KEYSTONE 65 HMO POINT OF SERVICE ( POS ) GROUP MEDICARE ADVANTAGE CONTRACT. effective as of EFF. DATE. by and between. GROUP NAME (Called the Group)

KEYSTONE 65 HMO POINT OF SERVICE ( POS ) GROUP MEDICARE ADVANTAGE CONTRACT effective as of EFF. DATE by and between GROUP NAME (Called the Group) Group Number: GROUP# and KEYSTONE HEALTH PLAN EAST (Called the Plan) a Pennsylvania corporation whose address is 1901 Market Street, Philadelphia, PA 19103

KEYSTONE 65 HMO POS GROUP MEDICARE ADVANTAGE CONTRACT TABLE OF CONTENTS SECTION TITLE PAGE NUMBERS GA GROUP APPLICATION 3 AC ACCEPTANCE 4 SE SCHEDULE OF ELIGIBILITY 5 EN ENROLLMENT AND DISENROLLMENT 5 TE TERMINATIONS 7 PR PREMIUM RATES AND BILLING 9 PD MEDICARE PRESCRIPTION DRUG COVERAGE 11 GP GENERAL PROVISIONS 11 EV MEMBER EVIDENCE OF COVERAGE 14

SECTION GA GROUP APPLICATION is hereby made to KEYSTONE HEALTHPLAN EAST (Called the Plan) whose main office address is 1901 Market Street, Philadelphia, PA l9l03 By GROUP NAME (Called the Group) whose main office address is GROUP ADDRESS For the coverage afforded by Group Contract Number(s) in Section SE, the terms of which are hereby approved and accepted by the Group to take effect on the Contract Date specified in this Group Contract. It is agreed that this Application supersedes any previous Application for this Contract. 3

SECTION AC ACCEPTANCE IN CONSIDERATION OF the Group Application and the payment of premiums when due and subject to all terms of this Contract. GROUP CONTRACT NUMBER GROUP# KEYSTONE HEALTH PLAN EAST (Called the Plan) hereby agrees to provide each Enrollee of GROUP NAME (Called the Group) The benefits of this Contract as set forth in the attached Keystone 65 HMO POS Member Evidence of Coverage beginning on each Enrollee's Effective Date. The Group's Contract Date is EFF. DATE and the Contract will continue until December 31, when, unless terminated as provided by this Contract, it will renew for a further period of twelve (12) consecutive months and thereafter, from year to year. The Plan accepts the Application of the Group at its Home Office in Philadelphia, Pennsylvania (which is the State of Issue). The Group may accept this Contract by making required payments to the Carrier. Such acceptance renders all terms and conditions hereof binding on the Carrier and the Group. Date: CURRENT DATE 4

SECTION SE SCHEDULE OF ELIGIBILITY A. SUBSIDIARY OR AFFILIATED UNITS OF THE GROUP The subsidiary or affiliated unit included under this Contract is Group number: GROUP#. B. ELIGIBLE ENROLLEE 1. Eligible Enrollee is a Group retiree or employee of a group under twenty (20) who (a) is eligible for the Group s benefit plan, (b) is entitled to Medicare benefits under Medicare Part A and enrolled in Medicare Part B, (c) lives in Plan s service area, (d) has not been medically determined to have end-stage renal disease unless the Enrollee meets the allowed exceptions under CMS guidance or federal law, and (e) who is listed on the completed Application provided by the Plan. 2. Eligible Enrollee may also be a dependent of an Enrollee described above, provided that the dependent (a) is eligible for the Group s benefit plan, (b) is entitled to Medicare benefits under Medicare Part A and enrolled in Medicare Part B, (c) lives in Plan s service area, and (d) has not been medically determined to have end-stage renal disease (unless an exception under 42 C.F.R. 422.50(a)(2)(i) (iii) applies). 3. Eligible Enrollees who are converting to Medicare Parts A and B (also known as outof-area age-ins ) may enroll in Keystone 65 HMO POS during their Initial Coverage Election Period, even if they reside outside the service and continuation area, provided that the Eligible Enrollee is converting from Keystone commercial coverage and CMS access requirements are met under 42 C.F.R.422.112. A. ENROLLMENT SECTION EN- ENROLLMENT AND DISENROLLMENT The group acknowledges that its eligible enrollees are enrolling in a Medicare Advantage or Medicare Advantage-Prescription Drug Plan and that an enrollment application form must be completed by each enrollee. B. ENROLLMENT FOR PLAN OPTION CHANGES For Group Plan Option Changes the Group is responsible for maintaining all records in a manner that can be easily, accurately and quickly reproduced. The Group must ensure that the required data elements are included in the electronic Plan Change. The Group or the Plan, as mutually agreed upon, will provide each member with written notification at least twenty-one (21) days prior to the effective date as follows: 5

