Transfer and Exchange Agreement between The New York Charitable Asset Foundation and WellChoice, Inc.
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Summary
This agreement is between The New York Charitable Asset Foundation and WellChoice, Inc. It outlines the transfer of five shares of Empire HealthChoice, Inc. from the Foundation to WellChoice Holdings of New York, Inc., a subsidiary of WellChoice. In return, WellChoice will issue a specified number of its common shares to the Foundation. The transfer will occur at the time of the conversion described in the referenced Plan, with timing to be mutually agreed upon by the parties.
EX-2.2.2 5 dex222.txt FORM OF TRANSFER AND EXCHANGE AGREEMENT EXHIBIT 2.2.2 [LETTERHEAD OF THE FOUNDATION] _____________, 2002 WellChoice, Inc. 11 West 42nd Street New York, NY 10036 Re: Transfer and Exchange of Shares Ladies and Gentlemen: Reference is hereby made to the Amended Plan of Conversion filed by Empire HealthChoice, Inc. ("Empire") on June 18, 2002, as amended (the "Plan"), and the related Opinion and Decision issued by the New York State Department of Insurance on October 8, 2002. To effect the stock transfer in "Step 4" described in the Plan under "Conversion Transaction - - - The Steps of the Proposed Transaction," The New York Charitable Asset Foundation, a New York not-for-profit corporation (the "Foundation"), hereby agrees with WellChoice, Inc., a Delaware corporation ("WellChoice"), that the Foundation shall transfer five (5) shares of Empire to WellChoice Holdings of New York, Inc., a New York corporation and wholly owned subsidiary of WellChoice, in exchange for WellChoice issuing to the Foundation ______ shares of WellChoice's common stock, par value $.01 per share (the "Share Transfer"). The Share Transfer shall take place at the time of the Conversion (as described in the Plan) as mutually agreed by the parties. Very truly yours, The New York Charitable Asset Foundation By:__________________________ Name: Title: Accepted and Agreed as of the date first written above: WellChoice, Inc. By:________________________ Name: Title:
