UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 1-5975
HUMANA INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)	61-0647538
(I.R.S. Employer
Identification Number)	
500 West Main Street
Louisville, Kentucky 40202
(Address of principal executive offices, including zip code)

(502) 580-1000
(Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes  X  No __ ____

      Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
Class of Common Stock
$0.16 2/3 par value	Outstanding at
October 31, 2001
168,696,631 shares	

Humana Inc.
FORM 10-Q
SEPTEMBER 30, 2001	
INDEX	
Part I: Financial Information	Page	
Item 1.	Financial Statements	
 	Condensed Consolidated Balance Sheets at September 30, 2001 and
    December 31, 2000 Balance Sheet	3	
 	Condensed Consolidated Statements of Income for the three and nine
    months ended September 30, 2001 and 2000	4	
 	Condensed Consolidated Statements of Cash Flows for the nine months ended
    September 30, 2001 and 2000	5	
 	Notes to Condensed Consolidated Financial Statements	6	
Item 2.	Management's Discussion and Analysis of Financial Condition and
    Results of Operations	14	
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30	
Part II: Other Information	 	
Item 1.	Legal Proceedings	31	
Item 6.	Exhibits and Reports on Form 8-K	34	
Signatures	35	
 	 	 	
2

Humana Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS	 	
 	 	 	 	 	September 30,
2001

	 	 	December 31,
2000

	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	(Unaudited)	 	 	(Audited)	 	 	 	 	
 	 	 	 	 	(in millions, except share amounts)	 	 	 	 	
Assets	 	 	 	
Current assets:	 	 	 	
   Cash and cash equivalents	 	$	592	 	 	$	658	 	 	 	 	
   Investment securities	 	 	1,392	 	 	 	1,409	 	 	 	 	
   Premiums receivable, less allowance for doubtful accounts
      of $41 at September 30, 2001 and $42 at December 31, 2000	 	 	282	 	 	 	205	 	 	 	 	
   Other	 	 	185	 	 	 	227	 	 	 	 	

	 	 	

	 	 	 	 	
Total current assets	 	 	2,451	 	 	 	2,499	 	 	 	 	
Long-term investment securities	 	 	274	 	 	 	240	 	 	 	 	
Property and equipment, net	 	 	453	 	 	 	435	 	 	 	 	
Goodwill	 	 	793	 	 	 	790	 	 	 	 	
Other	 	 	203	 	 	 	203	 	 	 	 	

	 	 	

	 	 	 	 	
        Total assets	 	$	4,174	 	 	$	4,167	 	 	 	 	

	 	 	

	 	 	 	 	
Liabilities and Stockholders' Equity	 	 	 	
Current liabilities:	 	 	 	
   Medical and other expenses payable	 	$	1,130	 	 	$	1,181	 	 	 	 	
   Trade accounts payable and accrued expenses	 	 	422	 	 	 	402	 	 	 	 	
   Book overdraft	 	 	141	 	 	 	149	 	 	 	 	
   Unearned premium revenues	 	 	283	 	 	 	333	 	 	 	 	
   Short-term debt	 	 	271	 	 	 	600	 	 	 	 	

	 	 	

	 	 	 	 	
      Total current liabilities	 	 	2,247	 	 	 	2,665	 	 	 	 	
Long-term debt	 	 	318	 	 	 	-	 	 	 	 	
Professional liabilities and other obligations	 	 	145	 	 	 	142	 	 	 	 	

	 	 	

	 	 	 	 	
      Total liabilities	 	 	2,710	 	 	 	2,807	 	 	 	 	

	 	 	

	 	 	 	 	
Commitments and contingencies	 	 	 	
Stockholders' equity:	 	 	 	
   Preferred stock, $1 par; 10,000,000 shares authorized, none issued	 	 	-	 	 	 	-	 	 	 	 	
   Common stock, $0.16 2/3 par; 300,000,000 shares authorized;       170,662,634 and 170,889,142 shares issued in 2001 and 2000,       respectively	 	 	28	 	 	 	28	 	 	 	 	
   Capital in excess of par value	 	 	923	 	 	 	923	 	 	 	 	
   Retained earnings	 	 	543	 	 	 	461	 	 	 	 	
   Accumulated other comprehensive income (loss)	 	 	6	 	 	 	(8	)	 	 	 	
   Unearned restricted stock compensation	 	 	(21	)	 	 	(30	)	 	 	 	
   Treasury stock, at cost, 1,874,004 and 1,823,348 shares in 2001 and       2000, respectively	 	 	(15	)	 	 	(14	)	 	 	 	

