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ASSOCIATED HOSPITAL SERVICE OF MAINE

CHARITABLE TRUST PLAN

DATED SEPTEMBER 15, 1999

ARTICLE I

INTRODUCTION

This Charitable Trust Plan (the Charitable Trust Plan) provides for the formation of the Pine Tree Health Care Foundation, Inc. (the Foundation),a Maine non-profit organization to be formed to receive, upon the conversion of Associated Hospital Service of Maine d/b/a Blue Cross Blue Shield of Maine (BCBSME) from a charitable non-profit hospital and medical service organization to a domestic stock insurer (the Converted Insurer), the stock of the Converted Insurer. After such conversion, the Converted Insurer will sell its assets to Anthem Health Plans of Maine, Inc. (AHPM), a wholly-owned subsidiary of Anthem Insurance Companies, Inc. (Anthem) and, upon the liquidation and dissolution of the Converted Insurer, the net proceeds of such sale of assets and all assets and liabilities of the Converted Insurer not transferred to or assumed by AHPM will be distributed to and assumed by the Foundation.

This Charitable Trust Plan is submitted to the Attorney General concurrently with the Associated Hospital Service of Maine Plan of Recapitalization and Conversion, dated September 15, 1999, submitted by BCBSME to the Maine Superintendent of Insurance pursuant to 24 M.R.S.A. §2301(9-D).

The Articles of Incorporation and the Bylaws of the Foundation are submitted to the Attorney General with this Charitable Trust Plan, and are incorporated by reference and made a part of this Charitable Trust Plan.

ARTICLE II

DEFINITIONS

Definitions as used in this Charitable Trust Plan, the following terms shall have the meanings indicated below:

• Articles means the Articles of Incorporation of the Pine Tree Health Care Foundation, Inc.
• Asset Purchase Agreement means that certain Asset Purchase Agreement dated as of July 13, 1999 between Associated Hospital Service of Maine and Anthem Insurance Companies, Inc.
• Bylaws means the Bylaws of the Pine Tree Health Care Foundation, Inc.
• Certificate of Organization means the Amended and Restated Certificate of Organization of the Corporation. For purposes of this Plan of Complete Liquidation and Dissolution, the term A Certificate of Organization @ shall have the same meaning as the term A Articles of Incorporation @ as used in Title 13-A of the Maine Revised Statutes Annotated, and Charter @ as used in Title 24-A, and vice versa.
• Closing means the consummation of the transactions contemplated in the Asset Purchase Agreement as described in Section 2.04 thereof.
• Closing Date means the date of the Closing established in accordance with Section 2.04 of the Asset Purchase Agreement.
• Closing Tax Reserve means the reserve for taxes to be established in accordance with Section 7.06 of the Asset Purchase Agreement.
• Liquidating Trust means the trust established for the benefit of the Foundation pursuant to Section 4.3 of the Plan of Liquidation.
• Plan of Conversion means the Associated Hospital Service of Maine Plan of Recapitalization and Conversion dated coincident herewith, adopted by the Corporation's Board of Directors and submitted to the Superintendent.
• Plan of Liquidation means the Plan of Complete Liquidation and Dissolution of the Converted Insurer.
• Superintendent means the Maine Superintendent of Insurance.
• Trustee or A Trustees means the person or persons designated to serve on the Board of Trustees of the Pine Tree Health Care Foundation, Inc.
• Transaction Expenses means the expenses associated with the Plan of Conversion, the Charitable Trust Plan, the Plan of Liquidation and the transactions contemplated in all such plans, including the Asset Purchase Agreement; and, including without limitations the fees and expenses of any consultants, accountants, actuaries or attorneys retained by the Corporation, by the Attorney General or the Superintendent, as provided in 5 M.R.S.A. §194-A(4)(B).

ARTICLE III

APPROVALS AND ADOPTION

This Charitable Trust Plan shall become effective when the steps set forth in this Article III have been completed:

• 3.1 Approval of the Charitable Trust Plan. The Charitable Trust Plan shall have been approved by the Superior Court in accordance with 5 M.R.S.A. § 194-A(5) and if there be any modifications thereof, such modifications shall be satisfactory to BCBSME and to Anthem; and, pursuant to the Charitable Trust Plan, the Foundation shall have been duly formed and be existing.
• 3.2 Approval of the Plan of Liquidation. The Plan of Liquidation of the Corporation shall have been approved by the Superintendent in accordance with 24-A M.R.S.A. §3484.
• 3.3 Issuance of Certificates of Authority and Approval of Transfers of Health Benefit Permits. The Superintendent shall have approved the issuance or transfer to AHPM of certificates of authority and Health Benefit Permits (as defined in the Asset Purchase Agreement) necessary to allow AHPM immediately after the Closing to continue the health insurance and health maintenance organization businesses of the Corporation without interruption.
• 3.4 Approval of Transfers of Stock and Amendments of Charters of HMO Subsidiaries. The charters of BCBSME's two HMO subsidiaries (Maine Partners Health Plan, Inc. and Central Maine Partners Health Plan, Inc.) shall have been amended, with the approval of the Superintendent, to remove all charitable purposes or obligations of such entities, in order that they may be operated as for-profit stock health maintenance organizations immediately following the Closing.
• 3.5 Form A Approvals, etc. Pursuant to 24-A M.R.S.A. §222 and 3476 and all other applicable law, the Superintendent shall have approved the acquisition by AHPM of the business of BCBSME, including the stock of its two HMO subsidiaries as provided in the Asset Purchase Agreement.
• 3.6 Approval of the Plan of Conversion by the Superintendent. The Plan of Conversion and the transactions contemplated thereby, including the bulk reinsurance transaction between BCBSME and AHPM contemplated by the Asset Purchase Agreement, shall have been approved by the Superintendent after notice and hearing in accordance with 24 M.R.S.A. §2301(9-D), 24-A M.R.S.A. §3483, and all other applicable law.
• 3.7 Satisfaction of Conditions. The conditions to closing in Article VIII of the Asset Purchase Agreement shall have been satisfied or waived in accordance with said Agreement.