1. Notification that the Group intends to enroll the individual in Keystone 65 HMO POS, (a Medicare Advantage or a Medicare Advantage Prescription Drug) plan that the Group is offering. 2. Notification that the individual may affirmatively opt out of the enrollment, the process to opt-out and any consequences of opting out under the Group s eligibility guidelines. 3. Information on the Schedule of Copayments and Limitations, an explanation of how to get more information on the POS 65 HMO plan, and an explanation on how to contact Medicare for information on other Medicare health plan options that may be available to the individual. 4. Information under the heading Read & Sign Below contained in the Employer/Union Group Health Plan Enrollment/Election Form. C. VOLUNTARY ENROLLEE DISENROLLMENT Paper Disenrollment. The Group must inform members that if they wish to voluntarily disenroll from coverage, the member must complete a disenrollment form or other written request and submit the signed form or request prior to the requested effective date of disenrollment. D. INVOLUNTARY TERMINATION OF ENROLLEE COVERAGE The Group agrees to report to the Plan any involuntary termination of an Enrollee s coverage (e.g., if the Group determines an Enrollee is no longer eligible to participate in the plan) within thirty (30) days of termination of Enrollee s coverage. The notification must be prospective (prior to the effective date of termination) and include information used to identify the correct member, the requested date of disenrollment, the designation that the disenrollment is involuntary, the reason for the disenrollment and the contact information and signature of the Group administrator sending the request. The Group or the Plan, as mutually agreed upon, will provide the Enrollee with advance notice of the termination at a minimum twenty-one (21) calendar days prior to the effective date of disenrollment. The notification must include all of the following components: 1. Notification of the Involuntary Termination. 2. Notice of other insurance options through the Plan. 3. Reason for the termination. 4. Information on other individual plan options the beneficiary may choose and how to request enrollment. 6

5. Notification that the disenrollment means that the individual, if applicable, will not have Medicare Advantage Prescription Drug coverage and the potential for lateenrollment penalties in the future. 6. Explanation on how to contact Medicare for more information about other Medicare Advantage plan options that might be available to the individual E. TIMELY SUBMISSIONS OF ENROLLMENT/DISENROLLMENT REQUESTS The Group must submit enrollment and/or disenrollment requests within seven (7) days of receipt. SECTION TE TERMINATION A. PLAN INITIATED TERMINATION OF THE GROUP CONTRACT This Contract is guaranteed renewable and cannot be cancelled as a result of the claims experience or health status of your Group. The Plan can, however, cancel or fail to renew this Contract for the following reasons: 1. Group's nonpayment of premiums, subject to the following conditions: (a) Grace Period: This Contract has a grace period of thirty (30) days. This means that if a payment is not made on or before the date it is due, it may be paid during the grace period. During the grace period the Contract will stay in force unless prior to the date payment was due the Group gave timely written notice to the Plan that the Contract is to be cancelled. (b) If the Group does not make payment during the grace period, the Contract will be cancelled effective on the last day of the grace period and the Plan will have no liability for services which are incurred after the grace period. The Group will be required to reimburse the Plan for all outstanding premiums including the premium for the grace period. 2. For fraud or misrepresentation by the Group with respect to eligibility for coverage or any other material fact; 3. When the Group has failed to comply with a material plan provision relating to employer contribution or Group participation rules; 4. Termination or non-renewal of the CMS Contract. The Plan will provide at least ninety (90) days notice. CMS requires the Plan to terminate this Contract upon termination or non-renewal of the CMS Contract. The Plan will provide the Group ninety (90) days notice before the Plan non-renews the Centers for Medicare and Medicaid Services (CMS) Contract and thereby terminates this Contract. Plan will provide the Group as 7

