September 22, 1999

BY HAND DELIVERY

Mr. Alessandro A. Iuppa

Superintendent of Insurance

Maine Department of Professional and Financial Regulation

Bureau of Insurance

124 Northern Avenue

Gardiner, Maine 04345

Re: Conversion of Associated Hospital Service of Maine (d/b/a Blue Cross and Blue Shield of Maine) to a Stock Insurer and Acquisition of its Assets by Anthem Health Plans of Maine, Inc. (d/b/a Anthem Blue Cross Blue Shield of Maine), a wholly owned subsidiary of Anthem Insurance Companies, Inc. (Docket No. INS 99-14): Proposed Protective Order

Dear Superintendent Iuppa:

On behalf of Anthem Insurance Companies, Inc. ("Anthem") and Anthem Health Plans of Maine, Inc. (d/b/a Anthem Blue Cross Blue Shield of Maine) ("Anthem BCBSME"), which is to be formed as a wholly owned subsidiary of Anthem as part of the above-referenced proceeding, and Associated Hospital Service of Maine (d/b/a Blue Cross and Blue Shield of Maine) ("BCBSME") (together, the "Applicants"), I enclose for your review one original and ten paper copies, and one diskette copy, of a Motion for Protective Order (the "Motion") with an attached Proposed Protective Order (the "Order") and, as an attachment to the Order, a Confidentiality Agreement and Consent to Jurisdiction.

It is the Applicants' understanding that the Motion and Order will, if adopted, apply to all future-filed documents in the above-referenced proceeding, and that documents submitted as confidential as part of the Initial Consolidated Filing dated September 15, 1999 (the "Filing"), will be treated as confidential. If that is not the case, or if the Superintendent will require further argument on the documents already submitted as confidential with the Filing, please let us know.

Thank you for your time and consideration of this matter, and please contact me if you have any questions or require further information.

Very truly yours,

Catherine R. Connors

cc: Robert S. Frank, Esq.

Enclosure