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PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION

OF

AHS LIQUIDATING CORP.

DATED SEPTEMBER 15, 1999

ARTICLE I

Introduction

This plan of Complete Liquidation and Dissolution (the Plan of Liquidation) provides for the liquidation and dissolution of AHS LIQUIDATING CORP., formerly known as, Associated Hospital Service of Maine, d/b/a Blue Cross Blue Shield of Maine (the Corporation)

On July 13, 1999, the Corporation' Directors unanimously approved the conversion of the Corporation into a stock company under the provisions of 24 M.R.S.A. § 2301 (9-D) and the execution of an Asset Purchase Agreement with Anthem Insurance Companies, Inc., under which the Corporation agreed to transfer substantially all of its assets and liabilities to Anthem Health Plans of Maine, Inc., a wholly owned subsidiary of Anthem Insurance Companies, Inc.

In accordance with the foregoing, the Corporation has adopted a Plan of Recapitalization and Conversion and a Charitable Trust Plan which were, or will be, submitted to the Superintendent of Insurance and to the Department of the Attorney General for submission to the Superior Court.

As part of the Plan of Recapitalization and Conversion, the Corporation will change its name to AHS Liquidating Corp. and, pursuant to its Amended and Restated Certificate of Organization filed with the Secretary of State subsequent to approval by the Superintendent of Insurance and the Superior Court, the Corporation shall transfer substantially all of its assets and liabilities to Anthem Health Plans of Maine, Inc. and immediately thereafter shall proceed to wind up its affairs, liquidate and dissolve under the provisions of 24-A, M.R.S.A. § 3484 and, to the extent not inconsistent therewith, Chapter 11 of Title 13-A M.R.S.A

ARTICLE II

Definitions

Definitions as used in this Plan of Complete Liquidation and Dissolution, the following terms shall have the meanings indicated below:

Anthem means Anthem Insurance Companies, 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.

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 Certificate of Organization shall have the same meaning as the term 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.

Charitable Trust Plan means the charitable plan submitted to the Attorney General concurrent with the filing of the Plan of Conversion and this Plan of Liquidation.

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.

Corporation means AHS Liquidating Corp., formally known as Associated Hospital Service of Maine.

Foundation means the [Pine Tree Health Care] Foundation, Inc.

Liquidating Trust means the trust established for the benefit of the Foundation pursuant to Section 4.3 of this 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' Board of Directors and submitted to the Maine Superintendent of Insurance.

Plan of Liquidation means this Plan of Complete Liquidation and Dissolution of AHS Liquidating Corp. dated September 15, 1999.

3484 Trustee means the person designated by the Board of Directors of the Corporation to serve as the Trustee required by 24-A .M.R.S.A. § 3484 to wind up the affairs of the Corporation.

Transaction Expenses means the expenses associated with the Plan of Conversion, the Charitable Trust Plan, this 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 of Insurance, as provided in 5 M.R.S.A. § 194-A(4)(B).

ARTICLE III

approvals and Adoption

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

• 3.1 Approval of the Charitable Trust Plan, Etc. 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 there of, such modifications shall be satisfactory to the Corporation 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. This 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 Anthem Health Plans of Maine, Inc. (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 the Corporations' 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 the Corporation, including the stock of its two HMO subsidiaries as provided in the Asset Purchase Agreement.
• 3.6 Approval of the Plan by the Superintendent. The Plan of Conversion and the transactions contemplated thereby, including the bulk reinsurance transaction between the Corporation 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

