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ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made as of ____________, ____ by and among ANTHEM INSURANCE COMPANIES, INC., an Indiana mutual insurance company with its principal executive offices located at 120 Monument Circle, Indianapolis, Indiana 46204-4903 (facsimile: (317) 488-6477) ("Anthem"), ASSOCIATED HOSPITAL SERVICE OF MAINE, a Maine non-profit corporation d/b/a Blue Cross and Blue Shield of Maine with its municipal executive offices located at 2 Gannett Drive, South Portland, ME 04106 (facsimile: (207) 822-7350) ("BCBS-ME"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company with a mailing address at Goodwin Square, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103 (facsimile: (860) 244-1897) (the "Escrow Agent").

WHEREAS, Anthem and BCBS-ME are parties to an Asset Purchase Agreement dated July 13, 1999 (the "Purchase Agreement"), pursuant to which Anthem is acquiring substantially all of the assets and liabilities of BCBS-ME;

WHEREAS, the Purchase Agreement provides for the payment and delivery by Anthem of money into the escrow hereby established on the date on which the transactions contemplated by the Purchase Agreement are closed, such money to be held and dealt with by Escrow Agent as herein provided;

WHEREAS, the Purchase Agreement contemplates that any portion of the Escrow Amount (as that term is defined below) which is not paid to Anthem be paid to the designee of BCBS-ME (such designee to be either an independent charitable foundation (as further defined in the Purchase Agreement, the "Foundation") or, if BCBS-ME is in the process of liquidating, its liquidating trust (the "Liquidating Trust")); and

NOW, THEREFORE, in consideration of the mutual promises and the covenants and agreements of the parties contained herein, the parties agree as follows:

