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CODE OF REGULATIONS

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PHA GROUP BENEFIT ASSOCIATION

(as amended and restated February 6, 2004)

ARTICLE I

PURPOSE OF THE ASSOCIATION

The purpose of the PHA Group Benefit Association (the "Association" (which was formerly known as the PHA Group Insurance Association)) is to establish and maintain a fund for the purpose of providing health and other welfare benefits to designated employees of Participating Members, and to such employee's dependents and designated beneficiaries, and to set aside amounts for such purposes. Any of such benefits as the Board of Directors shall determine, may be provided in whole, or in part, on either a self-insured basis, or through one or more group insurance policies.

The fiscal year of the Association shall be June 1 through May 31.

ARTICLE II

CONTROL BY BOARD OF DIRECTORS

The Board of Directors shall exercise control (within the meaning of Section 1.501(c)(9)-2(c)(3) of the Income Tax Regulations) of the Association. Upon execution of these Code of Regulations, the Board of Directors shall determine, in its discretion, which benefits to provide under the employee health and welfare benefit plans (the "Plans") to be offered to designated employees of its Participating Members, and shall determine the portion of such benefits to be provided by Participating Member contributions and the portion to be provided by insurance, if any.

ARTICLE III

PARTICIPATION OF MEMBERS

3.1 Submission of Participation Agreement. Each active Member in the Physicians Hospital Alliance, an Ohio non-stock membership corporation, shall be eligible to participate in the Association and the Plans. An active Member shall become a "Participating Member" hereunder by submitting to the Board of Directors such properly executed documents as shall be required by the Board of Directors or its designate.

3.2 Selection of Specific Benefits. A Participating Member may decide which benefit programs offered under the Plans will be extended to its employees. The Participating Member shall enroll its designated employees in the specific benefit programs that it selects for its employees upon the happening of all of the following:

(A) Written application by the Participating Member to the Board of Directors;

(B) Acceptance of the application by the Board of Directors; and

Thereupon, such employees shall be deemed Covered Employees for purposes of the Association.

3.3 Premiums Required of Participating Members.

(A) Each Participating Member shall remit to the Board of Directors for contribution to the Association a premium equal to its share of the projected obligation of the Plan's employee welfare benefit liability, administrative expenses (including any statutory reserves required of the Association under Ohio Revised Code Chapter 1739), and other costs incurred under the Plans by the Association, as determined by the Board of Directors, or by a third-party administrator and approved by the Board of Directors. Such premium amount may be adjusted by the Board of Directors according to the claims experience of each Participating Member in accordance with generally acceptable actuarial principles.

(B) Each Participating Member shall pay such premiums for each Plan year at such times as are established by the Board of Directors.

3.4 Liability of Participating Members.

(A) A Participating Member shall be liable for all legal obligations of the Association, including any obligations to pay claims arising out of any occurrence, incident, or accident covered under sections 1739.01 to 1739.22 of the Ohio Revised Code, in proportion to the ratio of the total number of Covered Employees employed by the Participating Member on the first day of the month that the obligation arose to the total number of Covered Employees employed by all Participating Members of the Association at the time the obligation arose. The Board of Directors can assess a Participating Member for such Member’s share of the legal obligations of the Association at any time the Board determines, in its sole discretion, that the financial integrity of the Association so requires.

(B) Notwithstanding the foregoing, Section 3.4(A) hereof applies only to the extent that the total legal obligations of the Association exceed the amount of any separate reserve fund that is established by the Board of Directors for the Association for payment of the legal obligations of the arrangement, provided the fund consists only of amounts in excess of the minimum reserves required under section 1739.11(A) of the Ohio Revised Code.

ARTICLE IV

TERMINATION OF PARTICIPATION BY PARTICIPATING MEMBERS

4.1 Voluntary Termination. A Participating Member desiring to terminate voluntarily its participation in the Association may do so by giving no less than thirty days' written notice to the Board of Directors. Except as Section 4.2 hereof, such voluntary termination shall be approved by the Board of Directors upon a finding that the Participating Member is in good standing with respect to its contributions under Article III hereof, that both the Participating Member and the Association have met all the requirements of sections 1739.01 to 1739.22 of the Ohio Revised Code and any rules adopted by the Ohio Department of Insurance pursuant to such sections, and that the Participating Member has complied with all the requirements of this Association as of the proposed effective date of termination.