	 	 	

	 	 	 	 	
      Total stockholders' equity	 	 	1,464	 	 	 	1,360	 	 	 	 	

	 	 	

	 	 	 	 	
        Total liabilities and stockholders' equity	 	$	4,174	 	 	$	4,167	 	 	 	 	

	 	 	

	 	 	 	 	
See accompanying notes to condensed consolidated financial statements.	 	 	 	
3

Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	For the three months ended
September 30,

	 	For the nine months ended
September 30,

	 	
 	 	2001

	 	2000

	 	2001

	 	2000

	 	
 	 	(in millions)	 	
Revenues:	 	
   Premiums	 	$	2,541	 	$	2,588	 	$	7,395	 	$	7,865	 	
   Administrative services fees	 	 	40	 	 	19	 	 	87	 	 	68	 	
   Investment and other income	 	 	30	 	 	28	 	 	90	 	 	86	 	

	 	

	 	

	 	

	 	
      Total revenues	 	 	2,611	 	 	2,635	 	 	7,572	 	 	8,019	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	 	2,118	 	 	2,179	 	 	6,172	 	 	6,664	 	
   Selling, general and administrative	 	 	399	 	 	382	 	 	1,133	 	 	1,144	 	
   Depreciation and amortization	 	 	41	 	 	38	 	 	119	 	 	109	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	 	2,558	 	 	2,599	 	 	7,424	 	 	7,917	 	

	 	

	 	

	 	

	 	
Income from operations	 	 	53	 	 	36	 	 	148	 	 	102	 	
   Interest expense	 	 	6	 	 	7	 	 	20	 	 	22	 	

	 	

	 	

	 	

	 	
Income before income taxes	 	 	47	 	 	29	 	 	128	 	 	80	 	
   Provision for income taxes	 	 	17	 	 	6	 	 	46	 	 	17	 	

	 	

	 	

	 	

	 	
Net income	 	$	30	 	$	23	 	$	82	 	$	63	 	

	 	

	 	

	 	

	 	
Basic earnings per common share	 	$	0.18	 	$	0.14	 	$	0.50	 	$	0.38	 	

	 	

	 	

	 	

	 	
Diluted earnings per common share	 	$	0.18	 	$	0.14	 	$	0.49	 	$	0.38	 	

	 	

	 	

	 	

	 	
See accompanying notes to condensed consolidated financial statements.	
4

Humana Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)	 	
 	 	For the nine months ended
September 30,

	 	
 	 	2001

	 	 	2000

	 	
 	 	(in millions)	 	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	
   Net income	 	$	82	 	 	$	63	 	
   Adjustments to reconcile net income to net cash provided by
      (used in) operating activities:	 	 	 	 	 	 	 	 	
   Depreciation and amortization	 	 	119	 	 	 	109	 	
   Provision for deferred income taxes	 	 	40	 	 	 	18	 	
   Payment for government audit settlement	 	 	(8	)	 	 	(15	)	
   Changes in operating assets and liabilities excluding effects of       acquisitions and divestitures:	 	 	 	 	 	 	 	 	
         Premiums receivable	 	 	16	 	 	 	8	 	
         Other assets	 	 	12	 	 	 	(13	)	
         Medical and other expenses payable	 	 	(156	)	 	 	(145	)	
         Workers' compensation run-out claims reduction	 	 	-	 	 	 	(30	)	
         Other liabilities	 	 	10	 	 	 	27	 	
         Unearned premium revenues	 	 	(55	)	 	 	(259	)	
   Other	 	 	-	 	 	 	(2	)	

	 	 	

	 	
         Net cash provided by (used in) operating activities	 	 	60	 	 	 	(239	)	

	 	 	

	 	
Cash flows from investing activities:	 	 	 	 	 	 	
   Acquisitions, net of cash and cash equivalents acquired	 	 	(32	)	 	 	(12	)	
   Dispositions, net of cash and cash equivalents disposed	 	 	-	 	 	 	32	 	
   Purchases of investment securities	 	 	(1,359	)	 	 	(744	)	
   Maturities of investment securities	 	 	421	 	 	 	365	 	
   Proceeds from sales of investment securities	 	 	965	 	 	 	260	 	
   Purchases of property and equipment	 	 	(82	)	 	 	(99	)	
   Proceeds from sales of property and equipment	 	 	-	 	 	 	14	 	