ARTICLE IV

STATUTORY REQUIREMENTS

In accordance with 5 M.R.S.A. §194-A(5)(B), the Foundation meets the following requirements:

• 4.1 Newly-Formed Entity. The Foundation will be a newly-formed Maine non-profit corporation, independent of BCBSME;
• 4.2 Tax Exempt Status. The Foundation is intended to qualify for recognition as federally tax-exempt under ' 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code @
• 4.3 Control by Converted Insurer. The Foundation will not be controlled by the Converted Insurer;
• 4.4 Trustees of Converted Insurer. Under Exhibit B(G)(2) of the Foundation Articles, the Foundation may not have more than one (1) of its Trustees serve as a director of the Converted Insurer;
• 4.5 Trustees of Foundation. Under Article EIGHTH(G)(3) of the Foundation Articles, no person may serve as a Trustee of the Foundation who has been a director of BCBSME, the Converted Insurer, or any successor or affiliate of either, during the three (3) year period immediately preceding his or her appointment as Trustee of the Foundation;
• 4.6 Trustee Eligibility. As outlined in Section 4.3. of the Foundation Bylaws, the Trustees should represent the people of the State of Maine including, but not limited to, persons representing the interests of the medically uninsured or underserved populations of Maine. In furtherance of this provision, the Attorney General will appoint a Community Advisory Committee, as described under Article IX of the Bylaws, to provide nominations to the Board of Trustees. In addition, the Attorney General will solicit nominations from the general public for appointment to the initial Board of Trustees;
• 4.7 Charitable Mission. The Foundation's charitable mission, as stated in the Articles and Bylaws, is to serve Maine's unmet health care needs, particularly with regard to medically underserved and uninsured populations and to provide access to care and improve the quality of care for those populations;
• 4.8 Use of Foundation Assets. Upon the completion of the sale of assets of the Converted Insurer and the subsequent liquidation and dissolution of the Converted Insurer, the Foundation Trustees will have access to the proceeds of the sale of assets to use in order to fulfill the Foundation's mission;
• 4.9 Annual Reports. Under Article EIGHTH(E) of the Articles the Foundation is required to report annually to the Attorney General as to its charitable activities and grant-making related to the use of its assets, and a copy of such report shall be available for public inspection at the principal office of the Foundation. Such report will also be available for public inspection at the Department of the Attorney General, as required by statute;
• 4.10 Audited Financial Statements. The Foundation is required, pursuant to Article EIGHTH(F) of the Articles, to provide audited financial statements to the Superintendent and the Attorney General for all years during which the Foundation owns stock in the Converted Insurer and for five (5) consecutive calendar years after such ownership ceases;
• 4.11 Ownership of Converted Insurer. Upon the conversion of BCBSME to a domestic stock insurer, the Foundation will own all of the interest in the Converted Insurer;
• 4.12 No Grant-Making Conflicts. Pursuant to Section 13.4 of the Bylaws, the Foundation is prohibited from engaging in grant-making activities that may benefit the Converted Insurer, its affiliates, or any person who owns or controls any ownership interest in either the Converted Insurer, its affiliates, or any directors or officers of the Converted Insurer or its affiliates.

ARTICLE V

IMPLEMENTATION

• 5.1 Formation of the Foundation. Prior to the Closing, the Foundation shall have been incorporated as a charitable, non-profit organization in accordance with the Charitable Trust Plan as approved by the Superior Court, and the Community Advisory Committee and the Initial Board of Trustees shall have been appointed by the Attorney General.
• 5.2 Conversion of BCBSME to Stock Insurer; Conversion Stock Subject to Irrevocable Proxy.
  1. At the direction of the Superintendent, BCBSME shall be converted into the Converted Insurer, whose name shall be AHS Liquidating Corp. Immediately thereafter, the stock of the Converted Insurer shall be issued to the Foundation pursuant to the Plan of Conversion and 24 M.R.S.A. §2301(9-D)(E)(3).
  2. Upon its issuance, the stock of the Converted Insurer shall be subject to the requirement that it be voted unanimously in favor of (i) the Asset Purchase Agreement and the transactions contemplated thereby, and (ii) the Plan of Liquidation and the transactions contemplated thereby. In furtherance of this requirement, the Conversion Stock shall upon its issuance be subject to a directed proxy in the favor of Anthem to vote the Conversion Stock as directed in the preceding sentence. Such proxy shall be deemed coupled with an interest and shall be irrevocable.
• 5.3 Completion of the Asset Sale. At the Closing, immediately following the Conversion of Blue Cross, (i) the Converted Insurer shall (A) convey to AHPM substantially all of the assets of the Converted Insurer as provided in the Asset Purchase Agreement, and (B) perform the other obligations provided for in the Asset Purchase Agreement, and (ii) AHPM shall (A) assume substantially all of the liabilities of the Converted Insurer as provided in the Asset Purchase Agreement, (B) pay to the Converted Insurer the consideration provided in the Asset Purchase Agreement, (C) pay $17,500,000 to the Escrow Agent, (D) pay to the Liquidating Trustee the amount of the Closing Tax Reserve, and (E) perform the other obligations provided for in the Asset Purchase Agreement. Immediately thereafter, the Converted Insurer shall pay or make adequate provision for the payment of all other remaining liabilities of the Converted Insurer in accordance with the Plan of Liquidation, including the payment or adequate provision for the payment of Transaction Expenses.
• 5.4 Distribution of Funds; Liquidation and Dissolution. Immediately following the completion of the asset sale and the disposition of certain proceeds thereof as set forth in Section 5.3 of this Charitable Trust Plan, the Converted Insurer shall (A) set aside a sum sufficient to pay or make adequate provision for any and all outstanding claims or obligations, together with a reasonable reserve for expenses relating to winding up the affairs of the Converted Insurer, including filing tax returns, making claims for tax refunds, challenging tax audits, and otherwise winding up the business and affairs of the Converted Insurer, and (B) then authorize the distribution to the Foundation as the sole shareholder of the Converted Insurer of the balance of the net proceeds of the sale pursuant to the Asset Purchase Agreement and any other assets of the Converted Insurer. Thereupon, pursuant to the Plan of Liquidation, the Converted Insurer shall pay the sum referred to in clause (A) of the preceding sentence to the Liquidating Trustee, who will act pursuant to the Plan of Liquidation, and implementing documents as contemplated thereby, and the Converted Insurer shall then proceed to wind up, liquidate and dissolve the Converted Insurer pursuant to 24-A M.R.S.A. '3484 and the Plan of Liquidation.

ARTICLES OF INCORPORATION

EXHIBIT A

(to Articles of Incorporation of Pine Tree Health Care Foundation, Inc.)

1. Exempt Purpose. The Corporation is organized and shall at all times be operated exclusively for charitable, educational and non-profit purposes as a tax exempt organization organized under the laws of the State of Maine with all such powers as are authorized to non-profit corporations by the Maine Non-Profit Corporation Act. The primary activities of the Corporation shall be:
   1. To serve the unmet health care needs of the State of Maine, particularly with regard to medically uninsured and underserved populations;
   2. To provide access to care and to improve the quality of care for the medically uninsured and underserved populations of the State of Maine;
   3. To conduct such other activities and/or business and for all other purposes that may be lawfully carried on or performed by a corporation formed under the Maine Non- Profit Corporation Act, as amended.