4.2 Involuntarily Termination. The Board of Directors may involuntarily terminate a Participating Member's participation in the Association upon a finding by the Board, after notice is given in accordance with Section 4.3 hereof, that the Participating Member has done any of the following:

(A) Failed to comply with the requirements of sections 1739.01 to 1739.22 of the Revised

Code;

(B) Failed to comply with the terms and conditions of this Association;

Association;

(D) Otherwise failed to discharge its obligations to the Association when due.

4.3 Notice of Proposed Involuntary Termination. If the Board of Directors proposes to involuntarily terminate a Participating Member's participation under the Association, it shall give the Participating Member written notice stating the time when the termination is effective, which time shall not be less than fifteen (15) days from the date of the notice or any longer period as may be specified by rule of the Ohio Department of Insurance. Notice may be delivered in person, or sent by certified mail to the last address of record of the Participating Member. In the Board of Directors’ discretion, the notice may or may not be accompanied by a tender of the unearned premium paid by the Participating Member, calculated on a pro rata basis. If the tender is not made simultaneously with the notice, it shall be made within fifteen days after notice of termination, unless an audit or rate investigation by the Ohio Department of Insurance of such other governing body is required, in which case the tender shall be made as soon as practicable after completion of such audit or investigation.

4.4 Post-termination Liability. Any Participating Member that terminates its membership or is involuntarily terminated from membership in the Association pursuant to Sections 4.1 or 4.2 hereof, shall remain liable for all obligations of the Association incurred during its membership therein in proportion to the ratio of the total number of Covered Employees employed by the Participating Member at the time of termination to the total number of Covered Employees employed by all Participating Members of the Association at the time of termination.

ARTICLE V

BOARD OF DIRECTORS

5.1 Number and Qualification. As soon as administratively practicable after the execution of these Code of Regulations, the Board of Directors shall be recomposed. Thereafter, the Board of Directors shall consist of twelve (12) voting Directors. The twelve (12) Directors shall be individuals elected by the Participating Members. To be eligible to serve as one of twelve Directors, the individual must be employed by a Participating Member.

5.2 Election and Tenure of Office.

(A) As soon as administratively practicable after the execution of these Code of Regulations, the Participating Members shall elect four Directors who shall serve for one year; four Directors who shall serve for two years; and four Directors who shall serve for three years, or until their successors are duly elected and qualified. Thereafter, the twelve Directors who are elected by the Participating Members shall be elected by the Participating Members for a term of three (3) years, or until their successors are duly elected and qualified. The election of Directors shall, at the discretion of the Board of Directors, occur at the Annual Meeting of the Members of the Physician Hospital Alliance (the "Annual Meeting"), or be conducted by mail ballot. If conducted by mail ballot other than in connection with an Annual Meeting, the election shall be concluded, and the ballots counted, not less than forty-five (45) days after written notice of the election is mailed to the Participating Members in accordance with Sections 2.13(b) and (c) of the Amended and Restated Code of Regulations of the Physician Hospital Alliance, dated August 3, 2001. Each Participating Member shall have one vote in any election of Directors. The term of newly elected Directors shall begin immediately after election or appointment.

(B) Upon the initial constitution of a twelve person Board of Directors, the Directors shall elect from among their number a Chairman and a Secretary of the Board. Thereafter, the Chairman and the Secretary of the Board shall be elected every two years by the Directors, and each such officer of the Board of Directors shall hold office until his successor is chosen and qualified, or until he shall sooner die, resign, become disqualified, or be removed from office.

5.3 Vacancies. Any vacancies among the Directors due to death, disqualification, removal or resignation of Directors, may be filled by the affirmative majority vote of the remaining (even though less than a quorum) Directors. Such election shall occur (i) at a Special Meeting of the Board of Directors to be held within 90 days of the vacancy, (ii) at the Regular Meeting of the Board of Directors, if the date of such Regular Meeting is less than 90 days after such vacancy, or (iii) by mail ballot. A Director elected to fill a vacancy shall be elected for the unexpired term of such Director's predecessor in office.

5.4 Removal. Upon the vote of three-fourths of Participating Members at an Annual Meeting or Special Meeting of the Physician Hospital Alliance (within the meaning of Sections 2.11 and 2.12 of the Amended and Restated Code of Regulations of the Physician Hospital Alliance (dated August 3, 2001), the Participating Members may remove, with or without cause, any of the Directors. In every such intended removal for cause, a notice of the meeting (prepared in accordance with Section 2.13 of the Amended and Restated Code of Regulations of the Physician Hospital Alliance, (dated August 3, 2001), at which such action is to be considered shall be provided to the affected Director, who shall be given reasonable notice of the grounds for removal and the opportunity to be heard.

