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ANTHEM INSURANCE COMPANIES, INC.

(f/k/a ASSOCIATED INSURANCE COMPANIES, INC.)

INTER-COMPANY SERVICES AGREEMENT

This Agreement is entered into by and among Anthem Insurance Companies, Inc., a corporation duly organized and existing under the laws of the State of Indiana, and its subsidiaries named below. Such subsidiaries are hereinafter referred to as "Affiliates."

W I T N E S S E T H

WHEREAS, it has been a long-standing practice for each Affiliate to provide services in the area of its expertise for another Affiliate; and

WHEREAS, as part of that long-standing practice, the Affiliate providing such service is reimbursed solely for the costs and expenses which it has incurred or a reasonable charge by the Affiliate receiving such service; and

WHEREAS, it is in the interests of economy, efficiency and sound business practice for the Affiliates to continue to provide such services for each other in a manner consistent with this long-standing practice;

NOW, THEREFORE, it is agreed among the Affiliates as follows:

Participants. Each Affiliate who, subject to any required regulatory approval, executes a counterpart of this Agreement shall be a participant in the group of Affiliates ("Group") and shall be entitled to provide and receive inter-company services in accordance with the provisions of this Agreement.
Cost of Services Provided. Whenever any Affiliate performs a service for the benefit of another Affiliate, the Affiliate rendering such service shall be reimbursed:
1. solely for the actual costs and expenses which it incurs in providing such service by the Affiliate receiving such service; or
2. on a reasonable charge basis. Such reimbursements shall be due upon receipt of a statement for the services rendered.
Allocation to Insurance Companies. Whenever an Affiliate involved in a transaction covered by this Agreement is an insurer, the expenses incurred and payments received shall be allocated to that Affiliate in conformity with customary insurance accounting principles consistently applied.
Books, Accounts and Records. The books, accounts, and records of each Affiliate shall be maintained in such a manner that they clearly and accurately disclose the nature and extent of all transactions covered by this Agreement.
Right to Audit. Each Affiliate shall have the right to examine the pertinent records with respect to the services performed or received. Such examination shall be limited to the regular business hours and place of business of the Affiliate whose records are to be reviewed.
Term. This Agreement shall become effective July 1, 1991, and shall continue indefinitely subject to the termination provisions hereinafter recited. It supersedes any prior agreement among the parties covering the same subject.
Termination. This Agreement may be terminated by any Affiliate upon ninety (90) days' prior written notice to Anthem Insurance Companies, Inc. and to any Affiliate with respect to which the terminating Affiliate is then performing or receiving services.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned Affiliates, by their authorized officers, have executed this Agreement as of the dates indicated.

Anthem Insurance Companies, Inc.

Date:_______1-2-92_______ By: /s/ ______________________________________

Title: _____________________________________

Anthem Companies, Inc.

Date:_______1-2-92_______ By: /s/ ___________________________________

Title: _____________________________________

Anthem Life Insurance company

Date:_______1-2-92_______ By: /s/ ____________________________________

Title: _____________________________________

Other signature pages are omitted for brevity.

Anthem HEALTH PLAN

OF Maine, Inc.

Date____________________ By: ______________________________________

Title: _____________________________________