FIRST HEALTH GROUP CORP
HEALTH BENEFITS SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>7
<FILENAME>exh10-26.txt
<DESCRIPTION>HEALTH BENEFITS SERVICES AGREEMENT
<TEXT>

                                                                EXHIBIT 10-26


                      HEALTH BENEFITS SERVICES AGREEMENT

 THIS HEALTH BENEFITS SERVICES AGREEMENT, including all attachments and
 exhibits hereto (the "Agreement"), is entered into as of January 1, 2003,
 by and between the National Postal Mail Handlers Union, a Division of the
 Laborers International Union of North America, AFL-CIO (the "Mail Handlers
 Union") and First Health Group Corp. ("First Health").  The Mail Handlers
 Union and First Health may be individually referred to herein as a "party"
 or collectively referred to herein as the "parties."

                                   RECITALS

      WHEREAS, certain federal government employees and annuitants and former
 spouses of such employees and annuitants are enrolled in a Federal Employees
 Health Benefits plan known as the Mail Handlers Benefit Plan ("MHBP" or
 "Plan"), which is established by federal government procurement Contract No.
 CS 1146 between the National Postal Mail Handlers Union, a Division of the
 Laborers International Union of North America, AFL-CIO, an unincorporated
 association, and the United States Office of Personnel Management; and

      WHEREAS, First Health Life and Health Insurance Company and Cambridge
 Life Insurance Company (collectively, the "Underwriter") underwrite and
 Federal Employee Plans, Inc. ("FEPI") administers the MHBP pursuant to Prime
 Subcontract No. L-35489 between the Underwriter, FEPI and the Mail Handlers
 Union (the "Prime Subcontract"); and

      WHEREAS, it is in the MHBP's best interest for the Mail Handlers Union
 to procure cost containment services to manage medical costs; and

      WHEREAS, so long as the Underwriter is performing underwriting services
 and FEPI is performing administrative services to the Mail Handlers Union,
 the Mail Handlers Union desires First Health to provide cost containment
 programs; and

      WHEREAS, First Health is a recognized leader in the business of
 establishing, administering, and maintaining cost containment services.

      NOW THEREFORE, in consideration of the mutual covenants herein
 contained, and for other good and valuable consideration, receipt of which
 is hereby acknowledged, First Health and the Mail Handlers Union agree as
 follows:

                           ARTICLE 1   DEFINITIONS

 1.1  Agreement Year means each calendar year, beginning January 1st and
 ending December 31st.

 1.2  Area Network Rate means the average of the Contract Rates for a Covered
 Service based upon all of the Contract Providers' Contract Rates for that
 Covered Service in the Market Area in which the claim was incurred.  This
 rate is also known as the "blended" rate as defined on page 70 of the Plan
 in effect for 2002.

 1.3  Authorized Designee means the entity or person, including but not
 limited to, the Mail Handlers Union, its health benefits service providers,
 brokers and consultants which are authorized by the Mail Handlers Union to
 have access to Confidential Medical Information as defined in Section 10.2.

 1.4  Claims Administrator means FEPI, or its designee (as approved by the
 Mail Handlers Union).

 1.5  Contract Provider means a provider of medical services that has entered
 into an agreement with First Health to provide medical services to Members
 at negotiated rates.

 1.6  Contract Rates means the negotiated rates for medical services
 specified in the respective agreements between First Health and the Contract
 Providers.

 1.7  Covered Service means a medical service provided to a Member which is
 eligible for payment under the provisions of the Plan.

 1.8  Enrollee means each covered active member and any other person covered
 under a Plan in his or her own right (such as former members or others
 electing temporary continuation of coverage) and not by reason of status as
 a dependent or spouse.

 1.9  The First Health[R] Network (the "Network") is a provider network of
 Contract Providers, including hospitals, physicians and ancillary service
 providers and a specially credentialed network of transplant providers.

 1.10 Geographic Areas means the states listed in Exhibit II of this
 Agreement.

 1.11 Market Area means an area identified by First Health as a market area
 with a sufficient number of Contract Providers located in such area so that
 First Health can develop the Area Network Rates.

 1.12 Member means a person entitled to benefits for medical services under
 the Plan.

 1.13 Non-Network Claim means a non-hospital medical claim for Covered
 Services from a medical provider which is not a member of The First HealthO
 Network.

 1.14 OPM means the United States Office of Personnel Management.

 1.15 Plan means the benefits brochure for the current year authorized for
 distribution by OPM entitled "Mail Handlers Benefit Plan, RI 71-07".

 1.16 PPO means a network of medical providers.

 1.17 Prime Contract means the Contract for Federal Employees Health Benefits
 No. CS 1146, as amended, between the Mail Handlers Union, as Carrier of the
 Plan, and OPM.