	 	 	

	 	
         Net cash used in investing activities	 	 	(87	)	 	 	(184	)	

	 	 	

	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
   Revolving credit agreement repayments	 	 	(250	)	 	 	-	 	
   Net commercial paper repayments	 	 	(80	)	 	 	(77	)	
   Proceeds from issuance of senior notes	 	 	296	 	 	 	-	 	
   Change in book overdraft	 	 	(8	)	 	 	(86	)	
   Common stock repurchases	 	 	(2	)	 	 	(26	)	
   Other	 	 	5	 	 	 	(2	)	

	 	 	

	 	
         Net cash used in financing activities	 	 	(39	)	 	 	(191	)	

	 	 	

	 	
Decrease in cash and cash equivalents	 	 	(66	)	 	 	(614	)	
Cash and cash equivalents at beginning of period	 	 	658	 	 	 	978	 	

	 	 	

	 	
Cash and cash equivalents at end of period	 	$	592	 	 	$	364	 	

	 	 	

	 	
Supplemental cash flow information:	 	 	 	 	 	 	 	 	
   Interest payments	 	$	20	 	 	$	23	 	
   Income tax payments (refunds), net	 	$	3	 	 	$	(35	)	
See accompanying notes to condensed consolidated financial statements.	
5

Humana Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited	

(A)  Basis of Presentation

     The accompanying condensed consolidated financial statements are presented in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America, or those normally made in an Annual Report on Form 10-K. References to "we," "us," "our" and "Humana" mean Humana Inc. and all entities we own or control. For further information, the reader of this Form 10-Q should refer to the Form 10-K of Humana Inc., for the year ended December 31, 2000 that we filed with the Securities and Exchange Commission, or the SEC, on March 30, 2001, as well as the Form S-3 Registration Statement that we filed with the SEC on August 3, 2001.

     The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although our estimates are based on knowledge of current events and anticipated future events, actual results may ultimately differ from those estimates.

     The financial information has been prepared in accordance with our customary accounting practices and has not been audited. In our opinion, the information presented reflects all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature. We have reclassified certain items in the prior year's condensed consolidated financial statements to conform with the current year presentation.

(B)  Recent Transaction

     On May 31, 2001, we acquired for $45 million cash, plus transaction costs of approximately $2 million, the outstanding shares of common stock of a newly formed Anthem Health Insurance Company subsidiary responsible for administering TRICARE benefits to approximately 1.2 million eligible members. We provide ASO services for 592,000 of the total 1.2 million eligible members. We accounted for this acquisition under the purchase method of accounting and accordingly, our consolidated results of operations include the results of the acquired TRICARE business from the date of acquisition. We allocated the purchase price to net tangible and identifiable intangible assets based on their fair value. Any remaining value not assigned to net tangible and identifiable intangible assets was then allocated to goodwill. We allocated $12 million to identifiable intangible assets, representing the value assigned to an acquired contract, which is being amortized on a straight-line basis over approximately 2 years. We allocated $35 million to goodwill, amortized on a straight-line basis over 20 years. The purchase price and allocation is subject to adjustment, no later than January 2002, based upon completion of a final balance sheet as of May 31, 2001.

(C)  Debt

     Credit Agreements

     As of September 30, 2001, we maintained an unsecured revolving credit agreement, which provided a line of credit of up to $1.0 billion and was set to expire in August 2002. Principal amounts outstanding under that credit agreement were $270 million at September 30, 2001, and $520 million at December 31, 2000. Under this agreement, at our option, we could borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion of the agreement would bear interest at a floating rate, ranging from LIBOR plus 35 basis points to LIBOR plus 80 basis points, depending on our capitalization and credit ratings. The competitive advance portion of the agreement would bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate basis, at our option. In addition, we paid a 15 basis point annual facility fee on the entire $1.0 billion facility amount, regardless of utilization. This facility fee fluctuated between 6.5 and 20 basis points depending on our capitalization and credit ratings. We also paid a 12.5 basis point annual usage fee when borrowings exceed one-third of the facility amount. Our effective interest rate on borrowings outstanding under this credit agreement at September 30, 2001 was 3.94%. Our credit agreement contained customary covenants and events of default. We were in compliance with all covenants at September 30, 2001. The carrying value of our borrowings under this credit agreement approximated fair value as the interest rate on our borrowings varied with market rates.