      The Corporation's programs and grants should give priority to supporting activities aimed to achieve measurable improvements in the access to health care of citizens of the State of Maine, and particularly to achieve measurable improvements in the access to health care by medically uninsured and underserved populations of the State of Maine.

2. Non-Exempt Activities Prohibited. Notwithstanding any other provision of these Articles, this Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under ' 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code") or the corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under '170(c)(2) of the Code.
3. Compliance With Charitable Trust Plan.
   1. The Corporation shall execute any and all documents that may be required (i) in order to comply with any Order issued by the Maine Superior Court in conjunction with a Charitable Trust Plan, dated September 15, 1999, and a Plan of Recapitalization and Conversion of Associated Hospital Services of Maine, dated September 15, 1999, approved by the Superintendent of Insurance, all pursuant to 5 M.R.S.A. §194-A, and (ii) in order to carry out the transactions contemplated by said Plans.
   2. The shares of any converted stock insurer owned wholly or in part by the Corporation shall be voted as provided in such Charitable Trust Plan and Plan of Recapitalization and Conversion in favor of the Asset Purchase Agreement between Anthem Insurance Companies, Inc. and Associated Hospital Services of Maine, dated July 13, 1999 (the Asset Purchase Agreement @ and transactions contemplated thereby, and the Plan of Complete Liquidation and Dissolution of AHS Liquidating Corp., dated September 15, 1999, (the Plan of Complete Liquidation and Dissolution), all pursuant to 24-A M.R.S.A. §3484 and 13-A M.R.S.A. Chapter 11, to transfer assets and to dissolve such converted stock insurer all pursuant to 24-A M.R.S.A. § 3484 and 13-A M.R.S.A. Chapter 11 (governing dissolutions);
   3. The Corporation shall execute any other documents required to consummate the Asset Purchase Agreement and the transactions contemplated thereby, and the Plan of Complete Liquidation and Dissolution; and
   4. The Corporation shall take any other action that may be necessary to effectuate the provisions hereof.

EXHIBIT B

(to Articles of Incorporation of Pine Tree Health Care Foundation, Inc.)

ARTICLE EIGHT

Other provisions of these Articles:

