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A QUASI-PUBLIC CORPORATION CONDUCTING INSURANCE BUSINESS

STATE OF MAINE

AMENDED AND RESTATED

CERTIFICATE OF ORGANIZATION

AHS LIQUIDATING CORP.

WHEREAS Associated Hospital Service of Maine was formed upon filing a Certificate of Organization in the Cumberland Country Registry of Deeds on December 26, 1939, in accordance with the special act of the Maine Legislature P&SL1939, Ch 24, which Certificate has been amended from time to time through both public and private and special laws.

WHEREAS the Corporation heretofore has been regulated under the provisions of Title 24 and, to the extent specifically cross-referenced, 24-A of the Maine Revised Statutes Annotated, under which provisions the Corporation has heretofore been a nonprofit hospital and medical service organization as defined in 24 M.R.S.A. § 2301(9-D) (B) (8); and

WHEREAS under and pursuant to the terms and conditions of the Corporation' Plan of Recapitalization and Conversion (the Plan of Conversion) that complies with the provisions of 24 M.R.S.A. §2301(9-D) the Corporation shall, upon the filing of this amended and restated Certificate of Organization, be converted to a domestic stock insurer governed by Title 24-A, M.R.S.A.(the Maine Insurance Code) and Title 13-A, M.R.S.A. (the Maine Business Corporation Act); and

WHEREAS the Corporation has filed the Plan of Conversion with the Superintendent of Insurance and has filed a Charitable Trust Plan with the Attorney General, who has, in turn, filed such Charitable Trust Plan with the Superior Court for approval, all as required by 5 M.R.S.A.§194-A.(5); and

WHEREAS immediately following its conversion to a domestic stock insurer, the Corporation shall transfer its assets and its liabilities to Anthem Health Plan of Maine, Inc., a subsidiary of Anthem Insurance Companies, Inc. pursuant to a certain Asset Purchase Agreement with Anthem Insurance Companies, Inc. dated July 13, 1999 (the Asset Purchase Agreement); and

WHEREAS immediately following the transfer of the aforesaid assets and liabilities, the Corporation shall cease engaging in the business of insurance and wind up its business, liquidate, and dissolve pursuant to the Corporation' Plan of Complete Liquidation and Dissolution (the Plan of Liquidation) filed with and approved by the Superintendent of Insurance under the provisions of 24-A M.R.S.A. § 3484, and 13-A M.R.S.A. Chapter 11 as it may apply to the Corporation.

NOW, THEREFORE, pursuant to the Plan of Conversion and under the authority of 24 M.R.S.A. § 2301 (9-D), Associated Hospital Service of Maine hereby converts to a domestic stock insurer governed by the provision of the Maine Insurance Code and, to the extent that there is no conflict, by the Maine Business Corporation Act. The Corporation hereby adopts the following provisions as an Amendment and Restatement of its CERTIFICATE OF ORGANIZATION:

The name of the Corporation is AHS Liquidating Corp. and its principal location in Maine is at South Portland, Cumberland County.
The name of its Clerk, who is a Maine resident, and the registered office shall be: David E. Warren, One Portland Square, P.O. Box 586, Portland, ME 04112-0586.
1. The number of Directors constituting the Board of Directors of the Corporation shall be not less than 7 nor more than 21.
2. The names and addresses of the Directors, who shall serve as provided in the Corporation' Bylaws, are attached hereto.
3. The Board of Directors is authorized to increase or decrease the number of Directors.
There shall be one class of shares titled Common, with a par value of $1,000 per share and the number of shares authorized is 1,000, all of which shall in the aggregate have a par value of $1,000,000 and which shall not be assessable.
Meetings of the Shareholders may be held outside of the State of Maine.
There are no pre-emptive rights.
Other provisions of these Articles are as follows:
1. Pursuant to the Plan of Conversion, the Corporation shall issue to [Pine Tree Health Care] Foundation, Inc. 1,000 shares of $1,000 par value common stock for a total issued capitalization of $1,000,000. Such shares shall be issued subject to a directed irrevocable proxy as provided in Section 4.4 (b) of the Plan of Conversion.
2. The Corporation shall engage in the business of providing hospital health insurance plans and medical service plans but only until such time as the Corporation' assets are transferred in accordance with the Asset Purchase Agreement, these Articles and the Plan of Conversion.
3. The Corporation shall transfer substantially all of its assets and liabilities to Anthem Health Plans of Maine, Inc. pursuant to the Plan of Conversion, the Plan of Liquidation, and the Asset Purchase Agreement.
4. Following the transfer of its assets and liabilities pursuant to the provisions of these Articles and the Asset Purchase Agreement, the Corporation shall thereafter, as soon as reasonably practical, liquidate and dissolve pursuant to 24-A M.R.S.A. § 3484, and 13-A M.R.S.A. § Chapter 11 as it may apply to the Corporation, all as provided in the Plan of Liquidation.
5. The Board of Directors may, from time to time, may make distributions out of capital surplus to the Corporation' Shareholders, but only as permitted under the provisions of the Maine Business Corporation Act and the Maine Insurance Code and orders of Superintendent of Insurance.

Dated:________________________________________________

David E. Warren, Clerk

__________________________

Keith W. Vangeison, President

___________________________

Elizabeth O. Shorr, Secretary

DIRECTORS AND ADDRESSES

ROBERT P. CLARK
2 South Main Street
P.O. Box 779
Caribou, ME 04376-0779

DANA F. CONNORS
7 Community Drive
August, ME 04330-9412

MARY ANNE CRAWFORD
18 Mill Ridge Road
Cumberland, ME 04021

BRIAN E. DEVLIN
P.O. Box 1900
Auburn, ME 04210-1900

DUANE D. FITZGERALD
1002 Washington Street
Bath, ME 04530

MARJORIE LOVE
72 Pine Street #11
Portland, ME 04102

JOAN A. MCDONALD
513 Pool Street
Biddeford, ME 04005

MICHAEL A. MCLAUGHLIN
73 Franklin Street
Houlton, ME 04730

RICHARD L. PATTENAUDE, Ph.D.
96 Falmouth Street
P.O. Box 9300
Portland, ME 04104-9300

DAVID L. REINKE
15 Mayflower Road
Hallowell, ME 04347

JOEL B. RUSS
77 Sewall Street
Augusta, ME 04330

WILLIAM J. RYAN
1 Portland Square
P.O. Box 9540
Portland, ME 04112

JANET M. PARKER, M.D.
2 Burleigh Street
Houlton, ME 04730

JOHN J. MCCORMACK
8 Jackie' Way
Gorham, Me 04038

KEITH W. VANGEISON
2 Gannett Drive
South Portland, ME 04106-6911