much notice as reasonably practical of CMS s termination or non-renewal of the CMS Contract. The notice will include the termination date for this Contract. The Group or the Plan, as mutually agreed upon, will provide each member written notification at least twenty-one (21) days prior to the effective date of cancellation. The written notification must include the following: 1. Notification of the Termination; 2. Notice of other insurance options through the Plan; 3. Reason for the termination; 4. Information on other individual plan options the beneficiary may choose and how to request enrollment; 5. Notification that the disenrollment means that the individual will not have, if applicable, Medicare Advantage Prescription Drug coverage and the potential for lateenrollment penalties in the future; 6. Explanation on how to contact Medicare for more information about other Medicare Advantage plan options that might be available to the individual. B. PLAN INITIATED TERMINATION OF THE DIRECT-BILLED ENROLLEE S CONTRACT The Plan can cancel a direct-billed Enrollee s Contract for the following reason: 1. Enrollee s nonpayment of premiums, subject to the following conditions: (a) Grace Period: This Contract has a grace period of thirty (30) days. This means that if a payment is not made on or before the date it is due, it may be paid during the grace period. During the grace period the Contract will stay in force. (b) If the Enrollee does not make payment during the grace period, the Contract will be cancelled effective on the last day of the grace period and the Plan will have no liability for services which are incurred after the grace period. The Enrollee will be required to reimburse the Plan for all outstanding premiums including the premium for the grace period. 8

C. GROUP INITIATED TERMINATION OF THE GROUP CONTRACT The Group may cancel this Contract on any Contract anniversary by giving written notice to the Plan at least thirty (30) days in advance, unless we have initiated Contract cancellation for any of the reasons stated above. In the event of a Group initiated cancellation, the Group or the Plan, as mutually agreed upon, will provide each member written notification at least twenty-one (21) days prior to the effective date of cancellation. The written notification must include the following: 1. Notification of the Involuntary Termination; 2. Notice of other insurance options through the Group; 3. Reason for the termination; 4. Information on other individual plan options the beneficiary may choose and how to request enrollment; 5. Notification that the disenrollment means that the individual will not have, if applicable, Medicare Advantage Prescription Drug coverage and the potential for lateenrollment penalties in the future; 6. Explanation on how to contact Medicare for more information about other Medicare Advantage plan options that might be available to the individual. A. PREMIUM RATES SECTION PR PREMIUM RATES AND BILLING Premium rates may be changed on January 1 of each year of this Agreement's Contract Date during any year in which this Agreement remains in effect, provided that written notice of such proposed change shall be given to the Group by the Plan on its own behalf not later than two (2) months prior to January 1. If such proposed change in rates shall not be satisfactory to the Group, the Group shall have the right, by notifying the Plan in writing not later than one (1) month prior to January 1st after receipt by it of the aforesaid notice of such proposed change, to terminate this Agreement, and such termination shall become effective as of January 1 st following the date of such notification. It is also agreed that notice of such change to the Group is notice to those Enrollees enrolled hereunder, and that payment of the new charges shall constitute acceptance of the change in premium rates. 9