1. Tax Exempt Status.
   1. It is intended that the Corporation shall be entitled to exemption from federal income tax under ' 501(c)(3) of the Code and shall not be a private foundation under '509(a) of the Code. Notwithstanding any other provision of these Articles, the Corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from federal income tax which the Corporation may receive under ' 501(c)(3) of the Code and contributions to which a deduction may be claimed under ''170 (c)(2) and 2055(a)(2) of the Code.
   2. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; provided that the Corporation shall have the power to make an election under ' 501(h) of the Code. Likewise, no substantial part of the activities of the Corporation shall be the provision of "commercial-type insurance" within the meaning of ' 501(m) of the Code. Furthermore, the Corporation shall not engage in any activities that are unlawful under applicable federal, state or local laws.
   3. The Corporation is not organized for pecuniary profit and shall not have any capital stock. All the assets and income of the Corporation shall be used exclusively for its charitable, scientific, and educational purposes. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its Trustees, officers, or other private persons; provided, however, that nothing contained herein shall be construed to prevent the payment by the Corporation of the reasonable compensation and expenses to Officers and employees of the Corporation for services rendered.
2. Dissolution. If this Corporation be dissolved or its legal existence terminated, either voluntarily or involuntarily, or upon final liquidation of the Corporation, none of its assets shall inure to the benefit of any private individual, and all of its assets remaining after payment of all of its liabilities shall be distributed to one or more organizations which the Board of Trustees then determines is qualified both as an exempt organization under § 501(c)(3) of the Code, and as an organization engaged in activities substantially similar to those of the Corporation (within the meaning of 13-B, M.R.S.A. §407), with the prior approval of the Maine Attorney General and Maine Superior Court. Upon dissolution of the Corporation, and after payment of its just debts and liabilities, all remaining assets shall be distributed exclusively to (a) an exempt organization under § 501(c)(3) of the Code, or (b) to the extent such assets are not distributed in accordance with clause (a) above, such organizations as specified by the Board of Trustees, upon approval of the Maine Attorney General and Maine Superior Court, and subject to the limitations provided for herein.
3. No Discrimination. The Corporation shall be an equal opportunity employer, and shall not discriminate on the basis of age, race, religion, color, creed, sex, financial status, handicap or national origin:
   1. in the persons served, or in the manner of service; or
   2. in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; or
   3. in the membership of the Board of Trustees.
4. Conflicts of Interest. In accordance with 5 M.R.S.A. § 194-A (5) (B) (7), the Board of Trustees shall adopt procedures and policies to prohibit conflicts of interest, including those associated with grant-making activities that may benefit any for-profit entity owned by the Corporation, the affiliates of any such entity, any person who owns or controls any ownership interest in such entity or its affiliates, and any directors or officers of such entity or its affiliates.
5. Annual Report. The Corporation shall report annually to the Maine Attorney General, pursuant to 5 M.R.S.A. § 194-A (5) (B) (4), as to its charitable activities and grant-making relating to the use of its assets; a copy of such report shall be available for public inspection, during normal business hours, at the principal office of the Corporation.
6. Audited Financial Statements. Pursuant to 5 M.R.S.A. § 194-A (5) (B) (5), at all times when the Corporation owns stock in a converted stock insurer, and for five (5) consecutive calendar years after any such ownership ceases, the Corporation shall provide audited financial statements on a calendar-year basis, and any other reports as may be required, to the Maine Superintendent of Insurance and the Maine Attorney General at such time and in such manner as the Superintendent or the Attorney General prescribes.
7. Trustee Matters.
   1. The Trustees of the Corporation shall be Directors for purposes of the Maine Non-Profit Corporations Act.
   2. The Corporation shall not have more than one (1) of its Trustees serve at any time as a director of a domestic stock insurer owned wholly or in part by the Corporation.
   3. No person shall serve as a Trustee of the Corporation who has been a director or officer of Associated Hospital Services of Maine, AHS Liquidating Corp., or any successor or affiliate of either, during the three (3) year period immediately preceding his or her appointment as Trustee of the Corporation.
   4. The Corporation shall have a Board of Trustees representing the people of the State of Maine including, but not limited to, persons representing the interests of the medically uninsured and underserved populations of the State.
   5. Any Trustee, acting alone, is authorized to take all actions necessary to carry out the intent of the Charitable Trust Plan, the Plan of Complete Liquidation and Dissolution and the Asset Purchase Agreement, and the transactions contemplated thereby.
   6. The Trustees shall exercise their powers and discharge their duties in good faith with a view to the interests of the Corporation, as provided in 13-B M.R.S.A. § 716.
8. References. Each reference in these Articles of Incorporation to a Section in the Internal Revenue Code or the Maine Non-Profit Corporation Act shall be deemed to include a reference to such code or such act as the same may hereafter be amended and to be the corresponding provision of any such future United States Internal Revenue or Maine-Profit Corporation Act, as the case may be.
9. Non-Competition.
   1. For a period of ten (10) years after the sale of assets of Associated Hospital Services of Maine (BCBS-ME) to Anthem Insurance Companies, Inc., (the Purchaser), (the Restricted Period), the Corporation shall not (i) engage, directly or indirectly, in any business anywhere in the world that supplies products or services of the kind supplied by BCBS-ME (the Business) as of the closing date of such sale (the Closing Date), or, without the prior written consent of Purchaser, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, or participate in or be connected with, as a partner, stockholder, consultant or otherwise, any person that competes with Purchaser or the Business in supplying products or services of the kind supplied by the Business as of the Closing Date, provided, however, that, for the purposes of this provision, ownership of securities having no more than five percent (5%) of the outstanding voting power of any competitor which are listed on any national securities exchange or traded actively in the national over-the-counter market shall not be deemed to be in violation of this provision so long as the person owning such securities has no other connection or relationship with such competitor, or (ii) lend money, render financial or other assistance or make grants, donations and contributions for the purpose of competing with the Purchaser or the Business in supplying products or services of the kind supplied by the Business as of the Closing Date.
   2. For the Restricted Period, the Corporation shall not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that supplies products or services of the kind supplied by the Business: (i) call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Business with which the Business had any dealings prior to the Closing Date, (ii) take away or interfere or attempt to interfere with any custom, trade, business or patronage of Purchaser or the Business, (iii) request any present or future provider, employer, subscriber, or members of the business to curtail or cancel their participation or business with Purchaser or its affiliates, (iv) discuss with any such provider, subscriber or member any aspect of the arrangement between the provider, employer, subscriber or member and Purchaser or its affiliates, (v) interfere with or attempt to interfere with any officers, employees, representatives or agents of Purchaser or the Business, or hire, or induce or attempt to induce any of them to leave the employ of Purchaser or violate the terms of their contracts or any employment arrangements, with Purchaser, (vi) solicit, canvas or accept any business for or on behalf of any third party engaged in a business which competes with any aspect of Business, or (vii) be a party to any act which would divert, diminish, or prejudice the Business or the goodwill or business of Purchaser or its affiliates.
   3. The Restricted Period shall be extended by the length of any period during which either the Business or the Corporation is in breach of the terms of this provision.
   4. Notwithstanding the foregoing, this provision shall not be interpreted to restrict the activities of the Corporation to the extent that such activities include the support of any program to fund insurance or otherwise provide healthcare to individuals or groups for whom access to commercial health insurance is problematic by reason of cost, availability, or other barriers; provided, however, that the provision of any third party administration, insurance or other similar service components of the Corporation' activities has not been awarded to another party without affording Purchaser an opportunity to bid competitively to provide the same.
10. Indemnification. The Corporation shall indemnify and hold harmless the Purchaser and its Affiliates (as defined under Article I of the Asset Purchase Agreement, officers, directors, employees, agents, successors, and assigns, for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including, without limitation, by reason of any action brought or otherwise initiated by any of them), arising out of or resulting from (1) the Excluded Liabilities, as defined under section 2.02 of the Asset Purchase Agreement, or (2) a material breach of any covenant of Associated Hospital Services of Maine to be performed after the Closing Date. To the extent that these undertakings may be unenforceable, the Corporation shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all losses incurred by Purchaser.
11. Assumption of Obligations. Effective at the Closing Date, the Corporation, without further act, shall be bound by such terms of the Asset Purchase Agreement applicable to it and shall assume the obligations of Seller (as defined under such Asset Purchase Agreement) thereunder, including, without limitation, the obligations of non-competition and non-solicitation imposed pursuant to such Asset Purchase Agreement.
12. Amendment. Any amendment to these Articles of Incorporation shall be made by the adoption of such amendment at a meeting of the Board of Trustees upon receiving the favorable vote of three-quarters (3/4) of the Trustees then in office; provided, however, that the Articles may not be amended in such a way as to cause the Corporation to lose its status (i) as a corporation which is exempt from federal income taxation as an organization described in § 501(c)(3) of the Code, or (ii) as a Corporation to which contributions are deductible under § 170(c)(2) of the Code, or (iii) as a corporation described in § 170(b)(11)(A)(vi) of the Code; and provided, further, that Section A of Exhibit A hereof may not be amended without prior approval of the Maine Attorney General and the Maine Superior Court; and provided, further, that no amendment to Section C of Exhibit A or Sections I, J, K or L of Exhibit B hereof shall be permitted.

ARTICLE I

GENERAL

• Section 1.1. Name. The name of the Corporation shall be PINE TREE HEALTH CARE FOUNDATION, INC.
• Section 1.2. Location of Corporation. The Corporation shall have its principal place of business at ____________________________, Portland, Maine.
• Section 1.3. Seal. The Corporation may adopt a circular seal with the Corporation' name, the year of its organization and the word Maine inscribed on it. The seal may be used by causing it or a facsimile of it to be impressed or affixed or in any manner reproduced. A corporate seal may be adopted at any time by act of the Board of Trustees in accordance with these Bylaws.
• Section 1.4. Registered Office. The Registered Office of the Corporation is c/o David E. Warren, Verrill & Dana, LLP, One Portland Square, Portland, ME 04112-0586. The address of the Registered Office may be changed from time to time by the Board of Trustees or by the Registered Agent.
• Section 1.5. Registered Agent. The Registered Agent of the Corporation is the person designated in the Articles of Incorporation, as amended from time to time by the Board of Trustees.

ARTICLE II

PURPOSES

• Section 2.1. General Purposes. The Corporation is organized and shall be operated on a non-profit basis to:
  1. Serve the unmet health care needs of the State of Maine, particularly with regard to medically uninsured and underserved populations;
  2. Provide access to care and to improve the quality of care for the medically uninsured and underserved populations of the State of Maine.

  The Corporation§s programs and grants shall support activities aimed to achieve measurable improvements in the access to health care of citizens of the State of Maine, and particularly to achieve measurable improvements in the access to health care by medically uninsured and underserved populations of the State of Maine.

  In order to determine the best use of the assets of the Corporation, the Corporation shall, within one hundred eighty (180) days following the appointment of the Initial Trustees (as defined under Section 4.4) and periodically thereafter, but no less frequently than every five (5) years, complete a needs assessment with guidance from the Community Advisory Committee (as defined under Article IX).