Implementation

• 4.1 Transfer of Assets and Liabilities. In accordance with and pursuant to the terms and conditions of the Asset Purchase Agreement, the Corporation shall transfer substantially all of its assets and liabilities to Anthem Health Plans of Maine, Inc. except for the assets and liabilities excluded from such transfer as provided in the Asset Purchase Agreement.
• 4.2 Regulatory Filings and Cessation of Business. The Corporation shall file for approval this Plan of Liquidation with the Superintendent of Insurance pursuant to 24-A M.R.S.A. § 3484 as hereinafter further described and shall also file with the Maine Secretary of State a Statement of Intent to Dissolve pursuant to the provisions of 13-A Section 1103 (D). After the filing of the Statement of Intent to Dissolve, the Corporation shall thereafter cease the active conduct of its business and, as hereafter provided, shall wind up its affairs, and to the extent not otherwise provided for in the Asset Purchase Agreement, liquidate and distribute all of its assets in complete liquidation and dissolution.
• 4.3 Liquidating Trust. Approval of this Plan of Liquidation by the Foundation, as sole shareholder of the Corporation, shall constitute an authorization and direction that a liquidating trust, substantially in the form attached as Exhibit A, be established for the benefit of the Foundation to which the Foundation assigns its interest in, and to which the Corporation shall distribute, all of the Corporation' remaining assets and liabilities in complete liquidation of the Corporation, except for assets otherwise distributed in accordance with the provisions of this Plan of Liquidation. Thereafter, the Corporation shall have no interest of any character in and to any such funds or assets, and all of such funds and assets shall be held by the Trustee of the Liquidating Trust on behalf of the Foundation, subject only to the Corporation' remaining claims, liabilities and obligations.
• 4.4 Bulk Reinsurance. The Corporation shall, pursuant to 24-A M.R.S.A. § 3484(1) and 3483, provide for the disposition of all insurance in force by means of the Bulk Reinsurance Agreement provided for in the Asset Purchase Agreement.
• 4.5 Winding Up and Dissolution. With the approval of the Superintendent of Insurance, the Corporation shall designate a person to be the 3484 Trustee to administer the winding up of the Corporation' affairs prior to its dissolution. The duties of the 3484 Trustee shall include, but not be limited to, the following:
  1. Execute the duties and obligations of the Corporation set forth in the Asset Purchase Agreement.
  2. Cause the filing of the Notice of Intent to Dissolve with the Secretary of State' Office.
  3. Pay or provide for the payment of all Transaction Expenses.
  4. Pay or provide for any uncontested liabilities and expenses then known to the Corporation.
  5. Provide for and cause the distribution of the Closing Tax Reserve (as defined in the Asset Purchase Agreement) to the Liquidating Trust.
  6. Make provision for the winding up expenses of the Corporation, including, but not limited to the fees and expenses of the Board of Directors, and the fee and expenses of the 3484 Trustee and of the trustee of the Liquidating Trust.
  7. Make a preliminary distribution to the Foundation after reserving the maximum amount of fees, costs, liabilities and contingencies which the 3484 Trustee and the Corporation estimate to be necessary and reasonable under the circumstances.
  8. Cause or provide for the preparation and filing of all required tax returns, make claims for tax refunds as advised by the Corporation' accountants and challenge and defend tax audits all as contemplated in the Asset Purchase Agreement.
  9. Distribute to the Liquidating Trust for the benefit of the Foundation, as the Corporation' sole shareholder, the remaining assets, including but not limited to, tax refunds, the Corporation' interest in the Escrow Amount (as defined and provided for in the Asset Purchase Agreement) subject to any reserves, liabilities and contingencies of the Corporation.
  10. Prepare a written statement in quadruplicate under oath stating that all liabilities of the Corporation have been discharged or otherwise adequately provided for and deliver the original and three copies of such statement to the Superintendent of Insurance.
  11. Upon receipt of the approval by the Superintendent of Insurance, file one copy of such approval for recording in the Registry of Deeds in Cumberland County and retain one copy for Corporate files.
  12. File Articles of Dissolution with the Secretary of State' office
• 4.6 Trustee Authority. The 3484 Trustee of the Corporation shall be authorized, empowered and directed to execute and file all documents which are deemed necessary or advisable to carry out the purposes and intentions of this Plan including, but not limited to, the filings of information returns with the Internal Revenue Service as shall be advised by the Corporation' accountants.
• 4.7 Trusteeship. The 3484 Trustee shall have authority to engage, and be reimbursed for, consultants, accountants, attorney' and others to advise and provide services with respect to the winding up of the Corporation' affairs. The 3484 Trustee shall exercise such rights and powers vested in him or her and use the same degree of care and skill as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. The 3484 Trustee may conclusively rely on, as to the truth of the statements and correctness of the opinions expressed therein, certificates of opinions furnished to the 3484 Trustee in conforming to the requirements of Maine law, after reasonable inquiry by the 3484 Trustee, and the 3484 Trustee shall not be held liable for any error of judgment made in good faith nor shall the 3484 Trustee be liable with respect to any action taken or required to be taken by him or her in good faith. The 3484 Trustee shall be indemnified by, and receive reimbursement from, the Corporations' assets against any and all loss, liability, damage or expense which the 3484 Trustee may incur or sustain in good faith without gross negligence in the exercise and performance of any of the powers and duties of any such 3484 Trustee under this Plan. The 3484 Trustee may be advanced payments in connection with indemnification under this Section provided that the 3484 Trustee shall be given a written undertaking to repay any amount advanced to the 3484 Trustee and to reimburse the Corporation in the event that it is subsequently determined that he or she is not entitled to such indemnification. The 3484 Trustee may purchase, with assets of the Corporation, such insurance (if available at reasonable cost) as the 3484 Trustee shall determine in the exercise of the 3484 Trustee's discretion, adequately insures the 3484 Trustee to be indemnified against any such loss, liability damage or expense pursuant to this Plan or Liquidation.