Appointment of Escrow Agent; Establishment of the Escrow. Anthem and BCBS-ME hereby appoint Escrow Agent to act in accordance with the terms and provisions of this Escrow Agreement, and Escrow Agent hereby accepts such appointment on the terms and provisions of this Escrow Agreement. Simultaneously with the execution and delivery of this Agreement, Anthem is depositing with Escrow Agent the sum of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) (the "Escrow Amount"). Escrow Agent hereby acknowledges receipt of the Escrow Amount. The Escrow Amount shall be subject to the rights of Anthem and BCBS-ME pursuant to the Purchase Agreement and this Agreement. Escrow Agent shall have no duty to determine the rights of Anthem and BCBS-ME under the Purchase Agreement or to determine whether any such rights have been properly exercised.
Disbursement of Escrow Funds. Escrow Agent shall release and disburse the Escrow Funds in accordance with the provisions of this Section 2.
1. In the event and to the extent that Anthem makes a claim for the recovery of losses for an Indemnity Matter (as herein defined), Anthem shall issue or caused to be issued a notice (an "Indemnity Claim Notice") to BCBS-ME and Escrow Agent which sets forth:
  1. the fact that an Indemnity Matter has occurred;
  2. a specification of the amount of the claim;
  3. a request that Escrow Agent deliver an amount equal to such claim in immediately available funds to Anthem from the Escrow Funds (an "Indemnity Claim"); and
  4. wiring instructions for such amount.
2. Escrow Agent shall deliver to Anthem that portion of the Escrow Funds described in, and in accordance with the terms of, the Indemnity Claim Notice upon Escrow Agent's receipt of either
  1. a notice from, and executed by, Anthem and BCBS-ME or
  2. a Final Determination (as herein defined), directing Escrow Agent to make such delivery. Escrow Agent shall deliver to the Foundation or the Liquidating Trust (as designated by BCBS-ME) that portion of the Escrow Funds described in the Indemnity Claim Notice upon Escrow Agent's receipt of either
    1. a notice from, and executed by, Anthem releasing its claim or
    2. a Final Determination directing Escrow Agent to make such delivery.
3. Distributions for Indemnity Claims shall be made in cash to the extent available in the Escrow Funds, including cash derived from the liquidation of investments.
4. For purposes of this Agreement,
  1. an "Indemnity Matter" shall mean a purchase price adjustment pursuant to Section 2.07 of the Purchase Agreement, and
  2. a "Final Determination" shall mean a final judgment of a court of competent jurisdiction or an administrative agency having the authority to determine the amount of, and liability with respect to, the Indemnity Matter and the denial of, or expiration of all rights to, an appeal related thereto. Escrow Agent shall be entitled to receive and may conclusively rely upon a written confirmation from Anthem accompanying each Final Determination, to the effect that the relevant court or administrative agency had authority to determine the amount and liability with respect to the Indemnity Matter and that such court or administrative agency has rendered a final judgment for which all related rights to appeal have been denied or expired.
5. Notwithstanding anything to the contrary in this Escrow Agreement, Escrow Agent shall disburse from the Escrow Funds such amounts, to the order of such person or persons, in such manner and at such time as shall be instructed in writing jointly by an authorized officer of Anthem and BCBS-ME.
Investment of the Escrow Amount; Interest.
1. Investment. Escrow Agent shall invest and reinvest any or all of the Escrow Amount as directed in writing by BCBS-ME in any of the following, provided that all such investments shall mature and the funds invested shall otherwise be immediately available within one (1) month of the date of investment:
  1. obligations issued or guaranteed by the United States of America or any agency or instrumentality thereof;
  2. certificates of deposit or interest-bearing accounts of national banks or corporations endowed with trust powers having capital and surplus in excess of One Hundred Million Dollars ($100,000,000) (including Escrow Agent);
  3. commercial paper at the time of investment rated A-l+ by Standard & Poor's Corporation or P-1 by Moody's Investor's Service, Inc.;
  4. repurchase agreements with any bank or corporation described in clause (ii) fully secured by obligations described in clause (i); and
  5. shares of a money market fund investing only in short-term U.S. Treasury obligations or obligations backed by short-term U.S. Treasury obligations.
    If Escrow Agent does not receive investment direction from BCBS-ME, the Escrow Amount shall be invested in shares or other units of a money market fund registered under the Investment Company Act of 1940, the portfolio of which is limited to obligations of, or guaranteed by, the United States or any state or instrumentality thereof. Any such investments shall be held by or under the control of Escrow Agent and shall be deemed at all times a part of the Escrow Amount, and the interest and loss shall be charged to the Escrow Amount.
2. Payment of Interest. Any such investments shall be held by or under the control of Escrow Agent and shall be deemed at all times a part of the Escrow Funds, and the interest and loss shall be charged to the Escrow Funds. Escrow Agent shall accumulate all interest earned on the Escrow Funds until the Escrow Funds (other than Pending Claim Amounts on the Distribution Date, as those terms are defined in Section 6) have been fully distributed. Escrow Agent shall distribute the interest earned on the Escrow Funds less
  1. losses on the Escrow Funds and
  2. payment of the Escrow Agent's fees (the "Net Interest") in accordance with Section 6.
3. Taxes on Interest. All interest earned on any funds held by Escrow Agent pursuant to this Agreement shall be considered the currently reportable income of the party to which it is distributed or, if no distributions are made, of BCBS-ME. To the extent required by federal law, Escrow Agent annually shall file informational returns with the United States Internal Revenue Service. If actual distributions of interest vary from the information set forth in such informational returns, the parties will correct the returns and make any necessary payments accordingly. The parties hereto shall provide Escrow Agent with all information necessary to complete such informational returns (including without limitation information regarding the type of form). Should Escrow Agent become liable for the payment of taxes, including withholding taxes, relating to income derived from any funds held by it pursuant to this Agreement or any payment made hereunder, Escrow Agent may pay such taxes from the Escrow Amount.
4. Depreciation. Escrow Agent shall not be liable for any depreciation in the value of any investment made in compliance with this Section 3 or any loss arising from any such investment.
Agreement with Escrow Agent. To induce Escrow Agent to act hereunder, it is agreed by Anthem and BCBS-ME that:
1. Escrow Agent may act in reliance upon any instrument or signature furnished to it hereunder and which it, in good faith, believed to be genuine and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so and Escrow Agent shall have no responsibility for determining the accuracy thereof.