  Without limiting the generality of the foregoing purposes, the Corporation' programs and grants are intended to supplement, and not supplant, the activities of government. In furtherance of its stated purposes, the Corporation shall seek opportunities to collaborate with other non-profit organizations or governmental entities, as well as solicit guidance from the Community Advisory Committee.

• Section 2.2. Powers. This Corporation shall have all such powers as are authorized to non-profit corporations by the Maine Non-Profit Corporations Act. The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status (i) as a corporation which is exempt from federal income taxation as an organization described in § 501(c)(3) of the Internal Revenue Code of 1986, as amended, or successor provision of federal tax law (the Code), or (ii) as a corporation contributions to which are deductible under § 170(c)(2) of the Code.
• Section 2.3. Prohibition of the Inurement of Assets and Income to Private Persons. The Corporation is not organized for pecuniary profit and shall not have any capital stock. No part of its net earnings or of its principal shall inure to the benefit of any officer or Trustee of the Corporation, or any other individual, partnership or corporation, but reimbursements for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.
• Section 2.4. Dissolution. If this Corporation is dissolved or its legal existence terminated, either voluntarily or involuntarily, or upon final liquidation of the Corporation, none of its assets shall inure to the benefit of any private individual, and all of its assets remaining after payment of all of its liabilities shall be distributed to one or more organizations which the Board of Trustees then determines is qualified both as an exempt organization under § 501(c)(3) of the Code, and as an organization engaged in activities substantially similar to those of this Corporation (within the meaning of 13-B M.R.S.A. § 407) upon approval of the Maine Attorney General and the Maine Superior Court..
• Section 2.5. Tax Exempt Status. It is intended that the Corporation shall have and continue to have the status of a corporation which is exempt from federal income tax under § 501(a) of the Code as an organization described in § 501(c)(3) of such Code, and to which contributions are deductible under '§ 170(c)(2) , 2055(a)(2) and 2522(a) of the Code which is other than a private foundation as defined in § 509(a) of the Code. The Articles of Incorporation and these Bylaws shall be construed accordingly, and all powers and activities shall be limited accordingly.

  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; provided that the Corporation shall have the power to make an election under § 501(h) of the Code. Likewise, the Corporation shall not participate or intervene in any manner or to any extent in any political campaign on behalf of any candidate for public office. Furthermore, the Corporation shall not engage in any activities that are unlawful under applicable federal, state or local laws, including, but not limited to, activities prohibited for an exempt organization under § 501(c)(3) of the Code and regulations thereunder as they now exist or as they may hereafter be amended.

• Section 2.6. Amendment. No provision of this Article II may be amended without the prior approval of the Maine Attorney General and the Maine Superior Court.

ARTICLE III

MEMBERSHIP

• Section 3.1. No Membership. This Corporation shall have no members.

ARTICLE IV

BOARD OF TRUSTEES

• Section 4.1. Management by Board. The affairs of the Corporation shall be managed by its Board of Trustees, which may exercise all powers of the Corporation and do all lawful acts and things necessary or appropriate to carry out the purposes of the Corporation.
• Section 4.2. Number of Trustees. The number of Trustees shall be not less than nine (9) nor more than fifteen (15) and shall be fixed within the foregoing limits by the Board at its annual meeting or at any meeting held in lieu thereof.
• Section 4.3. Eligibility. Any adult person who supports the charitable purposes of the Corporation is eligible to become a Trustee. In furtherance, and not in limitation of the generality of the foregoing provision, Trustees should be selected so that as a whole they represent the geographic, ethnic, gender, age, socioeconomic and other factors that the Board considers to represent the diversity of the population of the State of Maine, and shall include persons representing the interests of the medically uninsured and underserved populations of the State. In addition, Trustees should have the qualifications and qualities recommended by the Council on Foundations, including, without limitation:
  1. interest in and concern for the Corporation and its fields of operation;
  2. a broad perspective on health care and society in general;
  3. objectivity and impartiality;
  4. special skills among the Trustees in asset management, philanthropic administration, community leadership and involvement in health:
  5. a capacity for arriving at and accepting group decisions;
  6. willingness and ability to commit time and thought to the Corporation' affairs;
  7. the ability to recognize the validity of opposing arguments and temper the ideal with what is realistic;
  8. commitment to the Corporation as a whole and not to a special interest; and
  9. moral sensitivity to the act of giving and to the need for giving.
• Section 4.4. Initial Trustees Election. The Initial Board of Trustees (the Initial Trustees) shall be appointed by the Attorney General of the State of Maine, after first soliciting nominations from the general public and from the Community Advisory Committee. In appointing the Initial Trustees, the Attorney General shall be governed by the eligibility standards set forth in Section 4.3 hereof.
• Section 4.5. Trustees Term of Office. For purposes of providing staggered terms of office only, the Initial Trustees shall be divided into three (3) classes, which will, as nearly as possible, result in one-third (1/3) of the terms of Trustees expiring in each year. Each Trustee shall serve for the term of office specified in the vote by which such Trustee was elected until his or her successor is duly elected and appointed, unless he or she sooner resigns or is removed. Approximately one-third (1/3) of the Trustees shall be elected each year at the Annual Meeting, for a term of three (3) years, beginning at the close of said Annual Meeting.

  Trustees shall be limited to serving no more than two (2) consecutive terms; provided, however, up to one-third (1/3) of the Trustees serving at any one time may serve up to two (2) additional consecutive terms (for a total of up to twelve (12) consecutive years of service to the corporation), upon the recommendation of the Nominating Committee and with notice to the Maine Attorney General.

• Section 4.6. Vacancies. Any vacancy occurring on the Board of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees, with thirty (30) days written notice to the Attorney General. A person appointed to fill a vacancy which occurs other than by reason of an increase in the number of Trustees shall serve until expiration of the term that would have been served had the vacancy not occurred.
• Section 4.7. Removal of Trustees. The Board of Trustees may suspend or remove a Trustee at any time, with or without cause by a two-thirds (2/3) affirmative vote of the Board, with thirty (30) days written notice to the Maine Attorney General.
• Section 4.8. Resignation. Any Trustee may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect on the date of receipt or at any later time specified therein.
• Section 4.9. Compensation. Trustees as such shall not receive any stated salaries for their services, but by resolution of the Board of Trustees, the expenses of attendance, if any, may be allowed for attendance at each regular or Special Meeting of the Board.