6

     On October 11, 2001, we replaced our existing credit agreement with two new unsecured revolving credit agreements consisting of a $265 million 4-year revolving credit agreement and a $265 million 364-day revolving credit agreement with a one-year term out option. In addition, the 364-day revolving credit agreement supports a new conduit commercial paper financing program of up to $265 million. Under this program, a third party issues commercial paper and loans the proceeds of those issuances to us so that the interest and principal payments on the loans match those on the underlying commercial paper.

     Under these new agreements, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion of both the 4-year and 364-day agreements bear interest at either a fixed rate or floating rate based on LIBOR plus a spread. The spread, which varies depending on our credit ratings, ranges from 80 to 125 basis points for our 4-year agreement and 85 to 137.5 basis points for our 364-day agreement. We also pay an annual facility fee regardless of utilization. This facility fee, currently 25 basis points, may fluctuate between 15 and 50 basis points, depending upon our credit ratings. The competitive advance portion of any borrowings under either the 4-year or 364-day revolving credit agreements will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate basis, at our option.

     Our new credit agreements contain customary restrictive and financial covenants as well as customary events of defaults, including financial covenants regarding minimum consolidated net worth, maximum leverage, and minimum interest coverage amounts substantially similar to those that existed under the agreement in place at September 30, 2001.

     Commercial Paper Program

     We also maintain and issue short-term debt securities under a commercial paper program. The program is backed by our new credit agreements described above. Aggregate borrowings under both the credit agreements and the commercial paper program cannot exceed $530 million. We had no commercial paper borrowings outstanding at September 30, 2001, and $80 million outstanding at December 31, 2000.

     Senior Notes

     On August 7, 2001, we issued $300 million 7 1/4% senior, unsecured notes due August 1, 2006 at 99.759%. Our net proceeds, reduced for costs of the offering, were approximately $296 million. The net proceeds from this offering were used to repay a portion of the amounts outstanding under our existing credit facility.

     In order to hedge the risk of changes in the fair value of our $300 million 7 1/4% senior notes attributable to fluctuations in interest rates, we entered into interest rate swap agreements. Interest rate swap agreements, which are considered derivatives, are contracts that exchange interest payments on a specified principal amount, or notional amount, for a specified period. Our interest rate swap agreements exchange the 7 1/4% fixed interest rate under our senior notes for a variable interest rate, which was 3.91% at September 30, 2001. The $300 million swap agreements mature on August 1, 2006, and have the same critical terms as our senior notes. Changes in the fair value of the 7 1/4% senior notes and the swap agreements due to changing interest rates are assumed to offset each other completely, resulting in no impact to earnings from hedge ineffectiveness.

     Our swap agreements are recognized in our condensed consolidated balance sheet at fair value with an equal and offsetting adjustment to the carrying value of our senior notes. At September 30, 2001, the $13 million fair value of our swap agreements is included in other long-term assets. Likewise, the carrying value of our senior notes has been increased $13 million to its fair value. The counterparties to our swap agreements are major financial institutions with which we also have other financial relationships.

7

(D)  Earnings Per Common Share

     Basic earnings per common share is computed on the basis of the weighted average number of unrestricted common shares outstanding. Diluted earnings per common share is computed on the basis of the weighted average number of unrestricted common shares outstanding plus the dilutive effect of outstanding employee stock options and restricted shares using the "treasury stock" method.