 1.18 Savings means the difference between billed charges (net of:  (1)
 charges that are excluded from coverage under the terms of the Plan; (2)
 payments made to over 65 annuitants that are limited to Medicare allowable
 or approved amounts; and (3) payments due from other third party payors
 (including Medicare)) and the negotiated rates.  Negotiated rates on bills
 incurred in the Network equal the Contract Rates and on non-network bills
 equal the negotiated discounts as specified in Section 2.2.  Savings does
 not include claim reductions taken in accordance with Section 2.3.


                  ARTICLE 2   NETWORK AND CLINICAL SERVICES

 2.1  The First Health[R] Network.  First Health will provide the Mail
 Handlers Union with access to the Network for Members in the Geographic
 Areas.  First Health will provide notice to Contract Providers regarding
 the Mail Handlers Union's selection of the Network in conjunction with its
 quarterly Contract Provider bulletin, or earlier as determined practical
 by First Health.  Subject to Section 2.6 below regarding certain Network
 changes, First Health may at any time, and in its sole discretion, add or
 delete any Contract Provider from the Network.

 2.2  Non-Network Negotiation Services. First Health will review large dollar
 claims, at the then-current threshold as established by First Health, that
 have not been repriced pursuant to Section 2.3 below, from non-network
 medical providers prior to claims payment and attempt to negotiate a
 discount from billed charges for prompt payment where feasible.  In
 addition, First Health will evaluate claims for audit potential, make
 recommendations to the Claims Administrator and coordinate on-site audits as
 necessary. Such on-site audits will be conducted under terms and conditions
 mutually acceptable to First Health and the Claims Administrator.

 2.3  Market Area Network Services.  First Health will provide the Mail
 Handlers Union with access to the Market Area Network Services in the
 Geographic Areas.

      2.3.1     Non-Network Claims.  First Health will review Non-Network
           Claims incurred by Members that are submitted to First Health.
           First Health will reprice the claim to the Area Network Rate,
           in accordance with Section 2.3.2 below.

      2.3.2    Area Network Rate Repricing.  For each Non-Network Claim
           received by First Health, First Health will identify whether the
           Non-Network Claim was incurred in a Market Area.  If the Non-
           Network Claim was incurred in a Market Area, First Health will
           reprice the claim to the Area Network Rate. The Mail Handlers
           Union acknowledges that the Market Areas are subject to change
           by First Health from time to time.

  2.4 Clinical Software and Medical Consulting.  First Health will provide
 access to software designed to identify opportunities for utilization review
 and medical case management intervention.  In addition, First Health will
 provide access to physicians for the purpose of providing medical consulting
 services.  First Health will provide the clinical software and physician
 access consistent with the provision of such services by the previous vendor
 and/or administrator of the Mail Handlers Union, and the fee for such access
 is included in the Network access fee.

 2.5  Information Provided by First Health.  First Health will provide
 Members with information regarding Contract Providers and will provide the
 Claims Administrator with a camera-ready hard copy listing of Contract
 Providers, including annual updates, for each Geographic Area for the Mail
 Handlers Union or its designee to reproduce and distribute at the Claims
 Administrator's expense.  Printed Contract Provider directories may be
 purchased by the Claims Administrator from First Health at the then-current
 rates.

 2.6  Network Improvement.  First Health agrees to improve and expand the
 Network during the Term, and will establish a joint task force made up of
 representatives from both First Health and the Mail Handlers Union.  When
 requested by the Mail Handlers Union, the task force will meet promptly
 to identify areas of the Network which need improvement and expansion,
 and to monitor progress of existing improvement and expansion efforts.  In
 addition, First Health will maintain a toll free number for the nomination
 and recruitment of providers, and, if First Health intends to make major
 changes (either additions or deletions) in the composition of Contract
 Providers in any Geographic Area, First Health will notify and consult with
 the Mail Handlers Union regarding the substance and timing of such changes
 prior to taking any such action.


     ARTICLE 3   OBLIGATIONS OF THE MAIL HANDLERS UNION OR ITS DESIGNEES

 3.1  Eligibility Verification.  The Claims Administrator will maintain a
 procedure for prompt verification during normal business hours of a Member's
 enrollment in the Plan.

 3.2  Communication to Members.

      3.2.1  The Claims Administrator will identify all Contract Providers as
      the exclusive PPO providers of Covered Services and will advise Members
      as to the identity of all such Contract Providers.

      3.2.2  The Claims Administrator will advise Members that the list
      of Contract Providers may change from time to time, with or without
      notice, and the Member is obligated to confirm with the Contract
      Provider the Contract Provider's status.

      3.2.3  The Claims Administrator will provide Members with a First
      Health-approved Plan identification card which prominently displays
      The First Health[R] Network logo and the toll-free number.  The Mail
      Handlers Union and its designees agree not to alter or attach any
      information to the identification cards which materially changes any
      of the information contained on the identification cards, including,
      but not limited to, stickers and card sleeves.