B. PREMIUM SUBSIDIZATION The Group may subsidize premium amounts charged to Eligible Enrollees in accordance with CMS requirements. The Group represents and warrants that premium subsidization may vary for different classes of Enrollees provided such classes are reasonable and based on objective business criteria, but cannot be based on eligibility for Medicare Part D Prescription Drug Low Income Subsidy (LIS). The Group agrees that the premium cannot vary for individuals within a given class of Enrollees. The Group also agrees that if it provides Medicare Advantage Prescription Drug coverage, the Group cannot charge an Enrollee more than the sum of the monthly premium attributable to the Medicare Part D Prescription Drug coverage and 100% of the monthly premium attributable to non- Medicare Part D Prescription Drug benefits if applicable. The Group is required to pass through any direct subsidy payments received from CMS to reduce the amount that the Enrollee pays. C. PREMIUM BILLING If applicable, the Group will be responsible for the payment of the Total Monthly Premium per Enrollee of all Group members. The Total Monthly Premium may be less for Enrollees who qualify for LIS as defined by CMS. The Group will also be responsible for any Late Enrollment Penalty charges that Group members have been assessed by CMS. The first Contract charge is payable on the effective date of this Contract. Monthly charges are payable on the first day of each following month during the time this Contract is in effect. D. RETROACTIVE PREMIUM ADJUSTMENT The monthly charge will be determined from our records by the number of Enrollees who have been confirmed through the CMS Accretion process. Retroactive adjustments will be made for additions and terminations of Enrollees and for Enrollees who have been confirmed through the CMS Accretion process after the initial billing statement. Any refund that is owed to an Enrollee must come from the Group, unless the Enrollee is billed directly (direct-billed Enrollee) by the Plan. The Plan will only adjust the amount due of a Group and will not refund premium(s) paid to an Enrollee, unless the Enrollee is directly billed (direct-billed Enrollee) by the Plan. E. BENEFIT OF MEDICARE LOW INCOME SUBSIDY PREMIUM 1. Any premium received through the LIS must be applied first to the eligible Enrollee s share of premium. The Group may not benefit from any premium received through the LIS until the eligible Enrollee s premium is reduced to zero ($0.00). 2. If the Group offers Medicare Part D Prescription Drug coverage to LIS Enrollees, the Group is responsible for reducing up-front premium contributions by LIS Enrollees. If the employer is unable to reduce the up-front premium contribution, the Group shall directly refund to the LIS Enrollee the amount of the low-income premium subsidiary 10

up to the monthly premium contribution collected from the Enrollee within forty-five (45) days of the date the Plan receives the low-income premium subsidy amount payment for the Enrollee from CMS. 3. If the Group offers Medicare Advantage Prescription Drug coverage and the LIS Enrollee s premium is less than the monthly LIS premium amount, the Group agrees that any portion of the LIS amount above the total Medicare Advantage Prescription Drug monthly premium must be returned to CMS. The Group is required to submit this amount to the Plan, who shall directly return said amounts to CMS. SECTION PD MEDICARE PRESCRIPTION DRUG COVERAGE If the Group enrolls its Eligible Enrollees in another Plan s stand-alone 800-series Medicare Prescription Drug Plan (PDP), the Group represents and warrants that it will provide Keystone 65 HMO POS with the necessary documentation to meet CMS requirements to provide coordinated care and disease management services between the medical coverage provided by Keystone 65 HMO POS and the prescription drug coverage provided by the Group s PDP. SECTION GP GENERAL PROVISIONS A. ENTIRE CONTRACT; CHANGES This Contract with the Group Application, the individual applications, if any, of the Enrollees, the Member Evidence of Coverage, Schedule of Copayments and Limitations, and Rates or Renewals is the entire Contract between the Group and the Plan. No change in this Contract will be effective until approved by an authorized Plan officer. This approval must be noted on or attached to this Contract. No agent or representative of the Plan, other than a Plan officer, may otherwise change this Contract or waive any of its provisions. All statements made by the Group or by any individual Enrollee shall, in the absence of fraud, be deemed representations and not warranties, and no such statement shall be used in defense to claim under this Contract, unless it is contained in a written application. B. CAPITALIZED TERMS Capitalized terms used in this Contract are defined herein or have the meaning set forth in the Medicare Advantage and Medicare Prescription Drug Coverage rules (42 C.F.R. Parts 422 and 423). 11