     There were no adjustments required to be made to net income for purposes of computing basic or diluted earnings per common share. The following table presents reconciliations of the average number of unrestricted common shares outstanding used in the calculation of basic earnings per common share and diluted earnings per common share for the three and nine months ended September 30, 2001 and 2000:
 	Three months ended
September 30,

	 	Nine months ended
September 30,

	
 	2001	 	2000	 	2001	 	2000	

	 	

	 	

	 	

	
Shares used to compute basic earnings per
   common share	164,110,064	 	165,379,590	 	164,088,071	 	166,957,116	
Effect of dilutive common stock options
   and restricted shares	2,632,533	 	310,665	 	2,775,449	 	136,637	

	 	

	 	

	 	

	
Shares used to compute diluted earnings
   per common share	166,742,597	 	165,690,255	 	166,863,520	 	167,093,753	

	 	

	 	

	 	

	
Number of antidilutive stock options
   excluded from computation	5,876,220	 	13,807,697	 	6,249,637	 	11,676,093	

	 	

	 	

	 	

	
(E)  Comprehensive Income

     The following table presents details supporting the computation of comprehensive income for the three and nine months ended September 30, 2001 and 2000:
 	Three months ended
September 30,

	 	Nine months ended
September 30,

	
 	2001	 	2000	 	2001	 	2000	

	 	

	 	

	 	

	
 	(in millions)	
Net income	$	30	 	$	23	 	$	82	 	$	63	
Net unrealized investment gains, net of tax	 	11	 	 	10	 	 	14	 	 	11	

	 	

	 	

	 	

	
Comprehensive income, net of tax	$	41	 	$	33	 	$	96	 	$	74	

	 	

	 	

	 	

	

(F)  Contingencies

     Government Contracts

     Our Medicare+Choice contracts with the federal government are renewed for a one-year term each December 31 unless terminated 90 days prior thereto. Increased funding, which began March 1, 2001, under Medicare, Medicaid and the State Children's Health Insurance Benefits Improvement and Protection Act, or BIPA, is being used to provide additional reimbursement under our contracts with providers and lower member premiums in certain markets. Legislative proposals are being considered which may revise the Medicare program's current support of the use of managed health care for Medicare beneficiaries and future reimbursement rates thereunder. Management is unable to predict the outcome of these proposals or the impact they may have on our financial position, results of operations, or cash flows.

8

     Our Medicaid contracts with various states are generally annual contracts. One of our two Puerto Rico Medicaid contracts covering approximately 147,000 members was transitioned to another insurer on October 1, 2001. The loss of this contract, which accounted for approximately 1% of consolidated premium revenues for the nine months ended September 30, 2001, was not material to our financial position, results of operations, or cash flows. The other contract with the Health Insurance Administration in Puerto Rico covering approximately 248,000 members is scheduled to expire on June 30, 2002, unless extended.

     Effective July 1, 2001, our TRICARE contract for regions 3 and 4 was renewed for up to two additional years subject to annual renewal at the option of the Department of Defense. The TRICARE contract for regions 2 and 5 that we recently acquired from Anthem is scheduled to expire on May 1, 2003, subject to the exercise of an option by the Department of Defense to renew the final year of this contract.

     The loss of any of these government contracts or significant changes in these programs as a result of legislative action, including reductions in payments or increases in benefits without corresponding increases in payments, may have a material adverse effect on our revenues, profitability, and business prospects.

     Legal Proceedings

     Securities Litigation

     Six purported class action complaints were filed in 1999 in the United States District Court for the Western District of Kentucky at Louisville by purported stockholders against us and certain of our current and former directors and officers. The complaints contained the same or substantially similar allegations, namely, that we and the individual defendants knowingly or recklessly made false or misleading statements in press releases and public filings concerning our financial condition, primarily with respect to the impact of negotiations over renewal of our contract with HCA-The Healthcare Company, formerly Columbia/HCA Healthcare Corporation, which took effect April 1, 1999. The complaints allege violations of Section 10(b) of the Securities Exchange Act of 1934, or the 1934 Act, Rule 10b-5 and Section 20(a) of the 1934 Act, and seek certification of a class of stockholders who purchased shares of our common stock starting either (in four complaints) in late October 1998 or (in two complaints) on February 9, 1999, and ending (in all complaints) on April 8, 1999. Plaintiffs moved for consolidation of the actions, now styled  In re Humana Inc. Securities Litigation , and filed a consolidated complaint. On April 28, 2000, the defendants filed a motion requesting dismissal of the consolidated complaint. On November 7, 2000, the United States District Court for the Western District of Kentucky issued a memorandum opinion and order dismissing the action. On November 30, 2000, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the Sixth Circuit. We believe the above allegations are without merit and intend to continue to pursue defense of the action.