      3.2.4  Upon implementation, and at least twice annually, the Claims
      Administrator will provide Members with information regarding the
      services provided pursuant to this Agreement, including the following:
      (a) instructions about how to use the services; (b) information on the
      toll-free number; (c) information on the obligations of the Member and
      of any benefits and penalties, including benefit differentials, under
      the Plan for use of or failure to use the services made available
      pursuant to this Agreement; and (d) information about incentives to
      encourage Members to use the services of Contract Providers through the
      distribution of communication materials on the Network, provision of
      directories or other means agreed to by the Claims Administrator and
      First Health.

      3.2.5  The Claims Administrator will indicate on the explanation of
      payment to a Contract Provider and the explanation of benefits to
      the Member that reimbursement is subject to the Contract Provider's
      agreement with First Health and the balance owed by the Member.  The
      Claims Administrator will provide First Health with model samples of
      the proposed explanations of payment and benefits for approval prior
      to use.

      3.2.6  The Mail Handlers Union agrees that all descriptive information
      including, but not limited to, communication materials for distribution
      to Members and the information contained in the Plan, regarding First
      Health or the services provided by First Health may not be disseminated
      by the Mail Handlers Union, the Claims Administrator or other related
      parties without the express written approval of First Health.

 3.3  Contract Provider Payments.  The Claims Administrator will submit all
 Members' medical services claims which it may receive to First Health in a
 timely manner.  The Claims Administrator will pay all repriced claims within
 30 days, and the Mail Handlers Union acknowledges that under the respective
 agreements between First Health and the Contract Providers, a Contract
 Provider may refuse to accept payment at the Contract Rates if the Contract
 Provider is not paid within 30 days of the Claims Administrator's receipt
 of accurate and complete bills.

 3.4  Non-Network Negotiation Services Requirements. The Mail Handlers Union
 agrees that as part of First Health's non-network negotiation services as
 described in Section 2.2:  (a) the Claims Administrator is permitted to pay
 claims within 10 working days from the date of the negotiated agreement.
 The Mail Handlers Union acknowledges that no discount will be available
 on claims paid after the negotiated payment date; (b) the explanation of
 payment will clearly state that payment is being made on the basis of
 the First Health negotiated discount; and (c) First Health may waive
 retrospective bill audit review of non-network negotiated claims, except
 in cases of fraud or illegal activity.

 3.5  Contract Provider Information Requirements.  The Mail Handlers Union
 acknowledges that all Contract Provider information is provided for the
 sole purpose of assisting the Mail Handlers Union in identifying Contract
 Providers to Members, and the Mail Handlers Union agrees not to modify or
 commingle this information with any other information.


                        ARTICLE 4   PLAN REQUIREMENTS

 4.1  Vendor for Health Benefits Services.  The Mail Handlers Union
 represents and warrants that the Plan includes a provision which allows an
 outside entity, such as First Health, to provide health benefits services
 as set forth under this Agreement.

 4.2  Financial Incentives.  The Plan currently includes financial incentives
 to encourage Members to access the Network for Covered Services, and the
 parties intend to maintain appropriate financial incentives during each
 Term.


                 ARTICLE 5   EXCLUSIVITY AND NON-COMPETITION

 5.1  Exclusivity.  The Mail Handlers Union agrees that it will use First
 Health exclusively to provide all of the Members with all cost containment
 services specified in this Agreement.  First Health intends to contract with
 other service providers, such as non-directed PPOs, to provide additional
 services to the Mail Handlers Union.  If necessary, this Agreement will be
 amended to incorporate such additional services.  In addition, the Mail
 Handlers Union will consider using new or additional cost containment
 services that may be made available by First Health on or after January 1,
 2003.

 5.2  Non-Competition.  The Mail Handlers Union agrees that it will not
 directly enter into any contract with any Contract Provider for the delivery
 of PPO services to its Members for at least twelve months after the
 termination of this Agreement.  This provision shall not apply to any
 contracts in existence between the Mail Handlers Union and Contract
 Providers as of the date on which this Agreement was entered, nor shall it
 prohibit the Mail Handlers Union from directly contracting with any other
 entity that provides a PPO after termination of this Agreement.


                ARTICLE 6   DATA AND INFORMATION REQUIREMENTS

 6.1  Reliance on Data.  The Mail Handlers Union acknowledges that
 performance of the services provided under this Agreement is dependent upon
 the submission of timely, accurate and complete information as required by
 First Health, and the Mail Handlers Union or its designee agrees to furnish
 such information.  The Mail Handlers Union understands that failure to
 submit such information accurately and completely to First Health within any
 requested time frames may delay or prevent access to the services provided
 under this Agreement.  The Mail Handlers Union agrees that First Health may
 rely on such information in performing its services under this Agreement.
 Further, services will be performed using the then-current data as provided
 by the Mail Handlers Union or its designee.  First Health is not responsible
 for, nor does First Health have any liability under this Agreement or any
 applicable law for, any errors or performance failures which result from the
 Mail Handlers Union's or its designee's failure to provide the information,
 its provision of erroneous information, or use of the then-current data
 during the standard time period required to update information received from
 the Mail Handlers Union or its designee.  First Health may use data provided
 by the Mail Handlers Union or its designee for statistical, reporting or
 other related commercial purposes in a manner that will not disclose any
 Confidential Medical Information as defined in Section 10.2.1.

