Vice President & General Counsel

     Premera Blue Cross

     Premera HealthPlus

     Post Office Box 327

     Seattle, Washington 98111-0327

     Kent S. Marquardt

     Sr. Vice President & Chief Financial Officer

     Premera Blue Cross

     Premera HealthPlus

     Post Office Box 327

     Seattle, Washington 98111-0327

Premera HealthPlus is a domestic Washington health maintenance organization. Premera HealthPlus is controlled by Premera Blue Cross, a domestic Washington health care service contractor. The ultimate controlling person of Premera HealthPlus and Premera Blue Cross is Premera, a Washington corporation. Both Premera HealthPlus and Premera Blue Cross hold Washington registrations.

Premera Blue Cross has announced its intention to merge Premera HealthPlus with and into itself.

The procedure for merging a domestic Washington health maintenance organization or health care service contractor is not prescribed by statute. The commissioner is guided in these matters by the provisions of RCW 48.31.030. A plan of merger was presented to the Insurance Commissioner on November 22, 2000.

YOU ARE HEREBY NOTIFIED a hearing will be held commencing Friday, December 22, 2000, at 10:00 a.m. in the conference room of the Insurance Commissioner's Office, 420 Golf Club Road, Lacey, Washington 98503, to consider the proposed merger of Premera HealthPlus with and into Premera Blue Cross.

The hearing will be held under the authority granted the Commissioner by Chapter 48.04 RCW and RCW 48.02.060(c).

The Commissioner has not taken, and will not take, any position on this matter prior to entry of the hearing order.

All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. The hearing will be governed by the Administrative Procedure Act, Chapter 34.05 RCW, and the model rules of procedure contained in Chapter 10-08 WAC. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with Chapter 34.05 RCW.

The Commissioner will be represented by James E. Tompkins, Assistant Deputy Commissioner, Chase Davis, Financial Analyst, and Dennis Julnes, Chief Financial Analyst.

Assistant Deputy Commissioner John B. Woodall will hear and determine this matter. His address is Office of the Insurance Commissioner, Post Office Box 40259, Olympia, Washington 98504-0259. His telephone number is (360) 407-0535.

     ENTERED AT OLYMPIA, WASHINGTON, this 27th day of November, 2000.

	DEBORAH SENN Insurance Commissioner
	By:
	JOHN B. WOODALL Assistant Deputy Commissioner for Company Supervision

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