1. The above stated Recitals and all the facts and circumstances alleged therein are incorporated and made a part of this Confirmation.

     2. MHP has previously asserted claims to any and all pharmacy rebates earned and/or later accrued pursuant to the Pharmacy Benefit Services Agreement (Pharmacy Agreement) between MHP and MedImpact Healthcare Systems, Inc. (MedImpact) as the result of prescriptions being filled for current or former members under the prescription plans for current or former subsidiaries of MHP, including MI, Maxicare Life & Health Insurance Company (MLH) and Maxicare (California), which rebates are commonly referred to as MedImpact Pharmacy Rebates, or MedDividend Program Rebate Management Services (hereinafter collectively Pharmacy Rebates). The Liquidator has contested MHPs prior position as to the Pharmacy Rebates and has asserted that the MI Estate would sustain damage if MHP would persist in its position as to the Pharmacy Rebates. MHP now agrees to waive and release its claims to all Pharmacy Rebates, specifically including but not limited to the Pharmacy Rebates earned and/or later accrued pursuant to the Pharmacy Agreement as the result of prescriptions being filled for then current or former MI members under the prescription plan for MI (Indiana Rebates) and to assign and transfer all its claims to and/or interests in the Indiana Rebates to MI or third parties as designated by MI and approved by the Liquidation Court. It is, however, expressly acknowledged and agreed that MHPs waiver, release and assignment of its claims to the Pharmacy Rebates is subject to and conditioned upon: (a) the Liquidation Court approving the Joint Petition Seeking Approval for Payment, Settlement and Release of Certain Pharmacy Claims (Joint Petition) that is now being negotiated by and between the Liquidator, MedImpact, Advantage Health Solutions, Inc., Anthem Insurance Companies, Inc., M-Plan, Inc., and CVS Pharmacies, Inc. (with either no Motion to Correct Errors and/or Notice of Appeal being timely filed with respect to such approval or such Motion and/or Notice, if timely filed, resulting in a final, non-appealable Order affirming the Liquidation Courts approval of the Joint Petition); and (b) upon approval of the Joint Petition by the Liquidation Court (with either no Motion to Correct Errors and/or Notice of Appeal being timely filed with respect to such approval or such Motion and/or Notice, if timely filed, resulting in a final, non-appealable Order affirming the Liquidation Courts approval of the Joint Petition), MedImpact and MHP executing and exchanging mutual general releases of any and all claims as between them. MHP further agrees to advise the Liquidation Court that it supports the Joint Petition, including the allocation, set-off, and/or payments of the Pharmacy Rebates as described therein; provided, however, that the Liquidation Court shall be advised that MHPs support of such allocation, set-off and/or payments of the Pharmacy Rebates is specifically conditioned upon approval of the Joint Petition, as filed, and MHP thereafter receiving a general release from MedImpact. In order to so advise the Liquidation Court of MHPs support of the Joint Petition, and the conditions thereto, MHP hereby authorizes the Liquidator to file with the Joint Petition the signed letter from MHPs legal counsel, in the form attached hereto as Exhibit 1.