesses and
exhibits in the order received shall be made a part of the record. The parties
may offer such evidence as is relevant and material to the Dispute and shall
produce such additional evidence as the Arbitrator may deem necessary to an
understanding and determination of the Dispute. The Arbitrator may subpoena
witnesses or documents upon the request of any party, or independently.
Failure to produce documents subject to subpoena may be grounds for a ruling
in favor of the other party or a negative inference against the party failing
to produce, in the Arbitrator's discretion. The Arbitrator shall be the sole
judge of the relevance and materiality of the evidence offered and conformity
to legal rules of evidence shall not be necessary. The Arbitrator shall also
be the sole judge with respect to any procedural disputes between the parties.
All evidence shall be taken in the presence of the Arbitrator and of
the parties, except for any party which has waived the right to be present or
failed to be present or to obtain an adjournment within the meaning of
Paragraph 4.11.
4.15. Upon the statements of the parties that they have no further
proof to offer nor witnesses to be heard or upon the expiration of the time
set pursuant to Paragraph 4.6, the Arbitrator shall declare the hearings closed
and a minute thereof shall be recorded. If post-hearing briefs are to be
filed, the hearing shall be declared closed as of the date set by the
Arbitrator for receipt of briefs. If it has been agreed upon by the parties
at the hearing that additional documents shall be filed, such documents shall
be
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filed as of the date set for the receipt of briefs. The time limit within
which the Arbitrator is required to make the award shall commence to run, in
the absence of other agreement by the parties, upon the closing of the hearing.
4.16. The parties may provide, by written agreement, for the waiver
of oral hearings with respect to any particular Dispute. When the parties have
so agreed, the Arbitrator shall decide the issue based upon written
documentation and briefs submitted by each party.
4.17. Any party who proceeds with arbitration after knowledge that
any provision or requirement of this Agreement has not been complied with and
who fails to state objection thereto in writing, shall be deemed to have waived
the right to object.
4.18. Unless both parties have been given notice and an opportunity
to participate, there shall be no communication between one or both parties and
the Arbitrator other than at oral hearings.
4.19. The award shall be made promptly by the Arbitrator, but in no
event later than fifteen (15) days from the date of the closing of the
hearings, or if oral hearings have been waived, from the date of transmitting
the final statements and proofs to the Arbitrator. The Arbitrator shall
also provide the parties a written explanation within sixty (60) days
from the date of the closing of the hearings.
4.20. The award shall be in writing, signed by the Arbitrator, and
shall be executed in the manner required by law.
4.21. The Arbitrator may grant any remedy or relief which the
Arbitrator deems just and equitable and within the scope of the
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agreement of the parties including specifically, but not limited to, injunctive
relief and specific performance of a contract. The Arbitrator may not award
consequential, exemplary, incidental, punitive or special damages. In any
award involving money damages, the Arbitrator shall award both
pre-arbitration and post-arbitration interest. Interest shall be at the
prime rate as published from time to time by Chemical Bank, unless the
agreement which is the subject of the Dispute provides otherwise. Fees and
expenses of the arbitration shall be shared equally by the parties unless the
Arbitrator determines that the position or conduct in the arbitration was
frivolous or uncooperative, in which case the Arbitrator may apportion such
fees or expenses as the Arbitrator sees fit.
4.22. If the parties settle their dispute during the course of the
arbitration, the Arbitrator, upon their request, may set forth the terms of
the agreed settlement in an award.
4.23. An award of the Arbitrator issued hereunder shall be
enforceable in any court of competent jurisdiction as provided in Section 6.1
hereof. The parties hereby expressly agree that the validity or
enforceability of any such award shall not be challenged in judicial
proceedings for any reason other than fraud in the conduct of the arbitration
proceedings resulting in such award.
5. CREATION OF PANEL.
5.1. Following the execution of this agreement, the parties shall
use their best efforts to agree upon a list of five (5) or seven (7) persons to
constitute a panel from which Mediators and
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Arbitrators shall thereafter be drawn. This list, which may be amended by
the written agreement of both parties, shall be attached hereto as Tab B.
5.2. If the parties have not agreed upon a list as provided in
Paragraph 5.1 prior to the initiation of mediation by either party to a
Dispute, the party requesting mediation shall, unless both parties otherwise
agree in writing, request the New York office of the Judicial Arbitration &
Mediation Services, Inc. to provide a list of seven (7) persons able to serve
as Mediator or Arbitrator. This list shall constitute the Panel for both
mediation and arbitration of that Dispute unless the parties otherwise agree in
writing. If after following the procedures specified in Sections 3 and 4 above
a Mediator or Arbitrator cannot be appointed from this list, the parties shall
request additional lists from the New York office of the Judicial Arbitration &
Mediation Services, Inc. as necessary.
6. JURISDICTION; SERVICE OF PROCESS.
6.1. JURISDICTION. The parties hereby irrevocably submit to the
exclusive jurisdiction of the courts of the Commonwealth of Kentucky in
Louisville, Jefferson County, Kentucky, and the United States Federal District
Courts for the Western District of Kentucky located in Louisville, Kentucky,
over any action permitted by Section 4.23, Section 3.15 and Section 3.18
hereof. The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter
have to the venue of any such dispute brought in such court or any defense of
inconvenient forum for the maintenance of such action. Each of the parties
agrees that a judgment in any such action may
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be enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by law.
6.2. SERVICE OF PROCESS. Each of the parties hereby
consents to process being served by any party to this Agreement in any action
specified in Section 6.1 above by the mailing or the delivery by hand of a
copy thereof in accordance with the provisions of Section 7.1 of this
Agreement.
6.3. TRIAL BY JURY. Each of the parties hereto hereby waives
any right to trial by jury with respect to any action specified in
Section 6.1 above.