EXHIBIT A

AHS LIQUIDATING TRUST

LIQUIDATING TRUST AGREEMENT

TRUST AGREEMENT made this _____day of _____________, 2000, between AHS LIQUIDATING CORP. (the Corporation), and ___________________ , and his or her successors (Trustee).

WHEREAS, the [Pine Tree Health Care] Foundation, Inc. (Shareholder) is the sole owner of all of the issued and outstanding common shares of the Corporation; and

WHEREAS, pursuant to a Plan of Complete Liquidation and Dissolution (Plan of Liquidation) previously adopted by the Board of Directors of the Corporation (the Directors) and by the Shareholder in accordance with, and pursuant to, the provisions of the Shareholder' Articles of Incorporation, the Corporation has transferred substantially all of its assets and liabilities pursuant to an Asset Purchase Agreement with Anthem Insurance Companies, Inc. dated July 13, 1999 (the Asset Purchase Agreement); and

WHEREAS, under the terms of the Plan of Liquidation, the Shareholder authorized and directed that a liquidating trust be established for the benefit of the Shareholder to which the Corporation will distribute its remaining assets from which any remaining winding up expenses, known liabilities, and any contingent liabilities of the Corporation can be discharged.

IT IS THEREFORE AGREED:

1. Purpose. The primary purpose of this trust agreement and of the appointment of the Trustee hereunder is to facilitate the complete liquidation and dissolution of the Corporation. Nothing contained herein, or in the certificates issued by the Trustee hereunder, shall be construed so as to constitute the Shareholder, or its successor in interest, as a member of an association. Further, this trust shall have no objective to continue or engage in the conduct of a trade or business. This Trust is intended to be a liquidating trust under Treasury Regulation 301.7701-4(d) and as a grantor trust under the grantor trust provisions of Subchapter J of the Internal Revenue Code of 1986, as amended (the Code).
2. Assignment. By adoption of the Plan of Liquidation, the Shareholder directed the Corporation to pay, and assigned to this Liquidating Trust all its right, title and interest in and to, a final liquidating distribution of assets of the Corporation, subject to any outstanding liabilities, which the Corporation would otherwise distribute to the Shareholder in final liquidation, which assets and associated liabilities are generally set forth in Schedule A attached hereto, to be held in trust for the benefit of the Shareholder and for the uses and purposes hereinafter stated; and the Trustee agrees to succeed to all of the right, title and interest of the Corporation in and to all of such assets and such other assets of the Corporation of any kind and character; and the Trustee hereby assumes (solely in his capacity as Trustee and not individually) all of the claims, liabilities and obligations (including unascertained or contingent liabilities and expenses) of the corporation subject however to the terms of this Agreement.
3. Certificates. The Trustee, upon receipt of the assets assigned pursuant to paragraph 2 above shall issue and deliver to the Shareholder a certificate in substantially the following form:
   This is to certify that certain property of AHS Liquidating Corp. has been assigned to the undersigned as Trustee, pursuant to a Liquidating Trust Agreement dated ______________, 2000.
   This certificate evidences a 100% interest in the property which is the subject of this Liquidating Trust Agreement.
   This certificate is issued pursuant to, and the rights of the holder hereof are subject to and limited by, the terms of the Liquidating Trust Agreement.
   This certificate shall not be transferable or negotiable, nor shall the certificate nor any rights which the holder has hereunder be encumbered or disposed of in any manner whatsoever, without the prior consent of the Trustee.
   The assignment of the property by the holder of this certificate to the Trustee is absolute and unequivocal.
   This certificate is not valid unless signed by the Trustee.
