WHO DECIDED it was a terrific idea to give merger-linked pay worth tens of millions of dollars to a few managers at the nonprofit CareFirst BlueCross BlueShield?

Not me, said the CEO.

"I don't remember making this specific proposal," CareFirst chief executive William L. Jews said under oath.

Not me, said the chairman.

"The board ... relied on the assistance of a number of outside expert consultants," according to board head Daniel J. Altobello.

Not me, said the lawyer.

"I didn't see it as my place to decide what the amount was, but rather that the process [CareFirst's board] went through would lead them to a reasonable result," Mark Muedeking, a partner with Piper Rudnick, told state regulators.

Not me, said the compensation expert.

"In all honesty, I was not the first consultant with CareFirst through this transaction," testified the Hay Group's Gene E. Bauer.

Fantastic.

A bonus bonanza materializes at CareFirst, and there are no fingerprints. A case of immaculate deception, maybe?

Insurance Commissioner Steven B. Larsen's inquiry into the proposed sale of CareFirst to WellPoint Health Networks Inc. casts a harsh light on the hermetic art of cooking up obscene executive salaries. It reveals a hot potato that everybody wants a piece of on the platter but that nobody wants to admit touching in the oven.

Larsen's latest dispatch, a devastating study by former Missouri insurance commissioner Jay Angoff, reports that CareFirst executives could reap up to $119.6 million in merger-related bonuses, severance pay and tax benefits, including up to $39.4 million for CEO Jews.

Angoff found the bulk of the payments unreasonable and illegal. By approving them, CareFirst's board failed in its legal duty, he said.

CareFirst blasted back, saying Angoff is not a qualified compensation consultant.

True, he's not. Good thing.

Qualified compensation consultants are hired by companies that pay CEOs megabucks to certify that the CEOs are worth megabucks. They are not disinterested. Often they spend more time dealing with the bosses whose salaries they're analyzing than the directors they're supposed to be working for.

CareFirst's pay is reasonable, a company lawyer writes, because Hay Group consultants "evaluated the compensation arrangements and concluded that they are reasonable."

Now pay attention. Hay Group was retained by CareFirst. Hay Group was suggested to the board, along with other firms, by CareFirst management, Chairman Altobello said in testimony.

Hay Group's draft merger-pay proposal was reviewed by CEO Jews at least twice before it was sent to CareFirst's board, documents subpoenaed by Larsen show. In a letter, Don Barnes - the Hay Group consultant who was Bauer's predecessor - stated, "I am willing and able to serve as an expert witness in defending the amounts."

Bauer later testified that CareFirst's executive-pay philosophy was "reasonable," "conservative," based on "pay for performance" and the result of "very, very rigorous" analysis.

Conservative? A CareFirst lawyer admitted he couldn't find any other instances of nonprofit corporations issuing the size of golden-parachute severance promised to Jews & Co.

Rigorous? For compensation benchmarks, CareFirst relied on pay at Bank One, Chase Manhattan, ExxonMobil and other companies totally out of its league and industry.

Pay for performance? In 2000, CareFirst bosses could qualify for bonuses even if profits equaled only 51 percent of the previous year's earnings. Last year's merger-gravy deal was struck when the WellPoint negotiations were already well advanced.

Reasonable? They were so reasonable that WellPoint, which is trying to do the buyout that would trigger all these payments, "objected to the merger incentives, and emphasized the strength with which it objected," Angoff reported.

At least the CareFirst advisers got one thing right. Muedeking, the Piper Rudnick lawyer, warned CareFirst there would be hell to pay once word of the bonuses became known.

"Did you think that the public reaction would be as adverse as it has been?" Angoff asked him during testimony.

"Yes," said Muedeking.

And right he was.