7. MISCELLANEOUS PROVISIONS.
7.1. NOTICE. All notices, requests, demands and other communications
required or permitted to be given or made under this Agreement shall be in
writing and shall be deemed to have been given (i) on the date of personal
delivery or (ii) provided such notice, request, demand or communication is
actually received by the party to which it is addressed in the ordinary
course of delivery, on the date of (A) deposit in the United States mail,
postage prepaid, by registered or certified mall, return receipt requested,
(B) transmission by telegram, cable, telex or facsimile transmission, or (C)
delivery to a nationally-recognized overnight courier service, in each case,
addressed as follows, or to such other person or entity as either party shall
designate by notice to the other in accordance herewith:
If to Humana: Humana Inc.
500 West Main Street
Box 1438
Louisville, Kentucky 40201-1438
Attn: Law Department
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If to Galen: Galen Health Care, Inc.
201 West Main Street
Louisville, Kentucky 40202
Attn: Law Department
7.2. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Kentucky to the
extent not inconsistent with the Federal Arbitration Act.
7.3. SEVERABILITY. The parties agree that each provision to this
Agreement shall be construed independent of any other provision of this
Agreement. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof. This Agreement
shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
7.4. ENTIRE AGREEMENT. This Agreement, including Tabs A and B,
constitutes the entire agreement between the parties regarding its subject
matter. It supersedes all prior written or contemporaneous oral
agreements related thereto.
7.5. AMENDMENT AND MODIFICATIONS. No amendment or other
modification to this Agreement shall be binding upon any party unless executed
in writing by all of the parties hereto.
7.6. WAIVER. No waiver by any party of any of the provisions of
this Agreement will be deemed, or will constitute, a waiver of any
other provision, whether similar, nor will any waiver constitute a continuing
waiver. No waiver will be binding unless executed in writing by the party
making the waiver.
7.7. ASSIGNMENT. Neither party may assign, by operation of law,
merger or otherwise, license, sublicense or otherwise transfer
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any of its rights or obligations under this Agreement to any other person or
entity without obtaining the prior written consent of the other party.
7.8. CAPTIONS. All captions in this Agreement are intended solely
for the convenience of the parties, and none shall be deemed to affect the
meaning and construction of any provision hereof.
7.9. BINDING EFFECT OF AGREEMENT. This Agreement shall be binding
upon, and shall inure to the benefit of and be enforceable by, the parties
hereto, their respective Affiliates, successors and assigns.
7.10. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, express
or implied, shall confer on any person other than the parties any rights
or remedies under or by virtue of this Agreement.
IN WITNESS WHEREOF, the parties, by their duly authorized officers,
have executed and delivered this Agreement on the date first written above.
HUMANA, INC.
By: /S/ W. E. NEELY
---------------------------------
Title: Vice President
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("Humana")
GALEN HEALTH CARE, INC.
By: /S/ KATHLEEN PELLEGRINO
---------------------------------
Title: Vice President
------------------------------
("Galen")
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TAB A
1. Distribution Agreement between Galen Health Care, Inc. and Humana Inc.,
dated as of January 19, 1993.
2. Operating Agreement between Galen Health Care, Inc. and Humana Inc., dated
as of March 1, 1993.
3. Hospital Services Agreement between Galen Health Care, Inc. Humana, Inc.
and certain of their respective subsidiaries.
4. Medicare Supplement Agreement between Galen Health Care, Inc. and Humana
Inc., dated as of March 1, 1993.
5. Assumption of Liabilities and Indemnification Agreement between Galen
health Care, Inc. and Humana Inc., dated as of March 1, 1993.
6. Employee Benefits Allocation Agreement between Galen Health Care, Inc. and
Humana Inc., dated as of March 1, 1993.
7. Tax Sharing and Indemnification Agreement between Galen Health Care, Inc.
and Humana Inc., dated as of March 1, 1993.
8. Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 500 West Main Street, Louisville, Kentucky, dated as of March
1, 1993.
9. Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 516 West Main Street, Louisville, Kentucky, dated as of March
1, 1993.
10. Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 101 East Main Street, Louisville, Kentucky, dated as of March
1, 1993.
11. Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 708 West Magazine Street, Louisville, Kentucky, dated as of
March 1, 1993.
12. Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 8119 Data Point Drive, San Antonio, Texas, dated as of March
1, 1993.
13. Intellectual Property Agreement between Galen Health Care, Inc. and
Humana, Inc., dated as of March 1, 1993.
14. Aircraft Management Agreement between Galen Health Care, Inc. and Humana
Inc., dated as of March 1, 1993.
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15. Aircraft Interchange Agreement between Galen Health Care, Inc. and Humana
Inc., dated as of March 1, 1993.
16. Information Systems Split Agreement between Galen Health Care, Inc.
and Humana Inc., dated as of March 1, 1993.
17. Intercompany Information Systems Agreement between Galen Health
Care, Inc. and Humana Inc., dated as of March 1, 1993.
18. Intercompany Communications Agreement between Galen Health Care, Inc.
and Humana Inc., dated as of March 1, 1993.
19. Workers Compensation Administrative Service Agreement between Humana
Health Insurance Company of Florida, Inc., a wholly owned subsidiary
of Humana Inc., and Galen Health Care, Inc., dated as of March 1, 1993.
20. Administrative Services Agreement between Humana Insurance Company, a
wholly owned subsidiary of Humana Inc., and Galen Health Care, Inc.,
dated as of March 1, 1993.
21. Accounts Recovery Service Agreement between Humana Inc. and Galen
Health Care, Inc., dated as of March 1, 1993.
22. Any other agreement between the parties which, by its terms, adopts
the provisions of this Alternative Dispute Resolution Agreement.
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