For Immediate Release

HIP Announces ConnectiCare Acquisition

New York, N.Y. and Farmington, Conn., June 23, 2004 - HIP Health Plan of New York (HIP) today announced the acquisition of ConnectiCare Holding Company (ConnectiCare) in a transaction that unites the companies, allowing regional growth while retaining local autonomy.

HIP, a private, not-for-profit managed care company, is the largest HMO in the New York metro market with over a million members. ConnectiCare is the third largest health plan in Connecticut and has been one of the state's fastest growing managed care plans. Founded in 1981, ConnectiCare has 270,000 members in Connecticut and Massachusetts. It will remain headquartered in Farmington, Conn., with its own offices and management. Terms are not being disclosed.

The acquisition of ConnectiCare by HIP is subject to regulatory approval, which is expected within 2004. Upon approval and completion of the transaction, ConnectiCare's stock will transfer fully from its current investor owners, The Carlyle Group and Liberty Partners, to HIP.

"ConnectiCare, with its high member satisfaction and strong growth, shares HIP's commitment to excellence and will be an important part of our offerings," said Anthony L. Watson, Chairman and CEO of HIP Health Plan.

"With similar roots and values, ConnectiCare and HIP have a positive synergy that will enhance and complement both organizations," said Gus Gamache, President and CEO of ConnectiCare. "HIP's national reputation as a leader in medical quality and technology will enable us to learn and benefit from each other and share best practices," Gamache added.

"I'm genuinely excited about our acquisition by HIP," said Paul Philpott, Sr. Vice President and Chief Marketing Officer for ConnectiCare. "This transaction means more resources to address the difficult challenges of providing high-quality, affordable healthcare in the Connecticut and Massachusetts markets."

About ConnectiCare
ConnectiCare is a Connecticut-based managed care company serving nearly 270,000 members through its affiliates, ConnectiCare, Inc.; ConnectiCare of Massachusetts, Inc.; ConnectiCare of New York, Inc.; and ConnectiCare Insurance Company, Inc. ConnectiCare, Inc. holds an "Excellent" Accreditation rating from the National Committee for Quality Assurance (NCQA) for its commercial employer group plans. For more information on ConnectiCare visit http://www.connecticare.com/.

About HIP
HIP Health Plan of New York is the largest HMO in the New York metropolitan area. HIP provides access to care in a variety of ways. Members have access to doctors organized and practicing in large multidisciplinary medical groups in medical centers. Alternatively, they may see doctors in medical centers associated with leading hospitals, including Beth Israel Medical Center, St. Luke's-Roosevelt Hospital Center, St. Barnabas Hospital, Lenox Hill Hospital or Montefiore Medical Center. Members also have access to HIP's network of physicians practicing in their own office, which includes over 22,000 providers in more than 33,000 locations. HIP is affiliated with more than 100 participating hospitals, including those named above and other outstanding institutions. HIP acquired Vytra Health Plans in 2001. For more information about HIP, please visit our Web site, http://www.hipusa.com. It is available in English, Spanish, Chinese and Korean.