5.5 Resignation. Any Director may resign by delivering his written resignation to (i) the Chairman of the Board or (ii) to Board of Directors itself at any meeting thereof. Every resignation shall, unless otherwise specified therein, take effect and be deemed accepted upon its receipt.

5.6 Meetings. Regular meetings of the Board shall be held at such times and at such places as the Board may determine from time to time. Special meetings of Board may be held whenever called by the Chairman, or by a majority of the Directors who shall have signed and filed their call with the Secretary. Subject to proper notice, such meeting may be held at any time and place. Minutes of the meetings shall be prepared by the Secretary, and copies of such minutes shall be distributed to each of the Director.

5.7 Notice. At least five (5) days before the date of each special meeting of the Board, written notice thereof shall be (1) delivered personally or by confirmed facsimile transmission or confirmed electronic mail, or (ii) mailed postage prepaid to each Director at his address last entered on the records of the Association. Such notice shall specify the time, place and purposes of the meeting. No call or notice shall be required for regular meetings of the Board; except, however, that notice of the time and place of the first regular meeting following determination by the Directors of the time and place for such meeting shall, in the manner specified above in this Section 5.7 for special meetings, be given to every Director absent during such determination.

5.8 Waiver of Notice. Notice of the time, place and purposes of any meeting of the Board may be waived in writing, either before or after the holding of such meeting, by any Director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Director at any such meeting protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting.

5.9 Quorum. A majority of the Directors shall constitute a quorum at every meeting of the Board. Whether of not a quorum shall be present, any meeting of the Board, by a majority of the votes cast upon the question in accordance with Section 5.10 herein, may be adjourned to a specific time and place, and as so adjourned, the meeting may be held provided that that at least three (3) days before the date of the adjourned meeting the Board of Directors shall provide notice thereof to each Director pursuant to Section 5.7

5.10 Action By Vote. Each Director shall have one vote at every meeting of the Board. When a quorum is present at any meeting, a majority of the Directors present and voting, shall be required to decide every question, unless otherwise provided by law or these Code of Regulations.

5.11 Action by Writing. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all Directors shall consent in writing to such action and file their consents with the records of the Board meetings. Such consents shall be treated for all purposes as a vote at a meeting.

5.12 Presence Through Communications Equipment. Unless otherwise provided by law, Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

5.13 Committees.

(A) The Board shall designate from among the Directors a Nominating Committee that shall be charged with proposing a slate of Directors for election by the Participating Members at the annual meeting of the Corporation and nominees to fill Director vacancies. A majority of the members of the Nominating Committee shall be a quorum, may determine its action, and may fix the time and place of its meetings. Candidates for nomination as Directors shall disclose any actual or potential conflicts of interest that, if elected as Director, may result from their concurrent status as directors or officers of organizations or entities in direct competition with the Association, but any such actual or potential conflicts of interest shall not disqualify such individuals from service as a Director if duly elected following such disclosure.

(B) The Chairman of the Board may establish such other committees as the Chairman deems necessary. The Board of Directors shall designate by resolution and to the extent permitted by law, one or more Directors and other persons who are not Directors to serve on any such committees and shall specify the duties and authority of the committees. The Board may at any time change the number of, or replace members of, any such committee, fill vacancies or discharge any such committee. A majority of the members of any such committee shall be a quorum, may determine its action, and may fix the time and place of its meetings, unless the resolution authorizing such committee shall otherwise provide. Committee members may be compensated in such reasonable amounts as may be determined from time to time by the Board of Director. Minutes of such committees shall be available to any Director. Any member of any committee who is not an ex-officio member may be removed with our without cause by the Board. In every such intended removal for cause, the notice of the meeting at which such action is to be considered shall so state and the affected committee member shall be given reasonable notice of the grounds for the removal and an opportunity to be heard.

5.14 Fees and Expenses. The Directors shall not be paid any compensation for services rendered to the Association. However, the Directors shall be reimbursed for any reasonable expenses, including reasonable counsel and accounting fees, incurred by the Board of Directors in the administration of the Association. Such expenses shall be paid from the Association's funds. All taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws upon, or in respect of, the Association or the fund held thereunder shall be paid by the Board of Directors from the Association's funds.