ARTICLE V

MEETINGS

• Section 5.1. Annual Meeting. The Board of Trustees shall meet annually in a public place for the purpose of electing the class of Trustees then standing for election or reelection as the case may be, for electing officers of the Corporation, and for the transaction of such other business as may come before the meeting. The Annual Meeting shall be held on such day in the month of _____________ of each year and at such time and place as shall be designated by the Board of Trustees; provided, however, the Annual Meeting shall be open to the public and shall be held at such time and in such a place that members of the public of the State of Maine may reasonably attend if they wish. Notice of the occurrence of the Annual Meeting shall be published in two (2) or more newspapers of statewide circulation, at least thirty (30) days, but no more than forty five (45) days, in advance of such Annual Meeting.
• Section 5.2. Regular Meetings. Regular meetings of the Board of Trustees may be held on such notice, or without notice, and at such time and at such place as may from time to time be determined by the Board of Trustees.
• Section 5.3. Special Meetings. Special Meetings of the Board of Trustees may be called by the President of the Corporation on his or her own motion or upon written request of a majority of the Trustees, and held not less than three (3) nor more than thirty (30) days after such notice is given to each Trustee, either personally, by mail or by telephone.
• Section 5.4. Waiver. Whenever under the provisions of the statutes, Articles of Incorporation or these Bylaws notice is required to be given to any Trustee, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or Special Meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting unless required by law or these Bylaws.
• Section 5.5. Telephonic Meetings. The Trustees may hold a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence of the Trustee at such meeting. Notice of such meeting shall give each Trustee the telephone number at which, or other manner in which, he or she will be called.
• Section 5.6. Manner of Acting. Except as specified by law or these Bylaws, the Board of Trustees shall act by a majority vote of the Trustees present in person or by proxy at any duly called and held meeting of the Board of Trustees at which a quorum is present. Each Trustee shall have one (1) vote.
• Section 5.7. Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of Trustees, the Trustees present thereafter may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business shall be transacted which might have been transacted at the meeting as originally notified.
• Section 5.8. Conduct of Meeting; Record of Meetings. The President of this Corporation, or in his or her absence, the Vice President or, in his or her absence, the Treasurer, or, in his or her absence, any Trustee chosen by the Trustees present, shall call meetings of the Board of Trustees to order and shall act as the presiding officer for the meeting. The Secretary, or if he or she does not participate in the meeting, one of the Trustees designated by the Board participating in the meeting, shall keep a record of the meeting.
• Section 5.9. Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Trustees may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Trustees then serving, and filed with the minutes of the meetings of the Board of Trustees.
• Section 5.10. Informal Action by Trustees. Action of the Trustees may be taken in accordance with the provisions of Section 708 of the Maine Non-Profit Corporations Act, Title 13-B M.R.S.A. In amplification of, and not in limitation of the foregoing, action taken by agreement of a majority of Trustees shall be deemed action of the Board of Trustees if all Trustees know of the action taken and no Trustee makes prompt objection to such action. Objection by a Trustee shall be effective if written objection to any specific action so taken is filed with the Secretary of this Corporation within thirty (30) days of such specific action.

ARTICLE VI

OFFICERS AND AGENTS

• Section 6.1. Officers. The officers of the Corporation shall be a President, a Vice-President, a Treasurer and a Secretary and such other officers as the Board of Trustees may from time to time designate.
• Section 6.2. Election of Officers. The Board of Trustees shall choose annually the officers of the Corporation, all of whom must be Trustees.
• Section 6.3. Other Officers and Agents. The Board of Trustees may appoint such other officers and agents as it shall deem necessary. Such officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Trustees.
• Section 6.4. Compensation. The compensation, if any, of all officers and agents of the Corporation shall be fixed by the Board of Trustees.
• Section 6.5. Term of Officers. The officers of the Corporation shall hold office until their successors shall have been elected and qualified. Any officer elected or appointed by the Board of Trustees may be removed with or without cause at any time by an affirmative vote of a majority of the Board of Trustees. Any vacancy occurring in any office of the Corporation shall be filled by vote of the Trustees.
• Section 6.6. President. The President of the Corporation shall be elected from among the members of the Board of Trustees and shall, when present, chair all meetings of the Board of Trustees. He or she shall inform himself or herself concerning all affairs of the Corporation and see that the duties of the officers and employees of the Corporation are properly discharged; that the Bylaws of the Corporation are observed; and that all statements and returns required by law are made; and he or she shall assume such share in the management of the Corporation's business as the Trustees may determine. The President shall appoint such committees as he or she deems necessary, subject to the approval of the Trustees. The President shall perform all duties incident to the office of the President.
• Section 6.7. Vice President. The Vice President shall perform such duties as are assigned to him or her by the President and the Board. In the absence of the President, he or she shall perform the duties of that office.
• Section 6.8. Treasurer. The Treasurer shall be elected from among the members of the Board of Trustees. The Treasurer shall have charge and custody of and be responsible for all corporate funds and securities; keep full and accurate accounts of receipts and disbursements and books belonging to the Corporation; and deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Trustees. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the President and the Board of Trustees at its regular meetings or when the Trustees shall require, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall provide a bond in such sum and with such surety or sureties as the Board of Trustees shall determine. The Treasurer shall perform such other duties as are incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Trustees.
• Section 6.9 The Secretary. The Secretary shall be elected from among the members of the Board of Trustees and shall attend all meetings of the Board of Trustees and record all its proceedings in a book kept for that purpose. He or she may give, or cause to be given, notice of all Trustees' meetings and shall perform such other duties as may be prescribed by the Board of Trustees or by the President. The Secretary may certify all votes, resolutions and actions of the Board. The Secretary shall also keep a register of the post office address and telephone numbers of each Trustee; and ensure that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; and be the custodian of the corporate records. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Trustees.

ARTICLE VII

EXECUTIVE DIRECTOR

• Section 7.1 Authority. The Board of Trustees shall select and employ a professionally trained Executive Director, the qualifications of whom shall be determined by the Board of Trustees, in its discretion and upon the advice of such counsel as it shall seek, from time to time.
• Section 7.2. Responsibilities. The Executive Director shall be responsible for administering the Corporation' programs and activities in accordance with policies and objectives established by the Board of Trustees. The Executive Director shall have the authority to employ all members of the staff in accordance with position classifications, duties and qualifications established by the Board of Trustees, and shall act as liaison between the Board of Trustees and the staff. The Executive Director shall annually submit a budget for the next fiscal year and shall report at the Annual Meeting on the past year§s activities.

