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Press Release

U.S. Department of Justice Clears Highmark and Independence Blue Cross Combination for the 2nd Time

Philadelphia, PA - July 17, 2008 - Highmark Inc. and Independence Blue Cross (IBC) announced today that for the second time the U.S. Department of Justice has cleared the proposed combination of the two companies under federal antitrust law.

Dr. Kenneth R. Melani, president and chief executive officer of Highmark, said, "We are pleased that the Justice Department, following an updated and thorough review, has reaffirmed that the consolidation will not adversely affect actual or potential competition in Pennsylvania."

"Today's decision is an important federal milestone in the regulatory review process," said Joseph A. Frick, IBC's president and chief executive officer. "Now we look forward to completing the state regulatory review because we believe strongly that the consolidation will allow us to have a significant, tangible and positive impact on access to quality, affordable health care in Pennsylvania."

Highmark and IBC are continuing to provide detailed information to the Pennsylvania Insurance Department for its careful review of the proposed transaction, including participating this month in a series of public informational hearings held by the Department in Pittsburgh, Harrisburg and Philadelphia.

The Department of Justice first reviewed and cleared the proposed transaction in May 2007. Under federal law, a clearance expires after 12 months. Hence, the companies resubmitted their request for federal clearance this spring.

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 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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