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

and

Certificate of Service

In Re:

Application of Anthem Health Plan of Maine, Inc. to Acquire the Assets of Associated Hospital Service of Maine d/b/a Blue Cross and Blue Shield of Maine and Related Transactions

Docket No. INS-99-14

(CONSOLIDATED)

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

and

BCBSME’S SUMMARY OF WITNESS TESTIMONY

In Re:

Application of Anthem Health Plan of Maine, Inc. to Acquire the Assets of Associated Hospital Service of Maine d/b/a Blue Cross and Blue Shield of Maine and Related Transactions

Docket No. INS-99-14

(CONSOLIDATED)

Mr. Vangeison is the president and chief executive officer of BCBSME. His testimony is expected to concern the background of BCBSME’s decision to seek an affiliation partner, the basis for BCBSME’s decision to agree to the Asset Purchase Agreement with Anthem Insurance Companies, the fairness of the transaction, the operation of the Asset Purchase Agreement, compliance with statutory provisions governing the conversion of BCBSME to stock form, and expectations for day-to-day operations in Maine following the closing on the Asset Purchase Agreement. Mr. Vangeison may also provide testimony in the nature of rebuttal testimony in response to heretofore undisclosed testimony submitted by other parties.

Mr. McGinty is the treasurer and chief financial officer of BCBSME. His testimony is expected to concern the financial condition and performance of BCBSME and its subsidiaries over time, the financial statements and projections underlying the valuation of BCBSME, compliance with applicable regulatory and trademark standards for BlueCross health insurance insurers, compliance with statutory provisions governing the conversion of BCBSME to stock form, the fairness of the transaction between BCBSME and Anthem Insurance Companies, the charitable trust plan approved by the Superior Court, the payment of net proceeds into the charitable foundation approved by the Superior Court, the bulk re-insurance agreement between BCBSME and Anthem, the liquidation and dissolution of BCBSME, and BCBSME’s relationship with Patriot Mutual pre- and post-closing. Mr. McGinty may also give testimony in the nature of rebuttal testimony in response to heretofore undisclosed testimony submitted by other parties.

Ms. Foster is the Senior Vice President of Development at BCBSME. Her testimony is expected to concern the process followed by BCBSME in seeking an affiliation partner, including the use of financial advisors, actions undertaken by the Board of Directors of BCBSME relating to the Asset Purchase Agreement and its implementation, and compliance with statutory provisions governing the conversion of BCBSME to stock form. Her testimony is also expected to concern the relationship between BCBSME and Anthem Maine with both Maine Partners Health Plan and Central Maine Partners Health Plan, and with providers and policyholders pre- and post-closing. Ms. Foster may also give testimony in the nature of rebuttal testimony in response to heretofore undisclosed testimony submitted by other parties.

The anticipated testimony of Houlihan Lokey is summarized in the Houlihan Lokey Valuation of BCBSME as of July 13, 1999, included as part of the conversion application filing (Document #’s P00063 – 00088).

BCBSME anticipates that Houlihan Lokey may also give testimony in the nature of rebuttal testimony in response to heretofore undisclosed testimony offered by others on the subject of the valuation of BCBSME.

The anticipated testimony of Milliman & Robertson is summarized in the Comparative Premium Rate Analysis as November 4, 1999, included as a supplement to the conversion application filing (Document #’s P02615 – 02649).

BCBSME anticipates that Milliman & Robertson may also give testimony in the nature of rebuttal testimony in response to heretofore undisclosed testimony offered by others on the subjects covered in the Comparative Premium Rate Analysis.

The anticipated testimony of Salomon Smith Barney is summarized in the fairness opinion delivered by Salomon Smith Barney to the Board of Directors of BCBSME on July 13, 1999, produced in response to discovery requests as (Document #’s BC 00889 – 00917, and BC 02667 – 02693).

BCBSME anticipates that Salomon Smith Barney may also give testimony in the nature of rebuttal testimony in response to heretofore undisclosed testimony offered by others on the subjects covered in these documents.