ARTICLE VIII

COMMITTEES

• Section 8.1. Committees. In addition to the standing committees described under this Article VIII, The Board of Trustees may establish such committees as it deems appropriate to assist and recommend in the management of the Corporation.
• Section 8.2. Composition. Except as otherwise provided herein, committees shall consist of at least three (3) Trustees, one of whom shall be the chairperson of such committee. The President shall annually appoint the members of each committee, subject to the approval by the Board of Trustees, unless the Board of Trustees specifies by resolution an alternative method of naming members of the committees. Committees, other than the Executive Committee, may have members who are not Trustees.
• Section 8.3. Executive Committee. The Executive Committee shall be comprised of the President, the Vice President, the Treasurer and the Secretary and such additional Trustees, up to three (3) in number, as determined by the President, with the approval of the Board of Trustees. The President of the Board of Trustees shall serve as the chairperson of the Executive Committee. The Executive Committee shall meet on the call of the President or the Executive Director or at the request of any two (2) members of the Committee. The Executive Committee shall have the authority of the Board of Trustees for the management of the Corporation between meetings of the Board of Trustees, except as it may be limited by the resolutions of the Board of Trustees.
• Section 8.4. Nominating Committee. The Nominating Committee shall be comprised of at least two (2) Trustees and at least one (1) Member of the Community Advisory Committee. The Nominating Committee shall prepare and submit recommendations to the Board of Trustees for election at the annual meeting, a slate of nominees for Trustees of the Corporation and a slate of nominees for officers of the Board, taking into consideration the standards outlined under Article IV hereof, and with notice to the Maine Attorney General. Such slate of nominees shall be submitted to the Board of Trustees and the Maine Attorney General at least thirty (30) days prior to the date of the annual meeting of the Corporation. Prior to the expiration of the term of each Trustee, provided that such Trustee has not indicated his or her desire to resign from the Board at the expiration of such term and that the Trustee is not disqualified from consideration for other reasons, the Committee shall conduct an evaluation of such Trustee' performance on the Board of Trustees. If the Committee determines that a Trustee should not be renominated, the Committee shall forward that recommendation to the Executive Committee. If the Executive Committee concurs, it shall notify the Trustee of such decision in writing. If the Executive Committee disagrees, the Nominating Committee and the Executive Committee shall jointly determine, by majority vote of all Committee Members voting on the matter, whether the Trustee should be nominated for reelection.
• Section 8.5. Finance Committee. The Finance Committee shall be comprised of the Treasurer of the Corporation, who shall serve as its chairperson, and such other Trustees and such other persons as the President may appoint, subject to approval by the Board of Trustees. The Finance Committee shall (i) review the annual budget prepared by the Executive Director; (ii) oversee the preparation of the audited financial statements of the Corporation; and (iii) oversee the investment of the Corporation' assets.
• Section 8.6. Program/Grant Committee. The Program/Grant Committee shall monitor the administration of all program activities of the Corporation, and shall provide recommendations to the Board of Trustees with respect to grant-making activities.
• Section 8.7. Other Committees. The Board of Trustees, by resolution adopted by a majority of the full Board of Trustees, may designate and appoint from among its members one (1) or more committees for such terms and purposes as the Board of Trustees deems appropriate. Each such committee shall only have such powers as specifically delegated to the committee by said resolution, and members of such committees shall be removed with or without cause whenever it is determined by the Board of Trustees to be in the best interest of the Corporation.
• Section 8.8. Terms of Committee Members. Unless another or different term is specified at the time of election or appointment to a committee, the election or appointment to any committee of the Board shall continue to the next following Annual Meeting of the Board of Trustees.

ARTICLE IX

COMMUNITY ADVISORY COMMITTEE

• Section 9.1. Purpose. As soon as possible after the approval by the Maine Superior Court of that certain Charitable Trust Plan, dated September 15, 1999, pursuant to 5 M.R.S.A. § 194-A, the Attorney General shall establish a Community Advisory Committee, the purpose of which shall be to (i) provide a slate of nominees to the Board of Trustees within sixty (60) days of the Annual Meeting of the Corporation; and (ii) provide guidance to the Trustees concerning the conduct of periodic needs assessments.
• Notwithstanding the foregoing provision, the Community Advisory Committee shall submit a slate of nominees as Initial Trustees to the Attorney General.
• Section 9.2. Appointment; Number and Qualifications; Terms of Members. Initial members (the Members) of the Community Advisory Committee shall be appointed by the Attorney General and shall serve until the election of their successors. The number of Members of the Community Advisory Committee shall be not less than fifteen (15) nor more than thirty (30) and shall be fixed within the foregoing limits by the Committee at its annual meeting or at any
• meeting held in lieu thereof. In choosing Members, the Attorney General shall be guided by the principals contained in Section 4.3. hereof; provided, however, at least one-third (1/3) of the Members shall represent the interests of the medically underserved and uninsured populations of the State of Maine, and at least one-third (1/3) of the Members shall have expertise in the field of health care, particularly with respect to the medically underserved and uninsured populations of the State of Maine.
• For purposes of providing staggered terms of office only, the Members shall be divided into three (3) classes, which will, as nearly as possible, result in one-third (1/3) of the terms of Members expiring in each year. Each Member shall serve for the term of office specified in the vote by which such Member was elected until his or her successor is duly elected and appointed, unless he or she sooner resigns or is removed. Approximately one-third of the Members shall be elected each year at the Annual Meeting, for a term of three years, beginning at the close of said Annual Meeting. The Members shall designate a Chairperson at each annual meeting to serve a term of one (1) year.
• Section 9.3. Vacancies. Any vacancy occurring on the Community Advisory Committee may be filled by the affirmative vote of a majority of the remaining Members, after thirty (30) days written notice to the Attorney General. A person appointed to fill a vacancy which occurs other than by reason of an increase in the number of Members shall serve until expiration of the term that would have been served had the vacancy not occurred.
• Section 9.4. Removal of Members. The Community Advisory Committee may suspend or remove a Member at any time, with or without cause by a two-thirds (2/3) affirmative vote of the Members.
• Section 9.5. Resignation. Any Member may resign at any time by giving written notice to the Chairperson of the Community Advisory Committee. Such resignation shall take effect on the date of receipt or at any later time specified therein.
• Section 9.6. Compensation. Members as such shall not receive any stated salaries for their services, but by resolution of the Board of Trustees of the Corporation, the expenses of attendance, if any, may be allowed for attendance at each regular meeting of the Members.
• Section 9.7. Meetings. The Community Advisory Committee shall meet at least annually.
• Section 9.8. Amendment. No provision of this Article IX shall be amended without the prior approval of the Maine Attorney General and the Maine Superior Court.

ARTICLE X

FINANCES

• Section 10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer(s) or person(s) as the Board of Trustees may from time to time designate.
• Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end on _______________ unless otherwise fixed by resolution of the Board of Trustees.