   IN WITNESS WHEREOF the Trustee has signed and sealed this certificate in _________________, Maine.
   Date: _______________________________(L.S.)
   ____________________________, Trustee
4. Trustee. The Corporation appoints ________ as Trustee under this Liquidating Trust Agreement. If a Trustee should be unable to serve as a trustee for any reason, the Shareholder shall select a successor trustee who shall serve with the same rights and responsibilities as his or her predecessor.
5. Condition of Trust. The Trustee hereby accepts the trust created by this Liquidating Trust Agreement and agrees to execute this Agreement upon the conditions hereof, including the following:
   1. The Trustee may receive compensation for the Trustee's services hereunder, which may be the subject of a separate agreement and which may be incorporated herein, and may serve without bond with the consent of the Shareholder.
   2. The Trustee shall not be personally liable for any assessments, charges, or damages, or for any obligations in carrying out or effectuating the purpose of this Liquidating Trust Agreement, provided, however, that nothing shall relieve the Trustee from liabilities arising out of the Trustee's willful misconduct, bad faith, or gross negligence.
   3. The Trustee shall not be responsible in any manner whatsoever for the validity or sufficiency of this Liquidating Trust Agreement.
   4. The Trustee shall be protected in acting upon any paper or document believed by the Trustee to be genuine.
   5. The Trustees shall not be liable for any acts or omissions of any agents or custodians elected or appointed by or acting for the Trustee if such agents or custodians are selected with reasonable care.
   6. The Trustee may consult with and engage the services of, legal counsel, accountants, appraisers, or others and any act of failure to act done or omitted in good faith in accordance with the opinion of any such persons shall create no liability on the part of the Trustee.
6. Powers of the Trustee. The Trustee shall have the following powers which shall be exercisable without consent of the Shareholder:
   1. To open depository accounts, endorse, deposit, and collect any and all notes, checks and other instruments for the payment of money that the Trustee may receive by virtue of any of the powers herein conferred upon the Trustee.
   2. To sell or transfer or otherwise dispose of property if, in the opinion of the Trustee, it is deemed necessary for carrying out the purposes of the Trust.
   3. To invest amounts received by the Trustee pending distribution, but such investment powers shall be limited to investment in demand and time deposits in banks and savings institutions, or temporary investments such as short-term certificates of deposit, Treasury bills, or short-term money market funds, unless the Shareholder otherwise agrees.
   4. To pay from trust assets debts of and claims against the Corporation which the Trustee determines are valid and to pursue through settlement or litigation those debts and claims which the Trustee determines should not be paid as presented.
   5. To incur and pay reasonable expenses, charges and liabilities for administration of the Trust, and to engage and pay such counsel, accountants, custodians and other professionals as the Trustee in the Trustee's discretion deems desirable.
   6. To sell, transfer, and dispose of all property transferred to the Trust.
   7. To carry out the terms of the Asset Purchase Agreement.
   8. To cause the preparation of, all appropriate or necessary filings of certified or other required financial statements and tax returns (and tax refund claims )as contemplated in the Asset Purchase Agreement.
   9. To receive on behalf of such Shareholder and for its benefit, liquidating distributions and other payments distributable to the Shareholder by the Corporation and to make disposition thereof in accordance with applicable law.
   10. To collect, liquidate or otherwise convert into cash any and all uncollected claims, any future installments of the purchase price for the assets of the Corporation, including, but not limited to the Escrow Amount as provided in the Asset Purchase Agreement.