ARTICLE VI

BOARD OF DIRECTORS' DUTIES

6.1 Powers and Duties of the Board. The operations, affairs, funds and other property of the Association shall be directed and managed by the Board of Directors, which except as otherwise provided by law or these Code of Regulations, shall have, exercise, and discharge all powers and duties of the Association. The Board of Directors shall do all of the following:

(A) Invest and reinvest funds held by it in accordance with section 3925.08 of the Ohio Revised Code;

(B) Collect and disburse all money due or payable;

necessary for the operation of the Association and the Plans;

(D) Employ and contract with banks, corporate trustees, insurance agents, and insurers

authorized to do business in Ohio;

(E) Employ third-party administrators;

(F) Contract with any person or any agency of the state of Ohio or of a political subdivision for the use of services or facilities necessary, useful, or incidental to the operation of the Association or the Plans;

(G) Employ legal counsel;

(H) Execute contracts necessary or incidental to the operation of the Association and the Plans;

(I) Pay dividends, with the approval of the Ohio Department of Insurance, or to levy

assessments on its Members at any time the Board determines, in its sole discretion, that the financial integrity of the Association so requires;

(J) Purchase bonds and insurance necessary to comply with requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as amended, and sections 1739.01 to 1739.22 of the Ohio Revised Code, and rules adopted by the Ohio Department of Insurance pursuant to such sections;

(K) Perform such other acts, not inconsistent with sections 1739.01 to 1739.22 of the

Ohio Revised Code or other laws of the state of Ohio.

6.2 Discharge of Responsibilities. The Board of Directors shall discharge its duties under this Association solely in the interest of the employees covered under the Plans and their dependents and for the exclusive purpose of providing benefits to such persons and defraying reasonable expenses of administering the Association, with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and by diversifying the investments of the Association so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, all in accordance with the provisions of this Association insofar as they are consistent with the provisions of ERISA, as this Association and ERISA may be from time to time amended; but the duties and obligations of the Board of Directors as such shall be limited to those expressly imposed upon it by this Association notwithstanding any reference herein to the Plans, or the provisions thereof.

6.3 Consultation and Indemnification. The Board of Directors may consult with counsel and the Board of Directors shall not be deemed imprudent by reason of its taking or refraining from taking any action in accordance with the opinion of counsel. The Association agrees, to the extent permitted by law, to indemnify and hold the Board of Directors harmless from and against any liability that the Board of Directors may incur in the administration of the Association, unless arising from the Board of Directors' own willful breach of the provisions of this Association. The Board of Directors shall not be required to give any bond or any other security for the faithful performance of its duties under this Association, except such as may be required by a law which prohibits the waiver thereof.

6.4 Insurance. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, employee or other agent of the Association, against any liability asserted against and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.

6.5 Accounts and Records. The Board of Directors shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions hereunder as may be required by Treas. Reg. Section 1.501(c)(9)-5. The books and records of the Association shall be kept at the principal office of the Association which shall be located in the Association’s principal offices, and such books and records shall be open at all reasonable hours to inspection by any Participating Members or Directors for any reasonable and proper purpose.

ARTICLE VII

PLAN ADMINISTRATOR

7.1 Appointment of Plan Administrator. The Board of Directors shall have the responsibility and authority to appoint and/or remove a Plan Administrator for the Association. Any person or entity so appointed shall signify acceptance by filing written acceptance with the Board of Directors. Upon the resignation or removal of any individual or entity performing the duties of Plan Administrator, the Board of Directors shall designate a successor Plan Administrator.

7.2 Powers and Duties of Administrator. The primary responsibility of the Plan Administrator shall be to administer the Association and the Plans for the exclusive benefit of participants and their beneficiaries.

7.3 Establishment of Funding Policy. The Plan Administrator shall be responsible for recommending to the Board of Directors a funding policy for the Association consistent with the purposes of the Plans and the requirements of applicable law, as may be appropriate from time to time. The Board of Directors, or its delegate, shall be responsible for establishing and carrying out such a funding policy, and exercising its investment discretion so as to provide sufficient cash assets in an amount determined by the Plan Administrator, under the funding policy then in effect, to be necessary to meet the liquidity requirements for the administration of the Plans.