     In late 1997, three purported class action complaints were filed in the United States District Court for the Southern District of Florida by former stockholders of Physician Corporation of America, or PCA, and certain of its former directors and officers. We acquired PCA by a merger that became effective on September 8, 1997. The three actions were consolidated into a single action entitled  In re Physician Corporation of America Securities Litigation . The consolidated complaint alleges that PCA and the individual defendants knowingly or recklessly made false and misleading statements in press releases and public filings with respect to the financial and regulatory difficulties of PCA's workers' compensation business. On May 5, 1999, plaintiffs moved for certification of the purported class, and on August 25, 2000, the defendants moved for summary judgment. On January 31, 2001, defendants were granted leave to file a third-party complaint for declaratory judgment on insurance coverage, seeking a determination that the defense costs and liability, if any, resulting from the class action defense are covered by an insurance policy issued by one insurer and, in the alternative, declaring that there is coverage under policies issued by two other insurers. Defendants have moved for summary judgment on the third-party complaint, and the third party defendants have moved to dismiss or stay the third-party complaint.

9

     Managed Care Industry Class Action Litigation

     We are involved in several purported class action lawsuits that are part of a wave of generally similar actions that target the health care payor industry and particularly target managed care companies. As a result of action by the Judicial Panel on Multi District Litigation, most of the cases against us, as well as similar cases against other companies in the industry, have been consolidated in the United States District Court for the Southern District of Florida, and are now styled  In re Managed Care Litigation . The cases include separate suits against us and five other managed care companies that purport to have been brought on behalf of members, which are referred to as the subscriber track cases, and a single action against us and seven other companies that purport to have been brought on behalf of providers, which is referred to as the provider track case.

     In the subscriber track cases, the plaintiffs seek a recovery under RICO for all persons who are or were subscribers at any time during the four-year period prior to the filing of the complaints. Plaintiffs also seek to represent a subclass of policyholders who purchased insurance through their employers' health benefit plans governed by ERISA, and who are or were subscribers at any time during the six-year period prior to the filing of the complaints. The complaint alleges, among other things, that we intentionally concealed from members certain information concerning the way in which we conduct business, including the methods by which we pay providers. The plaintiffs do not allege that any of the purported practices resulted in denial of any claim for a particular benefit, but instead, claim that we provided the purported class with health insurance benefits of lesser value than promised. The complaint also alleges an industry-wide conspiracy to engage in the various alleged improper practices. We filed a motion to dismiss the complaint on July 14, 2000. On August 15, 2000, the plaintiffs filed their amended motion for class certification, seeking a class consisting of all members of our medical plans, excluding Medicare and Medicaid plans, for the period from 1990 to 1999. We filed our opposition to the motion for class certification on November 15, 2000. A hearing on the class certification issue was conducted on July 24, 2001. No ruling has been issued.

     On June 12, 2001, the federal district court rendered its decision with respect to the motions to dismiss. The court dismissed the ERISA claims against us and the other defendants on the grounds that the plaintiffs had failed to exhaust administrative remedies, but permitted the plaintiffs to file amended complaints no later than June 29, 2001. The court declined to dismiss all of the RICO fraud claims against Humana. In the subscriber track cases against other companies, the court dismissed all RICO fraud claims against the other defendants for lack of specificity in their allegations but permitted the plaintiffs to refile all dismissed RICO claims. The plaintiffs filed amended complaints against all except one of the other defendants realleging RICO and ERISA claims on June 29, 2001. Following the district court's June 12, 2001 ruling, we and other defendants requested that the court amend its ruling to allow us to ask the United States Court of Appeals for the Eleventh Circuit to review the court's refusal to follow the decision by the Third Circuit in  Maio v. Aetna  that would have resulted in dismissal of the RICO claims. The district court denied this request, but noted that the defendants could renew it following its ruling on motions to dismiss the amended complaints. The motions to dismiss were filed on August 13, 2001.

