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Date: August 31, 2009

HealthMarkets Subsidiary Insurance Companies to Focus on Ancillary Market in Massachusetts

North Richland Hills, Texas – August 31, 2009 - HealthMarkets, Inc. today announced that its subsidiary insurance companies will focus solely on marketing its ancillary vision, dental and related specialty plans in Massachusetts and discontinue marketing health insurance products in the state after September 30, 2009.

The company worked with the offices of the Massachusetts Division of Insurance Commissioner and the Massachusetts Attorney General to resolve all matters related to regulatory issues with the Division of Insurance dating back to 2003, and to litigation brought by the Attorney General’s office dating back to 2004. HealthMarkets stated that given the unique environment regarding health insurance in Massachusetts, marketing only ancillary products, underwritten by its subsidiary insurance companies, is the best business strategy going forward.

This decision has no impact on the company’s marketing efforts outside the state of Massachusetts.

HealthMarkets subsidiaries have approximately 27,000 health insurance members in Massachusetts, and will continue to service those members and administer the health insurance plans currently in-force in the state, consistent with the terms of the settlement agreements.

As a result of the voluntary agreements, the company will make payments totaling $15 million to the Commonwealth of Massachusetts, from which $11.25 million will be used by the Attorney General’s office to provide restitution or other relief to Massachusetts residents who meet certain criteria and $750,000 will be used for attorney’s fees and related costs. The payment includes a $3 million civil penalty and the company will be implementing a claims reassessment program under the terms of the agreement with the Division of Insurance. In addition, the companies have previously paid amounts of more than $2.1 million in claims remediation in Massachusetts since litigation commenced.

The company also stated that its new management team is committed to ensuring that it complies with the agreements with the Massachusetts Attorney General and the Massachusetts Division of Insurance.

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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Some of the matters discussed in this news release may contain forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "believe," "estimate," "expect," "intend," "objective," "plan," "possible," "potential" and similar expressions. Actual results may vary materially from those included in the forward-looking statements. Factors that could cause actual results to differ materially from those included in the forward-looking statements include, but are not limited to, general economic conditions; the continued ability of the Company to compete for customers and insureds in an industry where many of its competitors may have greater market share and/or greater financial resources; the Company’s ability to accurately estimate medical claims and control costs; changes in government regulation that could increase the costs of compliance or cause the Company to discontinue marketing its products in certain states; the Company’s failure to comply with new or existing government regulations that could subject it to significant fines and penalties and/or result in restrictions on its operations; changes in the relationship between the Company and the membership associations that make available to their members the health insurance and other insurance products issued by the Company’s insurance subsidiaries; changes in the laws and regulations governing so-called “association group” insurance (particularly changes that would subject the issuance of policies to prior premium rate approval and/or require the issuance of policies on a “guaranteed issue” basis); significant liabilities and costs associated with litigation; failure of the Company’s information systems to provide timely and accurate information; negative publicity regarding the Company’s business practices and/or regarding the health insurance industry in general; the Company’s inability to enter into or maintain satisfactory relationships with networks of hospitals, physicians, dentists, pharmacies and other health care providers; failure of the Company’s regulated insurance company subsidiaries to maintain their current ratings by A.M. Best Company, Fitch and/or Standard & Poor’s; and the other risk factors set forth in the reports filed by the Company from time to time with the Securities and Exchange Commission.

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