 6.2  Reports.  First Health will provide the Mail Handlers Union or its
 designee with its standard periodic reports of the on-going results of the
 services provided under this Agreement.  For matters of special interest to
 the Mail Handlers Union, First Health may provide special reports which are
 requested in writing by the Mail Handlers Union.  If First Health agrees to
 prepare a special report, and an additional expense will be incurred by
 First Health in preparing such report, First Health will promptly provide
 a written cost estimate and production schedule and obtain the Mail
 Handlers Union's approval of such costs prior to preparing the report.
 Notwithstanding the foregoing, First Health will not charge the Mail
 Handlers Union for any special report or data requests that are reasonable
 as to scope and cost.  Further, First Health will also cooperate with the
 Mail Handlers Union in regard to any OPM requests for data collection and
 reporting requirements.


                               ARTICLE 7   FEES

 7.1  Payment of Fees.

      7.1.1  The Mail Handlers Union will require the Underwriter to pay
      First Health for all services provided pursuant to this Agreement as
      set forth in Exhibit I, the Schedule of Fees.

      7.1.2  Payment must be made by the Underwriter within 30 days after
      receipt by it of monthly billing statements from First Health.

      7.1.3  First Health's fees do not include taxes or governmental
      charges.  The Underwriter will pay, or reimburse First Health for,
      any applicable sales, use, value added or other tax or government
      or regulatory agency charge imposed based on transactions hereunder,
      exclusive of First Health's net income or corporate franchise taxes.

      7.1.4  Effective on each anniversary date of this Agreement, First
      Health will annually adjust all fees that are charged on an hourly, per
      capita, per case, per bill, per claim or per unit basis, by giving 60
      days notice to the Mail Handlers Union prior to the anniversary date
      of each year of this Agreement.  Such fees for the next year of the
      Agreement will be increased by an amount equal to the percentage
      difference between the annual average of the CPI available for the most
      recently published year, and the annual average of the CPI available
      for the year prior to the most recently published year.  For purposes
      of this Agreement, the term "CPI" means the Consumer Price Index - All
      Urban Consumers, Medical Care Services, Base Period:  1982-1984=100,
      Not Seasonally Adjusted.  If the methodology for calculating the CPI
      is substantially revised, First Health will make an adjustment to such
      fees to produce results equivalent, as nearly as reasonably possible,
      to those which would have been obtained if the methodology for
      calculating CPI had not been so revised.  First Health acknowledges
      that Section 7.1.4 does not apply to any percentage of Savings fees
      charged hereunder.


                       ARTICLE 8   TERM AND TERMINATION

 8.1  Term.  The term of this Agreement is five years beginning January 1,
 2003 and ending December 31, 2007, and will automatically renew for
 consecutive four-year terms (each, a "Term") thereafter, unless terminated
 as hereinafter set forth in Sections 8.2, 8.3 or 14.12.

 8.2  Termination By The Mail Handlers Union.  This Agreement may be
 terminated by written notice thereof given by the Mail Handlers Union to
 First Health if any one of the following occurs:

      8.2.1  Failure of First Health to meet any material covenant,
      agreement, or obligation provided for in this Agreement if it has not
      commenced to cure any such default within 20 days and has not cured
      such default within 90 days after written notice thereof to First
      Health by the Mail Handlers Union.

      8.2.2  First Health becomes insolvent or is adjudicated as a bankrupt
      entity, or its business comes into possession or control of any trustee
      in bankruptcy, or a receiver is appointed for it, or it makes a general
      assignment for the benefit of creditors.  If any of these events
      occurs: (a) no interest in this Agreement may be deemed an asset of
      creditors; (b) no interest in this Agreement may be deemed an asset or
      liability of First Health; and (c) no interest in this Agreement may
      pass by the operation of law without the consent of the Mail Handlers
      Union.

      8.2.3  The Mail Handlers Union gives not less than forty days written
      notice before the first submission of benefits or rates is due to OPM
      for the Plan year following the last Plan year of the then-current
      Term.  Such termination will be effective at the expiration of the
      then-current Term.

      8.2.4  The Prime Subcontract is terminated or expires.  Such
      termination will be effective at the end of the then-current Agreement
      Year.