2. Escrow Agent may act relative hereto upon advice of counsel in reference to any matter connected herewith, and shall not be liable to any of the parties hereto, or their respective legal representatives, heirs, successors and assigns, for any action taken in good faith on the advice of counsel or for any mistake of fact or error of judgment, or for any acts or omissions of any kind taken or made in good faith unless caused by its willful misconduct or gross negligence.
3. This Agreement sets forth exclusively the duties of Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Agreement against Escrow Agent.
4. Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any portion or all of the Escrow Amount held by or delivered to it.
5. In the event that Escrow Agent is faced with inconsistent claims or demands of the parties, Escrow Agent may refuse to take further action until directed to do so by joint instruction of the parties or until Escrow Agent has received a final judgment of a court of competent jurisdiction.
6. Escrow Agent does not have and will not have any interest in the Escrow Amount but is serving only as escrow holder and has only possession thereof.
7. Escrow Agent's duties and responsibilities shall be determined only with reference to this Agreement. Escrow Agent is not charged with any duties or responsibilities in connection with any other document or agreement. Escrow Agent is not charged with any knowledge of any other document or agreement.
8. Escrow Agent may execute any of its powers or responsibilities hereunder either directly or by or through its agents or attorneys.
9. Anthem and BCBS-ME hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder, and Anthem and BCBS-ME, jointly and severally, hereby agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or reasonable expense (including reasonable attorneys' fees and expenses) incurred by Escrow Agent, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the reasonable costs and expenses of defending itself from any claim or liability; provided, however, that Escrow Agent shall not be entitled to indemnification hereunder for losses, liabilities and expenses which arise out of the willful misconduct or negligence of Escrow Agent. Anthem and BCBS-ME agree that any payments made to Escrow Agent under the indemnification obligation in the immediately preceding sentence, whether made by Anthem or BCBS-ME, are to be borne in equal amounts by Anthem and BCBS-ME, and hereby grant to each other a right of contribution to effect the same. The agreements contained in the two immediately preceding sentences shall survive despite any termination of this Agreement or the resignation or removal of Escrow Agent. Escrow Agent shall not be obligated to take any legal or other action under this Agreement which might, in its sole judgment, involve expense or liability unless it shall have been furnished with an indemnity acceptable to it. Escrow Agent may, but shall be under no duty to, institute or defend any legal proceeding which relates to this Agreement.
Resignation and Removal of Escrow Agent; Successors.
1. Escrow Agent may at any time resign or be removed by the mutual consent of Anthem and BCBS-ME. No resignation or removal of Escrow Agent and no appointment of a successor Escrow Agent, however, shall be effective until the acceptance or removal of Escrow Agent in the manner herein provided. In the event of the resignation or removal of Escrow Agent, Anthem and BCBS-ME shall in good faith agree upon a successor Escrow Agent. If Anthem and BCBS-ME are unable to agree upon a successor Escrow Agent within fourteen (14) days after receipt of a notice of resignation or removal is given, Escrow Agent may deposit the Escrow Amount with a court of competent jurisdiction. Any successor Escrow Agent shall execute and deliver to predecessor Escrow Agent, Anthem and BCBS-ME an instrument accepting such appointment and the transfer of the Escrow Amount and agreeing to the terms of this Agreement, and thereupon such successor Escrow Agent shall, without further act, become vested with all the estates, properties, rights, powers and duties of predecessor Escrow Agent as if originally named herein.
2. Any commercial banking institution or trust company with which Escrow Agent may merge or consolidate, and any commercial banking institution or trust company to which Escrow Agent transfers all or substantially all of its corporate trust business shall be the successor Escrow Agent without further act.
Distribution of Principal and Interest.
1. On the first business day after the Distribution Date (as defined below), or upon Escrow Agent's earlier receipt of written instructions executed by Anthem and BCBS-ME, Escrow Agent shall distribute to the Foundation or the Liquidating Trust (as designated by BCBS-ME) an amount equal to
  1. the amount of the then-remaining Escrow Funds, minus
  2. the sum of
    1. all Pending Claim Amounts (as defined below) and
    2. all Net Interest.
2. "Pending Claim Amounts" shall mean the aggregate dollar amount of the Escrow Funds, if any, which is the subject of one or more pending Indemnity Claims.
3. "Distribution Date" shall mean thirty (30) days from the date on which Anthem delivers the Closing Net Statutory Surplus Statement (as that term is defined in the Purchase Agreement) to BCBS-ME. Escrow Agent shall not be deemed to have notice of the Distribution Date until Escrow Agent receives a notice from Anthem or BCBS-ME notifying Escrow Agent of the occurrence of such date.
4. On the first business day after the Distribution Date, Escrow Agent shall also distribute to the Foundation or the Liquidating Trust (as designated by BCBS-ME) an amount equal to the
  1. the amount of Net Interest multiplied by
  2. a fraction the numerator for which is the amount otherwise distributed to BCBS-ME, the Foundation and/or the Liquidating Trust under this Agreement and the denominator for which is the total amount otherwise distributed to the parties under this Agreement. On the first business day after the Distribution Date, Escrow Agent shall distribute to Anthem an amount equal to the
    1. the amount of Net Interest multiplied by
    2. a fraction the numerator for which is the amount otherwise distributed to Anthem under this Agreement and the denominator for which is the total amount otherwise distributed to the parties under this Agreement. Interest on all Pending Claim Amounts after the Distribution Date shall be distributed to the party entitled to such amounts at the time of distribution of such amounts.
Fees and Expenses of Escrow Agent. In accordance with Section 3(b) hereof, Escrow Agent shall deduct
1. its annual fees (including counsel fees) as they are set forth on the attached fee schedule (which may be subject to change on an annual basis), and
2. its initial fees, from the interest which has accrued on the Escrow Amount. In the event any of Escrow Agent's fees are not deducted from accrued interest, Anthem and BCBS-ME shall be jointly and severally liable for such fees.
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered in hand or sent by facsimile and overnight delivery, postage prepaid, and addressed to the parties at the addresses and facsimile numbers first given above, to the attention of the General Counsel at Anthem and BCBS-ME and to Mark Forgetta's attention as Escrow Agent. Any party may, by notice given in accordance with this Section 8 to the other parties, designate another address or person for receipt of notice. Copies of notices shall also be sent to the parties' counsel by overnight delivery and facsimile, at the following addresses:
Counsel to Anthem:
John E. Kreitler, Esq.
Shipman & Goodwin LLP
One American Row
Hartford, CT 06103-2819
Facsimile: (860) 251-5900

