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COVER LETTER

EXHIBIT A

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 )

IN RE: APPLICATION OF ANTHEM )

HEALTH PLAN OF MAINE, INC., )

TO ACQUIRE TO ACQUIRE THE ASSETS PROPOSED

OF ASSOCIATED HOSPITAL SERVICE ) PROTECTIVE ORDER

OF MAINE, d/b/a BLUE CROSS AND )

BLUE SHIELD OF MAINE, )

AND RELATED TRANSACTIONS )

Docket No. INS 99-14

A request has been made by (1) Anthem Insurance Companies, Inc. ("Anthem"), on behalf of its subsidiary to be formed, Anthem Health Plans of Maine, Inc., d/b/a Anthem Blue Cross and Blue Shield of Maine ("Anthem BCBSME"), and (2) Associated Hospital Service of Maine, d/b/a Blue Cross and Blue Shield of Maine ("BCBSME"), (together, the "Applicants") for confidential treatment of certain information to be submitted as part of (1) BCBSME's application to convert to a stock insurer and voluntarily liquidate and dissolve, and (2) Anthem BCBSME's application to acquire the assets of BCBSME and related transactions.

Upon consideration of the types of information for which confidential treatment is requested and the interests of the general public,

it is hereby ORDERED as follows:

  1. Any party may assert that information sought to be filed in these matters or introduced into the record of this proceeding through testimony, exhibits, cross-examination, rebuttal evidence or otherwise, or any information sought to be discovered or disclosed in connection with this proceeding, including without limitation information relating to the Applicants, and any of their affiliates, should be treated as confidential (hereinafter "Confidential Information"), not subject to public disclosure. Confidential Information includes any memoranda, reports, notes, analyses, compilations, studies, other documents or portions thereof derived from, based on, referring to, including, containing, or reflecting Confidential Information contained in other documents.
  2. When disseminating, submitting, filing, or sending Confidential Information to the Bureau of Insurance or any Authorized Person, as that term is hereinafter defined, the individual or entity disseminating the Confidential Information shall designate such documents or other materials or written information as Confidential Information by written notice, either by stamping thereon the notice "Confidential," or by otherwise incorporating the notice on the documents or materials designated.
  3. Claims for confidential protection of testimony shall be made either at the time of giving testimony or within two working days after receipt of a transcript.
  4. Any documents or other written materials for which confidential treatment is requested must be supported by written legal argument explaining the reasons for confidential treatment. Such written argument shall accompany the confidential information unless impracticable, in which case such arguments must be filed not later than two business days following the submission of such information to the Bureau. Portions of legal argument discussing the material for which confidentiality is claimed may themselves be designated as confidential pursuant to subsection (1). The Superintendent of Insurance (the "Superintendent") or his designee will review each document as well as the legal argument supporting the claim of confidentiality and rule accordingly on each request. No material for which confidentiality is claimed may be publicly disclosed until the Superintendent has provided notice of his intent to order the removal of the confidentiality designation, and has provided the party or person claiming confidentiality with an opportunity for hearing on the matter. The Superintendent will follow similar procedures with respect to oral testimony for which confidential treatment is requested.
  5. Any documents, testimony, exhibits, cross-examination, rebuttal evidence or other information accepted by the Superintendent as confidential shall be subject to the following protections.
    1. Access to Confidential Information shall be limited to the following persons (herein "Authorized Persons"):
      1. the Superintendent and the staff of the Maine Bureau of Insurance;
      2. counsel for the Maine Bureau of Insurance Advocacy and Adjudicatory Panels;
      3. persons retained to record any hearing in connection with this proceeding;
      4. the Applicants and their affiliates, and their officers, employees, consultants and counsel;
      5. consultants retained by the Advocacy Panel; and
      6. in the case of any Intervenors, counsel of record and experts retained by an Intervenor or its counsel solely for purposes of this proceeding. No officer or employee of an Intervenor and no individual Intervenor shall have access to the Confidential Information. Before being afforded access to Confidential Information, Authorized Persons (other than those described in subsections (i)-(iii)) shall complete and execute the Confidentiality Agreement attached hereto, which shall include a copy of this Protective Order, and shall forward the executed agreement to the originating party disclosing the Confidential Information. Within three business days of receipt, the originating party shall either accept and execute the agreement, or shall object to the release of Confidential Information to the Authorized Person, on the ground, among others, that an affiliation, employment or other interest that may impair, or may be reasonably perceived as impairing, the purpose of this Protective Order. Any such objection shall be decided by the Superintendent.
    2. Confidential Information has been deemed within the scope of a privilege against discovery or use as evidence, and therefore the Confidential Information does not constitute a "public record" under the Maine Freedom of Access Act, 1 M.R.S.A. § 401 et seq. (the "FOAA"), and is exempt from discovery under the FOAA.
    3. No Authorized Person afforded access to Confidential Information shall use such Confidential Information for any purpose unrelated to this proceeding. For purposes of this Order, "proceeding" includes any appeals arising out of this proceeding.
    4. During the introduction of, or any discussion or argument concerning, Confidential Information, the proceeding shall be open only to Authorized Persons and other individuals as agreed to by the party asserting confidentiality. During the giving of any testimony, the reporter shall separately transcribe those portions of the testimony designated as Confidential Information and shall mark the face of the transcript accordingly.
    5. No Authorized Person, or other individual who is permitted to attend the proceeding during the introduction of Confidential Information under subsubsection (d), shall disclose or reveal, directly or indirectly, any such Confidential Information to any person who is not an Authorized Person.
    6. If any person that is not a party to, or any Intervenor in, this proceeding challenges the refusal of the Superintendent or the Bureau of Insurance to provide documents ordered by the Superintendent to be maintained as confidential, the Superintendent will so notify the party with whom those documents originated to enable that party to respond.
    7. Each person who receives or has access to Confidential Information under the terms of this Protective Order shall be provided with a copy of the Protective Order. Each such person shall act in good faith and shall do nothing to deprive other persons of the benefits of this Protective Order.
    8. Upon the conclusion of this proceeding, including all appeals, the Authorized Person, other than those persons described in subsections (a)(i)-(iii), shall promptly, and in any event within twenty-one days after the disclosing parties' request, return to the disclosing parties all Confidential Information in any form, including all copies thereof and notes relating thereto made by any person who received such Confidential Information, will erase any Confidential Information recorded in any other medium, and will provide to the disclosing parties a certification under oath that the foregoing requirements have been complied with in full.
    9. This Protective Order, insofar as it restricts the communication and use of the Confidential Information, shall continue to be binding throughout and after the conclusion of the proceedings before the Maine Bureau of Insurance, including appeals, and thereafter without limitation.
    10. All persons who receive or have access to Confidential Information pursuant to this Protective Order shall be subject to the jurisdiction of the Maine Bureau of Insurance and the courts of the State of Maine in all matters relating to the enforcement of the Protective Order, and shall be subject to the applicable penalties for violation thereof.
    11. All documents filed with the Maine Bureau of Insurance or that become part of the Bureau's record of this proceeding that contain Confidential Information shall be filed under seal, and shall remain sealed. Only Authorized Persons shall have access to the sealed record, and nothing shall be released therefrom unless counsel for the originating party consents to such release in writing or unless pursuant to court order
  6. Pursuant to the foregoing, the Superintendent hereby accepts the documents described below as Confidential Information:

PER ORDER OF,

DATED: ______________________________

ALLESSANDRO A. IUPPA

Superintendent of Insurance