 8.3  Termination By First Health.  This Agreement may be terminated by
 written notice thereof given by First Health to the Mail Handlers Union if
 any one of the following occurs:

      8.3.1  Failure of the Mail Handlers Union to meet any material
      covenant, agreement, or obligation provided for in this Agreement if it
      has not commenced to cure any such default within 20 days and has not
      cured such default within 90 days after written notice thereof to the
      Mail Handlers Union by First Health.

      8.3.2  Failure of the Underwriter to make payment under this Agreement
      when due, and if payment is not made within 20 days following written
      notice of non-payment sent by First Health to the Mail Handlers Union,
      provided that such failure was not due to any action or inaction of
      First Health or its affiliates.

      8.3.3  The Mail Handlers Union becomes insolvent, or is adjudicated as
      a bankrupt entity, or its business comes into possession or control,
      even temporarily, of any trustee in bankruptcy, or a receiver is
      appointed for it, or it makes a general assignment for the benefit of
      creditors.  If any of these events occurs: (a) no interest in this
      Agreement may be deemed an asset of creditors; (b) no interest in this
      Agreement may be deemed an asset or liability of the Mail Handlers
      Union; and (c) no interest in this Agreement may pass by operation
      of law without the consent of First Health.

      8.3.4  First Health gives not less than forty days written notice
      before the first submission of benefits or rates is due to OPM for the
      Plan year following the last Plan year of the then-current Term.  Such
      termination will be effective at the expiration of the then-current
      Term.

      8.3.5  The Prime Subcontract is terminated or expires.  Such
      termination will be effective at the end of the then-current Agreement
      Year.

 8.4  Obligations Upon Termination.  Upon the effective date of the
 termination of this Agreement, in whole or in part, as applicable:

      8.4.1  The Underwriter or First Health will promptly pay to the other
      party all moneys due hereunder.

      8.4.2  Each party will immediately cease to use the other party's
      documents, systems, logos, service marks, trademarks, trade names,
      methods and techniques in any form.

      8.4.3  The Underwriter will immediately cease reimbursing Contract
      Providers at the Contract Rates except for those Members admitted to or
      receiving services from a Contract Provider prior to the effective date
      of termination.  For such Members, the Underwriter may reimburse
      Contract Providers at the Contract Rates for the duration of the
      inpatient stay or for a period of 60 days after the effective date of
      termination for outpatient care services.


                   ARTICLE 9   LIMITED ROLE OF FIRST HEALTH

 9.1  First Health's Role in Relation to Medical Services.  The parties
 acknowledge and agree that:  (a) First Health does not provide, direct or
 control the provision of medical services to Members; (b) the provision of
 Contract Provider information in any medium by First Health is not the
 provision of medical diagnostic or treatment services, medical advice or
 health advice; (c) all decisions regarding medical services are made solely
 by the Member and the attending practitioner and the rendering of medical
 services to a Member and the results thereof are solely within the control
 of the provider of medical services providing the services, and the Members;
 and (d) execution of this Agreement and the performance of its obligations
 does not constitute an undertaking by the parties to render any medical
 services, or to assume or guarantee the results thereof to Members, or
 to guarantee that medical services will be rendered in accordance with
 generally accepted standards or procedures.

 9.2  Cooperation.  The parties will cooperate as necessary in order to
 comply with the requirements imposed by OPM related to the services provided
 hereunder.


                 ARTICLE 10   CONFIDENTIALITY OF INFORMATION

 10.1 Confidential Proprietary Information.

      10.1.1    "Confidential Proprietary Information" means any non-public
      proprietary information, including, but not limited to, the terms of
      this Agreement, information about fees, computer software, business
      procedures and manuals, data review criteria, Contract Provider
      databases and directories and Contract Rates.  For purposes of this
      Agreement, Confidential Proprietary Information does not include: (a)
      information publicly available by means other than wrongful disclosure
      or lawfully obtained from third parties without any confidentiality
      obligations; (b) information which is required by law or by a
      government agency to be disclosed by a party, provided that such party
      immediately notifies the other party of the requirements for such
      disclosure and reasonably cooperates in obtaining any protective order
      desired by the other party with regard to such information; (c)
      information independently developed by the other party; or (d)
      information provided to the other party with the intention that it be
      published, disseminated, released or distributed by such other party to
      Members, Contract Providers, or to the general public.

      10.1.2  The parties agree that all Confidential Proprietary Information
      of either party may not be disclosed, except as provided below, without
      the express written approval of the other party.  Further, Confidential
      Proprietary Information may be disclosed only to those persons who need
      to know, and only to the extent necessary, in order to carry out the
      terms of this Agreement.  The Mail Handlers Union will require any of
      its health benefits vendors with access to any Confidential Proprietary
      Information of First Health to keep such Confidential Proprietary
      Information confidential.  Confidential Proprietary Information may
      not be used in any way not specifically allowed under this Agreement,
      including in each party's own business, whether or not competitive with
      the other party.  Each party will notify the other party of any loss or
      accidental or unauthorized disclosure of Confidential Proprietary
      Information.