   11. To negotiate and resolve outstanding issues relating to the Asset Purchase Agreement, and the Adjustments of Total Consideration contemplated in the Asset Purchase Agreement, which are not resolved prior to dissolution of the Corporation.
   12. Generally, to do everything necessary or advisable in order to carry out the purpose of this Liquidating Trust Agreement and to facilitate the dissolution of the Corporation.
7. Distributions. The Trustee shall make one or more distributions of net income or principal to the Shareholder in such amounts and at such time as the Trustee, in the Trustee's discretion, determines is reasonable, provided the principal of the Closing Tax Reserve shall not be distributed except as permitted or contemplated in the Asset Purchase Agreement. In the event the Trustee receives a distribution with respect to the Escrow Amount, as provided in the Asset Purchase Agreement, the Trustee shall determine, if, under the circumstances then known, any additional reserves are necessary or appropriate, and the Trustee shall distribute to the Shareholder all amounts so received in excess of such additional amounts to be reserved. Notwithstanding any of the provisions hereof, the Trustee may, in the Trustee's sole discretion, set aside such amounts of trust principal or income as a reserve to be used to pay future trust expenses and actual or potential liabilities. The amount of any such reserves remaining upon the termination of the Trust shall be distributed to the Shareholder upon such termination.
8. Resignation of Trustee. A Trustee may resign at any time by delivering to the Shareholder written notice of resignation, which shall be effective upon the appointment of a successor Trustee by the Shareholder. Upon the death, disability or resignation of a Trustee, the vacancy thereby occurring shall be filled by the appointment of a successor Trustee by the Shareholder. In each such case, the appointment of a successor Trustee shall become effective upon the successor Trustee' execution of a written consent to act as Trustee under the terms of this trust agreement.
9. Termination of Trust; Discharge of Trustees. Unless the Shareholder elects to continue the Trust, the Trust shall terminate two (2) years after the date the Corporation files its Articles of Dissolution with the Maine Secretary of State' Office, unless before that time claims have been made or litigation filed in court, in which event the Trust shall continue until such claims or litigation have been finally resolved. Upon termination, the remaining assets shall be distributed to the Shareholder and, upon the Shareholder' acceptance of the Trustee' final accounting of Trust assets, the Trustee shall thereupon be fully released and discharged and the Trustee's duties shall cease.
10. Construction. This agreement shall be interpreted and construed under the laws of the State of Maine.
11. Benefit. This agreement shall be binding upon the respective parties hereto, their heirs, personal representatives and assigns.

IN WITNESS WHEREOF the parties have executed this instrument as of the day and year first above written.

WITNESS:

ASH Liquidating Corp.

By:____________________________________

____________________________________

Trustee:

_______________________________________

SCHEDULE A

Assets

1. Insurance policies and other contractual residual rights not transferred pursuant to the Asset Purchase Agreement
2. Federal and State Income Tax Refunds
3. Cash and cash equivalents not otherwise distributed to the Shareholder
4. Corporation' interest in the Escrow Account
5. Closing Tax Reserve
6. All remaining Excluded Assets not previously disposed of pursuant to the Asset Purchase Agreement

Liabilities

1. Professional expenses, including trustee, legal, accounting, tax preparation, and other unpaid Transaction Expenses.
2. Federal and State Income Taxes
3. All other remaining Excluded Liabilities

Contingent Potential Liabilities