     In the provider track case, the plaintiffs assert that we and other defendants improperly (i) paid providers' claims and (ii) "downcoded" their claims by paying lesser amounts than they submitted. The complaint alleges, among other things, multiple violations under RICO as well as various breaches of contract and violations of regulations governing the timeliness of claim payments. We moved to dismiss the provider track complaint on September 8, 2000, and the other defendants filed similar motions thereafter. On March 2, 2001, the court dismissed certain of the plaintiffs' claims, including the RICO claim, pursuant to the defendants' several motions to dismiss. However, the court allowed the plaintiffs to attempt to correct the deficiencies in their complaint with an amended pleading with respect to all of the allegations except the claim under the federal Medicare regulations, which was dismissed with prejudice. The court also left undisturbed the plaintiffs' claims for breach of contract. On March 26, 2001, the plaintiffs filed their amended complaint which, among other things, added four state or county medical associations as additional plaintiffs. Two of those, the Denton County Medical Society and the Texas Medical Association, purport to bring their actions against us, as well as against several other defendant companies. The Medical Association of Georgia and the California Medical Association purport to bring their actions against various other defendant companies. The associations seek injunctive relief only. The Florida Medicaid Association has also announced its intent to join the action. On October 27, 2000, the provider track plaintiffs filed a motion for class certification. We filed our opposition to that motion on November 17, 2000. Oral argument on the motion for class certification was conducted May 7, 2001. No ruling has been issued.

     Some defendants have filed appeals to the United States Court of Appeals for the Eleventh Circuit from a ruling by the district court that refused to enforce several arbitration clauses in the provider agreements with the defendants. On June 25, 2001, the Eleventh Circuit stayed all proceedings in the district court pending these appeals. Oral argument before the Eleventh Circuit is scheduled for January 2002. Other defendants, including us, have filed similar motions to enforce arbitration agreements which have not yet been ruled on by the district court.

     We intend to continue to defend these actions vigorously.

10

    Chipps v. Humana Health Insurance Company of Florida, Inc.

     On January 4, 2000, a jury in Palm Beach County, Florida, rendered an approximately $80 million verdict against us in a case arising from removal of an insured from a special case management program. The award included approximately $78.5 million of punitive damages, $1 million of damages for emotional distress and $29,000 of damages for contractual benefits. On September 19, 2001, the Court of Appeals overturned the verdict, citing numerous errors by the trial court, and remanded for a new trial. The plaintiff filed a Motion for Rehearing EnBanc with the Court of Appeals on October 3, 2001.

     Government Audits and Other Litigation and Proceedings

     In July 2000, the Office of the Florida Attorney General initiated an investigation, apparently relating to some of the same matters that are involved in the purported class action lawsuits described above. While the Attorney General has filed no action against us, he has indicated that he may do so in the future. On September 21, 2001, the Texas Attorney General initiated a similar investigation.

     On May 31, 2000, we entered into a five-year Corporate Integrity Agreement, or CIA, with the Office of Inspector General, or OIG, of the Department of Health and Human Services. Under the CIA, we are obligated to, among other things, provide training, conduct periodic audits and make periodic reports to the OIG.

     In addition, our business practices are subject to review by various state insurance and health care regulatory authorities and federal regulatory authorities. Recently, there has been increased scrutiny by these regulators of the managed health care companies' business practices, including claims payment practices and utilization management. We have been and continue to be subject to such reviews. Some of these could require changes in some of our practices and could also result in fines or other sanctions.

     We also are involved in other lawsuits that arise in the ordinary course of our business operations, including claims of medical malpractice, bad faith, failure to properly pay claims, nonacceptance or termination of providers, failure to disclose network discounts and various provider arrangements, challenges to subrogation practices, and claims relating to performance of contractual obligations to providers and others. Recent court decisions and pending state and federal legislative activity may increase our exposure for any of these types of claims.

     Personal injury claims and claims for extracontractual damages arising from medical benefit denials are covered by insurance from our wholly owned captive insurance subsidiary and excess carriers, except to the extent that claimants seek punitive damages, which may not be covered by insurance in certain states in which insurance coverage for punitive damages is not permitted. In connection with the case of  Chipps v. Humana Health Insurance Company of Florida, Inc. , our insurance carriers have preliminarily indicated they believe no coverage may be available for a punitive damages award. Other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of insurance may not be enough to cover the damages awarded. In addition, insurance coverage for all or certain forms of liability may become unavailable or prohibitively expensive in the future.

     We do not believe that any pending or threatened legal actions against us or audits by agencies will have a material adverse effect on our financial position, results of operations, or cash flows. However, the likelihood or outcome of current or future suits, like the purported class action lawsuits described above and the appeal of the Chipps case, cannot be accurately predicted with certainty. In addition, the increased litigation which has accompanied the recent negative publicity and public perception of our industry adds to this uncertainty. Therefore, such legal actions could have a material adverse effect on our financial position, results of operations, and cash flows.

