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This Agreement made as of the Effective Date specified on page one(1) of this Agreement, by and between Blue
<br /> Cross and Blue Shield of Illinois, a Division of Health Care Service Corporation, a Mutual Legal Reserve
<br /> Company ("Claim Administrator"), and Employer specified on page one (1) of this Agreement ("Employer"), for
<br /> Employer Group Number(s)set forth on page one(1)of this Agreement, WITNESSETH AS FOLLOWS:
<br /> RECITALS
<br /> WHEREAS, Employer on behalf of the Plan (as defined below) has executed an ASO Benefit Program Application
<br /> ("ASO BPA") and Claim Administrator has accepted such ASO BPA attached hereto as Exhibit 4, with such ASO
<br /> BPA and this Agreement collectively referred to hereinafter as the"Agreement", unless specified otherwise; and
<br /> WHEREAS, Employer has established and adopted the Plan; and
<br /> WHEREAS, Employer on behalf of the Plan desires to retain Claim Administrator to provide certain administrative
<br /> services with respect to the Plan; and
<br /> WHEREAS, it is desirable to set forth more fully the obligations, duties, rights and liabilities of Claim Administrator
<br /> and Employer, as sponsor of the Plan, with respect to the Plan;
<br /> NOW,THEREFORE, in consideration of these premises and the mutual promises and agreements hereinafter set
<br /> forth, the parties hereby agree as follows:
<br /> SECTION 1: DEFINITIONS, EXHIBITS AND ADDENDA
<br /> Capitalized terms used in this Agreement shall have the meanings set forth in Section 24, unless otherwise
<br /> provided in the Agreement. All Exhibits and addenda attached to this Agreement are hereby incorporated by
<br /> reference as if set out in full.
<br /> SECTION 2: APPOINTMENT AND SERVICES
<br /> 2.1 Appointment. Employer hereby retains and appoints Claim Administrator to provide Services as hereinafter
<br /> defined in connection with the administration of the Plan.
<br /> 2.2 Administrative Services. Claim Administrator will perform the Services set forth in Exhibit 1. Claim
<br /> Administrator, at its sole discretion, may contract with other entities for performance of any of the Services;
<br /> provided, however, Claim Administrator shall remain fully responsible and liable for performance of any such
<br /> Services to be performed by Claim Administrator but delegated to other entities. Further, any of the Services
<br /> may be performed by Claim Administrator, or any of its subsidiaries (including any successor corporation,
<br /> whether by merger, consolidation, or reorganization), without prior written approval by Employer. Any
<br /> reference in this Agreement to Claim Administrator shall include its directors, officers and employees as well
<br /> as the directors, officers and employees of any of its subsidiaries and Claim Administrator shall be responsible
<br /> and liable for all performance of Services or failure to perform the Services by such subsidiaries.
<br /> SECTION 3: RESPONSIBILITIES OF EMPLOYER AND CLAIM ADMINISTRATOR
<br /> 3.1 Employer responsibility. Employer retains full and final authority and responsibility for the Plan and its
<br /> operation. Claim Administrator is empowered to act on behalf of Employer in connection with the Plan only as
<br /> expressly stated in this Agreement or as otherwise mutually agreed to in writing by the parties hereto.
<br /> 3.2 Claim Administrator responsibility. Claim Administrator shall have no responsibility for or liability with
<br /> respect to the compliance or non-compliance of the Plan with any applicable federal, state and local rules,
<br /> laws and regulations; and Employer shall have the sole responsibility for and shall bear the entire cost of
<br /> compliance with all federal, state and local rules, laws and regulations, including, but not limited to, any
<br /> licensing, filing, reporting, modification requirements and disclosure requirements as may apply to the Plan,
<br /> and all costs, expenses and fees relating thereto, including, but not limited to, local, state or federal taxes,
<br /> penalties, Surcharges or other fees or amounts regardless of whether payable directly by Employer or by or
<br /> through Claim Administrator. Claim Administrator shall have the responsibility for and bear the cost of
<br /> compliance with any federal, state or local laws as may apply to Claim Administrator's performance of its
<br /> Services except as otherwise provided in this Agreement.
<br /> HCSC IL Gen ASA Med Non ERISA REG Rev.8.16 3
<br /> Proprietary and Confidential Information of Claim Administrator
<br /> Not for use or disclosure outside Claim Administrator,Employer,their respective affiliated companies and third party
<br /> representatives,except with written permission of Claim Administrator.
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