      10.1.3  The parties recognize that no remedy of law may be adequate to
      compensate either party for a breach of the provisions of this Article;
      therefore, both parties agree that either party may seek temporary and
      permanent injunctive relief against the breaching party, in addition to
      all other remedies which either is otherwise entitled, and this Section
      in no way limits such other remedies of the parties.  Such temporary or
      permanent injunctive relief may be granted without bond which each
      party does hereby waive.

 10.2 Confidential Medical Information.

      10.2.1  The parties agree that legal and professional considerations
      require that all Confidential Medical Information be kept confidential,
      and each party agrees to comply with all applicable laws governing the
      confidentiality of Confidential Medical Information.  "Confidential
      Medical Information" means Members' non-public medical or personal
      information containing information which allows the identification of
      the Members, the Mail Handlers Union or the Plan.  In connection with
      the disclosure or other transfer of Confidential Medical Information
      among Members' medical services providers, the Mail Handlers Union
      and/or Authorized Designees as necessary in the performance of duties
      under this Agreement or upon the Mail Handlers Union's request (each,
      a "Confidential Medical Information Transfer"), the Mail Handlers Union
      will obtain from the appropriate Member(s) a valid authorization form
      permitting the Confidential Medical Information Transfer ("Release
      Authorization").  If the Mail Handlers Union requests First Health
      to perform a Confidential Medical Information Transfer, under
      the provisions of this Agreement or by other means, such request
      constitutes the Mail Handlers Union's representation and warranty
      that the requested Confidential Medical Information Transfer is to an
      authorized representative of the Plan for a lawful purpose and the Mail
      Handlers Union has obtained the appropriate Release Authorization(s).
      Notwithstanding the above, the Mail Handlers Union may be required to
      provide a copy of the applicable Release Authorization(s) prior to a
      Confidential Medical Information Transfer.

      10.2.2  The Mail Handlers Union agrees that First Health may
      release Confidential Medical Information:  (a) to the Member to
      whom such information pertains, or his/her legal guardian or other
      representative, upon receipt of written authorization from such Member;
      and (b) as required by order of a court or administrative agency with
      jurisdiction in the matter.


                              ARTICLE 11   AUDIT

 Subject to Article 10, the Mail Handlers Union agrees that at its office,
 during normal business hours, and upon not less than 30 days advance notice,
 First Health will have the right to examine records which the Mail Handlers
 Union has kept which relate directly to services received pursuant to this
 Agreement.  Subject to Article 10, First Health agrees that at its office,
 during normal business hours, and subject to First Health's standard audit
 procedures, the Mail Handlers Union will have the right to examine records
 which First Health has kept which relate directly to services provided
 pursuant to this Agreement.  The auditing party will provide a summary of
 the final results of such audit or examination to the other party. Such
 right of examination will continue for a period of not less than five years
 after the date of discharge, end of the treatment, or the end of First
 Health's services in relation to the specific episode of care.  The auditing
 party agrees to pay the other party for its costs incurred in supporting
 such audits at the audited party's then-current audit fees.  Each party
 may require the other party's representatives to execute a confidentiality
 agreement prior to commencing any such audit.


                   ARTICLE 12   ADDITIONAL OPM REQUIREMENTS

 12.1 All provisions or clauses of the Prime Contract, including without
 limitation, the provisions listed below, that are required to be
 incorporated herein are so incorporated by reference thereto.  For purposes
 of this Agreement, all applicable references in the following provisions
 of the Prime Contract to the "Contractor" or "Carrier" shall be treated as
 references to First Health, and all references to the "Contract" or "Prime
 Contract" therein shall be treated as references to this Agreement.  The
 following provisions of the Prime Contract are specifically incorporated
 herein by reference and shall be binding on First Health:

      Section 1.6    Confidentiality of Records

      Section 3.8    Contractor Records Retention

      Section 5.19   Equal Opportunity

      Section 5.22   Affirmative Action for Disabled Veterans and Veterans
                     of the Vietnam Era

      Section 5.23   Affirmative Action for Workers with Disabilities

      Section 5.60   Subcontracts for Commercial Items and Commercial
                     Components


                         ARTICLE 13   INDEMNIFICATION

      Should the Mail Handlers Union incur any costs, expenses, judgments,
 damages, liabilities, legal fees, or other reasonable costs of litigation
 or defense of any claim, including reasonable attorneys' fees and costs
 (collectively, "Costs or Liabilities"), whether in settlement of any cause
 of action or threatened cause of action, which settlement First Health
 approves, or as a result of an order or judgment of a court of competent
 jurisdiction, which Costs or Liabilities result or arise from any third-
 party claims related to the performance of services hereunder by First
 Health, First Health agrees to indemnify, hold harmless and reimburse
 the Mail Handlers Union to the extent of any such Costs or Liabilities.