C. MISCELLANEOUS After two (2) years from the date of issue of this Contract, no misstatements, except fraudulent misstatements made by the Applicant in the Application for such Contract, shall be used to void said Contract or to deny benefits for a claim incurred commencing after the expiration of such two (2) year period. D. MEMBER COMMUNICATIONS The Plan may send CMS required member communications without the consent of the Group. Samples of all required materials can be made available to Group for informational purposes. E. AGENCY RELATIONSHIPS The Group is the agent of the Enrollee, not the Plan. F. IDENTIFICATION CARDS The Plan will provide Identification Cards to Enrollees or to the Group. G. APPLICABLE LAW State Insurance laws, such as laws guaranteeing renewability of insurance Contracts, generally do not apply to this Contract. Such laws are preempted by the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, Pub. L. 108-173, 117 Stat. 2066. See Social Security Act 1860D-12(g) (42 U.S.C. 1395w-112(g)); accord, 42 C.F.R. 422.402, 423.440(a). The terms of this Contract and Group coverage are therefore regulated primarily by Federal law. H. MEDICARE SECONDARY PAYOR Federal law requires the Plan to identify other payers that are responsible for Enrollees medical, prescription drug, and other costs covered by the Plan and that are primary to Medicare, identify amounts payable by those payers, and coordinate benefits with those payers. Plan may bill these payers or authorize providers to bill these payers and, to the extent an Enrollee has been paid for covered goods or services by another payer, the Plan may bill the Enrollee. Upon request, Group shall provide the Plan and CMS information that Group has on Enrollees other insurance coverage for purposes of this coordination of benefits. Federal law preempts State laws and Contractual provisions that interfere with Keystone 65 HMO POS s ability to coordinate benefits in accordance with CMS guidelines. 42 C.F.R. 422.108(f), 422.402, 423.462, 423.440(a). 12

I. NOTICE Any notice required under this Contract must be in writing. Notice given to the Group will be sent to the Group's address stated in the Group Application. Notice given to the Plan will be sent to the Plan's address stated in the Group Application. Notice given to an Enrollee will be sent to the Enrollee's address as it appears on the records of the Plan or in care of the Group. The Group, the Plan, or an Enrollee may, by written notice, indicate a new address for giving notice. J. LIMITATIONS OF PLAN LIABILITY The Plan shall not be liable for injuries or damage resulting from acts or omissions of any Plan officer or Employee or of any Provider or other person furnishing services or supplies to the Enrollee; nor shall the Plan be liable for injuries or damage resulting from the dissemination of information for the purpose of claims processing or facilitating patient care. K. RIGHT TO ENFORCE CONTRACT PROVISIONS If the Plan shall choose to waive their rights under this Contract regarding a specific term or provision, it shall not be interpreted as a waiver of their right to otherwise administer or enforce this Contract in strict accordance with the terms and provisions of this Contract. L. OFFICE OF FOREIGN ASSETS CONTROL The Plan does not pay claims to providers or to Enrollees for services received in countries that are sanctioned by the United States Department of Treasury's Office of Foreign Assets Control (OFAC). Countries currently sanctioned by OFAC include Cuba, Iran, and Syria. OFAC may add or remove countries from time to time. M. INSPECTION AND AUDIT The Group shall permit CMS, HHS, the Comptroller General, or their designees, to inspect, evaluate, and audit any of Group s books, contracts, medical records, patient care documentation, documents, papers, and other records pertaining to coverage by providing records to the Plan who will submit the records to CMS. This right to inspect, evaluate, and audit shall extend ten (10) years from the expiration or termination of the Agreement or completion of final audit, whichever is later, unless otherwise required by applicable Law. 42 CFR 422.504(i)(2)(i) and 423.505(i)(2) 13

SECTION EV MEMBER EVIDENCE OF COVERAGE Subject to the Exclusions, Conditions and Limitations set forth in the attached Member Evidence of Coverage, an Enrollee is entitled to benefits for Covered Services when: (1) deemed Medically Necessary and/or Medically Appropriate; (2) covered by Medicare; and (3) billed for by a Medicare Provider. 14