ARTICLE XI

INVESTMENT/SPENDING POLICY

• Section 11.1. Investments. The Trustees shall adopt an investment policy based upon the principles of preservation of capital and long-term growth. The Trustees may adopt an investment policy based upon a total return concept, where appreciation in the value of assets may be taken into account in determining the asset base against which distributions are measured.
• Section 11.2. Annual Expenditures. Notwithstanding anything to the contrary contained herein, the Trustees may expend an amount greater than two (2) times the annual distribution required of foundations under § 4942 of the Code, including any distribution upon dissolution of the Corporation, only with the prior written approval of the Maine Attorney General and the Maine Superior Court. This provision may not be amended by the Trustees without the prior written approval of the Maine Attorney General and the Maine Superior Court.
• In developing a spending policy the Board shall take into account the principals of preservation of capital and long-term growth and shall consider the perpetual nature of the Corporation.
• ARTICLE XII

LIABILITY; INDEMNIFICATION

• Section 12.1. Trustees and Agents. The individual property of the Trustees, officers, employees or agents of the Corporation shall not be held liable for the debts of the Corporation.
• Section 12.2. Indemnification of Trustees and Officers. To the fullest extent permitted by law, the Corporation shall in all cases indemnify any existing or former Trustee, officer, or registered agent of the Corporation who was or is a party (or is threatened to be made a party) to any threatened or pending action, suit, or other proceeding by reason of the fact that he or she is or was a Trustee, officer, employee, or agent of the Corporation (or is or was serving at the request of the Board as a director, officer, trustee, partner, fiduciary, employee, or agent of another entity), or by reason of his or her conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys' fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such proceeding.
• Section 12.3. Indemnification of Employees and Agents. The Corporation may (but except as provided in Section 12.2 above shall not be required to) indemnify any other person who was or is a party (or is threatened to be made a party) to any threatened or pending action, suit, or other proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation (or is or was serving at the request of the Corporation as a Trustee, officer, trustee, employee, partner, fiduciary, or agent of another entity), or by reason of his or her conduct in any such capacity, against expenses actually and reasonably incurred by him or her in connection with such proceeding. Such indemnification shall be subject to any restrictions imposed by applicable law or by the Board in its discretion.
• Section 12.4. Advance Payment of Expenses. In its discretion the Board may, on such conditions as it deems appropriate, authorize the Corporation to pay or reimburse costs of investigation, attorneys' fees, and other expenses incurred by a person entitled to reimbursement under this Article, even in advance of the final disposition of the proceeding in question.
• Section 12.5. Nonexclusive Remedy; Benefit. The rights provided by this Article shall not be deemed exclusive of any other right of indemnification or payment provided by contract, the Articles, vote of Trustees, or otherwise. Any right of indemnity or payment arising under this Article shall continue as to a person who has ceased to hold the office or position in which such right arose; shall inure to the benefit of his or her heirs, executors, and administrators; and shall survive any subsequent amendment of this Article.
• Section 12.6. Insurance. The Corporation may, at the discretion of the Board of Trustees, purchase and maintain insurance on behalf of the persons described in Sections 12.2 and 12.3 against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person under the laws of the State of Maine.

ARTICLE XIII

CONFLICTS OF INTEREST

• Section 13.1. Statement of Potential Conflicts. Prior to taking his or her position on the Board of Trustees, and annually thereafter, each Trustee shall submit in writing to the President of the Board of Trustees a list of all businesses and other organizations of which he or she is an officer, Trustee, trustee, member, owner (either as a sole proprietor or a partner), a shareholder, employee or agent with which the Corporation has, or might be expected to have, a relationship or a transaction in which the Trustee might have a conflicting interest. Each written statement will be resubmitted annually with any necessary changes. The President and the Board of Trustees shall become familiar with the statements of all Trustees in order to guide the conduct of the Board of Trustees should such a conflict arise.
• Section 13.2. Conduct of Meetings of the Board of Trustees When a Conflict Exists. At such time as any matter comes before the Board of Trustees which involves or may involve a conflict of interest, the affected Trustee shall make known the potential conflict, whether disclosed by his or her written statement or not. Such Trustee shall answer any questions that might be asked of him or her and shall disclose all material facts. At the request of the President, such Trustee shall withdraw from the meeting for so long as the matter shall continue under discussion.
• Section 13.3. Effect of Conflict. The Trustees of the Corporation may be interested, directly or indirectly, in any contract, transaction or act relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter into transactions, or otherwise act for or on behalf of the Corporation in such matters; provided that (i) the direct or indirect interest of the Trustee in the proposed contract, transaction or act shall first be disclosed to and approved by the Board of Trustees, (ii) any Trustee directly or indirectly interested in the contract, transaction or act shall refrain from voting on the matter, and (iii) no contract, transaction or act shall be entered into or taken on behalf of the Corporation if such contract, transaction or act would jeopardize the Corporation's tax-exempt status under § 501(c)(3) of the Code.
• Section 13.4. No Grant-Making Conflicts. Pursuant to the requirements of 5 M.R.S.A. § 194-A(B)(1)(7), the Corporation shall be prohibited from engaging in grant-making activities that may benefit a converted stock insurer, its affiliates, any person who owns or controls any ownership interest in either a converted stock insurer or its affiliates and any directors or officers of a converted stock insurer or its affiliates.

ARTICLE XIV

MISCELLANEOUS

• Section 14.1. Amendments. Except as otherwise provided herein, these Bylaws may be amended or repealed or new Bylaws adopted by the Trustees at an Annual or Special Meeting, upon receiving the favorable vote of three-quarters (3/4) of the Trustees then in office; provided that the notice of the meeting and of the substance of the proposed change to the Bylaws is given in accordance with the procedures and time requirements specified in Section 14.2 hereof; and, further provided that the Bylaws may not be amended in such a way as to cause the Corporation to lose its status (i) as a corporation which is exempt from federal income taxation as an organization described in § 501(c)(3) of the Code, or (ii) as a corporation to which contributions are deductible under § 170(c)(2) of the Code, or (iii) as a corporation described in § 170(b)(1)(A)(vi) of the Code.
• Section 14.2. Notice. Whenever under the provisions of the statutes, Articles of Incorporation or these Bylaws notice is required to be given to any Trustee or to the Maine Attorney General, such notice must be given in writing by personal delivery, by mail or by telephone, addressed to such Trustee, or to the Attorney General as the case may be, at his or her address as it appears on the records of the Corporation, with postage or other delivery fees prepaid, or at his or her telephone number as it appears on the records of the Corporation. Notice by mail shall be deemed to be given at the time it is deposited in the United States Mail.

ATTEST:____________________________ DATE:______________________

Secretary