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STATE OF MAINE

DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION

BUREAU OF INSURANCE

IN RE: APPLICATION OF ASSOCIATED )

HOSPITAL SERVICE OF MAINE, )

d/b/a BLUE CROSS AND BLUE )

SHIELD OF MAINE, TO CONVERT )

TO A STOCK INSURER AND )

VOLUNTARILY LIQUIDATE AND )

DISSOLVE )

Docket No. INS 99-

IN RE: APPLICATION OF ANTHEM )

HEALTH PLAN OF MAINE, INC., )

TO ACQUIRE TO ACQUIRE THE ) ORDER TO PUBLISH

ASSETS OF ASSOCIATED HOSPITAL ) NOTICE OF PENDING

SERVICE OF MAINE, d/b/a BLUE ) PROCEEDING AND

CROSS AND BLUE SHIELD OF MAINE, ) PREHEARING CONFERENCE

AND RELATED TRANSACTIONS )

Docket No. INS 99-

A Joint Motion in Support of Proposed Notice of Pending Proceeding and Prehearing Conference (the "Motion") has been filed by (1) Anthem Insurance Companies, Inc. ("Anthem") on behalf of Anthem Health Plan of Maine, Inc. (d/b/a Anthem Blue Cross Blue Shield of Maine), Anthem's subsidiary to be formed as part of the above-captioned applications, and (2) Associated Hospital Service of Maine (d/b/a Blue Cross and Blue Shield of Maine), (collectively, the "Applicants"). The Motion requests that, pursuant to Bureau of Insurance Rule Chapter 350, Rule 8(B), the Superintendent approve publication of a Notice of Pending Proceeding and Prehearing Conference.

The Motion is hereby granted, and the Applicants are hereby ordered to publish the Notice of Pending Proceeding and Prehearing Conference in the form attached hereto as Exhibit A. The Applicants shall publish the Notice on , 1999 and , 1999 in the following newspapers in Maine: Kennebec Journal, Waterville Sentinel, Bangor Daily News, Lewiston Sun Journal, and the Portland Press Herald.

DATED: ____________________________________________________________

ALESSANDRO A. IUPPA

Superintendent of Insurance