                       ARTICLE 14   GENERAL PROVISIONS

 14.1 Independent Contractors.  The relationship between the parties is that
 of independent contractors.  Nothing herein is intended or will be construed
 to establish any agency, employment, partnership, or joint venture
 relationship between the parties.  Each party is solely responsible for
 the direction, control, and management of its subcontractors, agents and
 employees.

 14.2 Non-Exclusivity.  The Mail Handlers Union acknowledges that First
 Health offers its services on a national basis, including to businesses or
 organizations which may be competitive with the Mail Handlers Union.  The
 Mail Handlers Union agrees that nothing, whether contained in this Agreement
 or otherwise, limits, restricts or prevents First Health from providing its
 services to any other entity.

 14.3 No Third-Party Beneficiaries.  This Agreement is entered into by and
 between the parties hereto solely for their benefit.  The parties have not
 created or established any third-party beneficiary status or rights in any
 person or entity not a party hereto including, but not limited to, any
 Member, provider, subcontractor, or other third-party, and no such third-
 party will have any right to enforce any right or enjoy any benefit created
 or established under this Agreement.

 14.4 Insurance.  Each party will, so long as such coverage is available in
 the market and at a reasonable cost within each party's judgment, at all
 times for the Term maintain in effect insurance that is commonly maintained
 by similar entities in the same types of organization or industry.

 14.5 Compliance.  Each party will comply with all applicable licensing and
 regulatory requirements for each Geographic Area in which First Health
 provides services to the Mail Handlers Union under this Agreement.  Upon
 request by the other party, each party will promptly provide to the
 requesting party such information and documentation as the requesting party
 deems necessary for its compliance with applicable licensing and regulatory
 requirements.

 14.6 Force Majeure.  The obligations of a party under this Agreement will be
 suspended for the duration of any force majeure applicable to that party.
 The term "force majeure" means any cause not reasonably within the control
 of the party claiming suspension, including, without limitation, an act of
 God, industrial disturbance, war, riot, weather-related disaster, earthquake
 and governmental action.  The party claiming suspension under this Section
 will take reasonable steps to resume performance as soon as possible without
 incurring unreasonably excessive costs.

 14.7 Entire Agreement; Amendments; Facsimile.  This Agreement including any
 riders, attachments or amendments hereto, constitutes the entire agreement
 between the parties.  This Agreement supersedes any prior agreement or
 understandings pertaining to the services provided hereunder, whether oral
 or written, and may be amended only by a writing executed by authorized
 representatives of First Health and the Mail Handlers Union.  A facsimile or
 other reproductive type copy of this Agreement, so long as signed by both
 parties, will be considered an original and will be fully enforceable
 against both parties.

 14.8 Choice of Law. All terms of this Agreement are intended by the parties
 to be subject to interpretation in accordance with the laws of the United
 States.  However, to the extent that federal law is deemed not to govern
 this Agreement and the interpretation thereof, the laws of the State of
 Illinois will so govern without regard to principles of conflict or choice
 of law.

 14.9 Assignment and Delegation.  Neither party may assign its rights or
 duties under this Agreement without the prior written consent of the other,
 except that First Health may assign this Agreement or its rights and duties
 under this Agreement to a different subsidiary or affiliate of First Health
 (with the prior approval of OPM), provided that such assignment will not
 relieve First Health of its liabilities under this Agreement.  The Mail
 Handlers Union acknowledges that certain services may be performed by
 affiliates of First Health, and First Health expressly delegates its
 obligations herein to perform such services to certain designated
 affiliates, provided that such delegation will not relieve First Health of
 any liability under this Agreement.  This Agreement is binding upon and will
 inure to the benefit of the respective parties hereto and their successors
 and permitted assigns.

 14.10     Headings.  All headings are for convenience only and may not be
 deemed to limit, define or restrict the meaning or contents of the Articles
 and Sections.

 14.11     Use of Marks.  Neither party may in any way infringe upon or harm
 the rights of the other party in its service marks, trademarks, copyrights,
 and other proprietary marks.  Neither party may, without the prior written
 approval of the other party, use any mark or name of the other party.
 Notwithstanding the foregoing, this provision does not prohibit the Mail
 Handlers Union from identifying First Health as its vendor of health
 benefits services nor does it prohibit First Health from identifying the
 Mail Handlers Union as a party to whom First Health is providing such
 services.

 14.12     Unenforceable Provisions.  If any provision of this Agreement
 conflicts with the Prime Contract or is held to be illegal or unenforceable
 by a court of competent jurisdiction, the remaining provisions will remain
 in effect and the illegal or unenforceable provision will be modified so
 as to conform to the original intent of this Agreement to the greatest
 extent legally permissible.  Notwithstanding the foregoing, if any such
 modification causes a material change in the obligations or rights of either
 party, upon written notice from one party to the other of the adverse effect
 thereof upon such notifying party, and then if the parties are not able to
 mutually agree as to an amendment hereto, the notifying party may terminate
 this Agreement upon 30 days written notice to the other party.