ARTICLE VIII

RECEIPT OF CONTRIBUTIONS

The Board of Directors shall receive any contributions paid to it in cash or in the form of such other property as it may from time to time deem acceptable and which shall have been delivered to it. All contributions so received, together with the income therefrom and any other increment thereon shall be held, invested, reinvested and administered by the Board of Directors pursuant to the terms of the By-Laws of this Association without distinction between principal and income.

ARTICLE IX

PAYMENTS FROM TRUST FUND

9.1 Payments Directed by Plan Administrator. The Board of Directors shall from time to time at the Plan Administrator's direction make payments out of the Association's funds to the persons or entities to whom such monies are to be paid in such amounts and for such purposes as may be specified in the Plan Administrator's directions. To the extent permitted by law, the Directors shall be under no liability for any payment made pursuant to the direction of the Plan Administrator. Any direction of the Plan Administrator shall constitute a certification that the distribution or payment so directed is one which the Plan Administrator is authorized to direct.

9.2 Impossibility of Diversion. It shall be impossible at any time for any part of the Association's funds to be used for, or diverted to, purposes other than to provide the benefits contemplated under the Plan for the exclusive benefit of covered employees and their dependents, except that any taxes and administration expenses for which the Association is liable may be made from the Association's funds, as provided for herein.

ARTICLE X

AMENDMENT AND TERMINATION

10.1 Amendment. Any or all of the provisions of the Code of Regulations of this Association may be amended at any time and from time to time, in whole or in part, by an instrument in writing executed by a majority of the Participating Members. No such amendment shall authorize or permit any part of the Association's funds (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the employees and their dependents; no such amendment shall cause or permit any portion of the Association's funds to revert to or become the property of the Association, the Physician Hospital Alliance, or the Participating Members.

10.2 Termination. This Association may be terminated at any time by by an instrument in writing executed by a majority of the Participating Members, or upon the dissolution or liquidation of the Physician Hospital Alliance, and upon such termination the Association's funds shall be paid out by the Board of Directors in accordance with the provisions of Section 9.2 hereof, and the terms of the Plans.

ARTICLE XI

GENERAL

11.1 Source of Funds. Except as provided by Article IV herein, this Association shall constitute the sole source of funds which may be used to pay the welfare benefits awarded under the Plans. Neither the Board of Directors, the Participating Members, nor the Physician Hospital Alliance shall be liable in any way or in any manner for any such benefits or payments beyond those monies which have been contributed to this Association.

11.2 Limited Effect of Plans and Assocation. Neither the establishment of the Plans nor the Association, nor any modification thereof, nor the creation of any fund or account, nor the payment of any welfare benefits, shall be construed as giving to any person covered under the Plans or other person any legal or equitable right against the Board of Directors, the Participating Members, or the Physician Hospital Alliance, or any officer or employee thereof, except as may otherwise be provided in the Plans or in the Code of Regulations of this Association. Under no circumstances shall the term of employment of any employee be modified or in any way affected by the Plans or the Code of Regulations.

11.3 Protective Clause. Neither the Physician Hospital Alliance nor the Board of Directors shall be responsible for the validity of any contract of insurance issued in connection with the Plans or Association, or for the failure on the part of the insurer to make payments provided by such contract, or for the action of any person which may delay payment or render a contract null and void or unenforceable in whole or in part.

11.4 Construction of the Code of Regulations . These Code of Regulations shall be construed and enforced according to the laws of the state of Ohio, except as otherwise provided by ERISA. If any provision of these Code of Regulations shall be held illegal or invalid for any reason, such determination shall not affect the remaining provisions of the Code of Regulations.

11.5 Compliance with Laws. The Plans, this Association and the funds held thereunder are intended to meet all the requirements of Sections 501(a) and 501(c)(9) of the Internal Code, ERISA, and Ohio Revised Code Chapter 1739.

11.6 Association Exemption. The Board of Directors shall submit this Association and the Plans to the Internal Revenue Service for a determination of their status as a qualified voluntary employee's beneficiary association described in Section 501(c)(9) of the Code.

11.7 Certificate of Authority. The Board of Directors shall submit this Association and the Plans to the Ohio Department of Insurance for a Certificate of Authority under Ohio Revised Code Chapter 1739.

11.8 Gender and Number. Wherever any words are used herein in the masculine, feminine or neuter, they shall be construed as though they were also used in another gender in all cases where

they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

11.9 Headings. The headings and sub-headings of these Code of Regulations have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

IN WITNESS WHEREOF, this Code of Regulations has been amended and restated as of the day and year first above written.

BOARD OF DIRECTORS

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