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Press Release

Highmark and IBC CEOs Say Combination Will Provide $1 Billion In New Resources Over 6 Years

Will not reduce competition and will help lower costs, increase access, and strengthen PA economy

Pittsburgh, PA - July 8, 2008 - The chief executives of Highmark and Independence Blue Cross (IBC) testified here today at the first Pennsylvania Insurance Department public hearing about the combination of the two companies, saying that it will be good for customers, health care providers, and the communities the two organizations serve - and would not reduce competition.

Kenneth R. Melani, M.D., president and chief executive officer of Highmark, said, in part, "The proposed transaction will not reduce competition or choice in any market in Pennsylvania. Simply put, the two companies and their Pennsylvania insurance subsidiaries do not compete with each other."

"Highmark offers commercial health insurance products in western and central Pennsylvania and IBC serves the five southeastern Pennsylvania counties," Joseph A. Frick, IBC's president and chief executive officer said, in part. "However, in our separate markets, the two companies today compete against a wide range of other health insurers, but not against each other."

Dr. Melani said, "We believe this transaction will allow us to build on our history and lay a foundation for significant, tangible impact in the way health care is delivered and paid for in Pennsylvania."

"We believe this transaction offers a pathway to positive change in our health care system that Pennsylvanians are seeking and demanding," said Mr. Frick. "Like many other businesses, we face strong competition every day. We are trying to develop and grow our workforce. We are trying to meet the changing needs of our customers."

Prior to making their comments, both CEOs thanked the Pennsylvania Insurance Department for holding the hearings, and welcomed the opportunity to discuss the proposed combination in Pittsburgh and over the coming days in Harrisburg and Philadelphia.

In other testimony on behalf of the two companies, it was reported that the $1billion in new resources had been validated through a rigorous analytical process. These resources will be used to help lower health care costs, increase access and strengthen the Pennsylvania economy.

About Highmark Inc.
As one of the leading health insurers in Pennsylvania, Highmark Inc.'s mission is to provide access to affordable, quality health care enabling individuals to live longer, healthier lives. Based in Pittsburgh, Highmark serves 4.6 million people through the company's health care benefits business. Highmark contributes millions of dollars to help keep quality health care programs affordable and to support community-based programs that work to improve people's health. Highmark exerts an enormous economic impact throughout Pennsylvania. A recent study states that Highmark's positive impact exceeded $2.5 billion. The company provides the resources to give its members a greater hand in their health.

Highmark Inc. is an independent licensee of the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans. For more information, visit www.highmark.com.

About Independence Blue Cross
Independence Blue Cross is a leading health insurer in southeastern Pennsylvania. IBC and its affiliates provide coverage to nearly 3.4 million people. For 70 years, Independence Blue Cross has offered high-quality health care coverage tailored to meet the changing needs of members, employers, and health care professionals. Independence Blue Cross is an independent licensee of the Blue Cross Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans.

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