 14.13     Notices.  Any notice required pursuant to this Agreement must
 be in writing and sent by registered or certified mail, return receipt
 requested, by fax with proof of delivery, or by a nationally recognized
 private overnight carrier with proof of delivery, to the addresses of the
 parties set forth below in this Agreement.  The date of notice will be the
 date on which the recipient receives notice or refuses delivery.  All
 notices must be addressed as follows or to such other address as a party
 may identify in a notice to the other party:

 For First Health:   First Health Group Corp.
                     3200 Highland Avenue
                     Downers Grove, Illinois  60515
                     Attn:  Mr. Edward L. Wristen, CEO
                     Fax Number:  (630) 737-7878

                     CC:  General Counsel
                     Fax Number:  (630) 737-7518

 For the Mail Handlers Union:

                     Mr. William H. Quinn, National President
                     Mr. Mark A. Gardner, National Secretary-Treasurer
                     National Postal Mail Handlers Union
                     1101 Connecticut Ave, N.W., Suite 500
                     Washington, D.C. 20036
                     Fax Number:  (202) 833-0008

 14.14     Waiver.  A waiver of a breach or default under this Agreement is
 not a waiver of any other or subsequent breach or default.  A failure or
 delay in enforcing compliance with any term or condition of this Agreement
 does not constitute a waiver of such term or condition unless it is
 expressly waived in writing.

 14.15     Negotiated Agreement.  Each party acknowledges that this Agreement
 resulted from negotiations by and between the parties, and therefore any
 rule of construction requiring ambiguities to be construed against the
 drafter of an agreement will not apply to any provision of this Agreement.

 14.16     OPM Approval.  The parties recognize that this Agreement is
 subject to approval by OPM, and that amendments hereto when so required by
 law are also subject to OPM approval.

 14.17     Survivability.  The provisions of Sections 5.2, 7.1 and 8.4 and
 Articles 9, 10, 11, 12, 13 and 14 will survive the termination of this
 Agreement.
 IN WITNESS WHEREOF, the parties have executed this Agreement the day and
 date first above written by their duly authorized officers for and on behalf
 of said entity.




 NATIONAL POSTAL MAIL HANDLERS UNION, A DIVISION OF THE LABORERS
 INTERNATIONAL UNION OF NORTH AMERICA, AFL-CIO d/b/a MAIL HANDLERS BENEFIT
 PLAN


 By:
        ---------------------------------------
 Title:
        ---------------------------------------
 Date:
        ---------------------------------------



 FIRST HEALTH GROUP CORP.


 By:
        ---------------------------------------
        Edward L. Wristen

 Title: CEO President & Chief Operating Officer
        ---------------------------------------
 Date:
        ---------------------------------------


<PAGE>


   First Health[R] is a registered service mark of First Health Group Corp.


                     GEOGRAPHIC AREAS AND EFFECTIVE DATES

 Geographic    The First Health[R]       Geographic    The First Health[R]
    Area             Network                Area             Network
    ----             -------                ----             -------
     AL             1/1/2003                 MT              1/1/2003
     AK*            1/1/2003                 NE              1/1/2003
     AZ             1/1/2003                 NV              1/1/2003
     AR             1/1/2003                 NH              1/1/2003
     CA             1/1/2003                 NJ              1/1/2003
     CO             1/1/2003                 NM              1/1/2003
     CT             1/1/2003                 NY*             1/1/2003
     DE             1/1/2003                 NC              1/1/2003
     DC             1/1/2003                 ND              1/1/2003
     FL             1/1/2003                 OH              1/1/2003
     GA             1/1/2003                 OK              1/1/2003
     HI             1/1/2003                 OR              1/1/2003
     ID             1/1/2003                 PA              1/1/2003
     IL             1/1/2003                 PR*             1/1/2003
     IN             1/1/2003                 RI              1/1/2003
     IA             1/1/2003                 SC              1/1/2003
     KS             1/1/2003                 SD              1/1/2003
     KY             1/1/2003                 TN              1/1/2003
     LA             1/1/2003                 TX              1/1/2003
     ME*            1/1/2003                 UT              1/1/2003
     MD             1/1/2003                 VT              1/1/2003
     MA             1/1/2003                 VA              1/1/2003
     MI             1/1/2003                 WA              1/1/2003
     MN             1/1/2003                 WV              1/1/2003
     MS             1/1/2003                 WI              1/1/2003
     MO             1/1/2003                 WY*             1/1/2003


 *   The Mail Handlers Union acknowledges that The First Health[R] Network
     is not fully developed.

</TEXT>
</DOCUMENT>