Counsel to BCBS-ME:
Douglas A. Zingale, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 0211
Facsimile: (616) 542-2241
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.
Successors and Assigns. The Agreement shall be binding upon the successors and assigns of the parties.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Further Assurances. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.
Consent to Jurisdiction and Service. Anthem and BCBS-ME submit to the jurisdiction of the courts of the State of Connecticut and any federal court located in the State of Connecticut in connection with any actions or proceedings brought against any of them by Escrow Agent arising out of or in relation to this Agreement. In any such action or proceeding, Anthem and BCBS-ME hereby absolutely and irrevocably waive personal service of any summons, complaint, declaration or other process and agree that service thereof may be made by certified or registered first class mail directed to such party at its address first given above.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

ASSOCIATED HOSPITAL SERVICE OF MAINE d/b/a BLUE CROSS AND BLUE SHIELD OF MAINE

By _____________________________________

Name:

Title:

ANTHEM INSURANCE COMPANIES, INC.

By:_______________________________

Name:

Title:

STATE STREET BANK AND TRUST COMPANY, AS ESCROW AGENT

By:_______________________________

Name:

Title:

SCHEDULE OF FEES

Administration Fee $2,500

Activity/Investment Fees/ Swap Fees 40 Basis Points

Counsel Fees Billed as Incurred

Out-of-Pocket Expenses Billed as Incurred