11

(G)  Segment Information

     During the first quarter of 2001, we realigned our management to better reflect our focus on the consumer. As part of this management realignment, we redefined our business into two segments, Commercial and Government. The Commercial segment includes three lines of business: fully insured medical, administrative services only, or ASO, and specialty. The Government segment includes three lines of business: Medicare+Choice, Medicaid, and TRICARE. Results of each segment are measured based upon income from operations before income taxes. We allocate administrative expenses, investment and other income, and interest expense, but not assets, to our segments. Members served by the two segments generally utilize the same medical provider networks, enabling us to obtain more favorable contract terms with providers. Our segments also share overhead costs. As a result, the profitability of each segment is interdependent.

     During the third quarter of 2001, we changed our presentation of administrative services fees and the method of allocating investment income and interest expense to our segments. Prior period segment results were reclassified to conform to our current period presentation. Additionally, we reclassified medical and selling, general and administrative expenses in 2000 to better conform prior year's results to our current segment definitions described above. None of these changes impacted consolidated results of operations. See supplemental schedules in Management's Discussion and Analysis for 2001 and 2000 quarterly financial information by segment.

     The following tables present financial information for our Commercial and Government segments for the three and nine months ended September 30, 2001 and 2000:
 	Commercial Segment

	 	
 	Three months ended
September 30,
	 	Nine months ended
September 30,

	 	

	 	
 	2001	 	2000	 	2001	 	2000	 	

	 	

	 	

	 	

	 	
 	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
    Premiums	$	1,307	 	$	1,366	 	$	3,910	 	$	4,211	 	
    Administrative services fees	 	21	 	 	19	 	 	62	 	 	68	 	
    Investment and other income	 	19	 	 	18	 	 	57	 	 	57	 	

	 	

	 	

	 	

	 	
        Total revenues	 	1,347	 	 	1,403	 	 	4,029	 	 	4,336	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
    Medical	 	1,088	 	 	1,138	 	 	3,234	 	 	3,543	 	
    Selling, general and administrative	 	233	 	 	238	 	 	700	 	 	733	 	
    Depreciation and amortization	 	24	 	 	24	 	 	74	 	 	70	 	

	 	

	 	

	 	

	 	
        Total operating expenses	 	1,345	 	 	1,400	 	 	4,008	 	 	4,346	 	

	 	

	 	

	 	

	 	
Income (loss) from operations	 	2	 	 	3	 	 	21	 	 	(10	)	
    Interest expense	 	4	 	 	4	 	 	12	 	 	14	 	

	 	

	 	

	 	

	 	
(Loss) income before income taxes	$	(2	)	$	(1	)	$	9	 	$	(24	)	

	 	

	 	

	 	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Government Segment	 	

	 	
 	Three months ended
September 30,
	 	Nine months ended
September 30,

	 	

	 	
 	2001	 	2000	 	2001	 	2000	 	

	 	

	 	

	 	

	 	
 	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
    Premiums	$	1,234	 	$	1,222	 	$	3,485	 	$	3,654	 	
    Administrative services fees	 	19	 	 	-	 	 	25	 	 	-	 	
    Investment and other income	 	11	 	 	10	 	 	33	 	 	29	 	

	 	

	 	

	 	

	 	
        Total revenues	 	1,264	 	 	1,232	 	 	3,543	 	 	3,683	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
    Medical	 	1,030	 	 	1,041	 	 	2,938	 	 	3,121	 	
    Selling, general and administrative	 	166	 	 	144	 	 	433	 	 	411	 	
    Depreciation and amortization	 	17	 	 	14	 	 	45	 	 	39	 	

	 	

	 	

	 	

	 	
        Total operating expenses	 	1,213	 	 	1,199	 	 	3,416	 	 	3,571	 	

	 	

	 	

	 	

	 	
Income from operations	 	51	 	 	33	 	 	127	 	 	112	 	
    Interest expense	 	2	 	 	3	 	 	8	 	 	8	 	

	 	

	 	

	 	

	 	
Income before income taxes	$	49	 	$	30	 	$	119	 	$	104	 	

	 	

	 	

	 	

	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Consolidated	 	

	 	
 	Three months ended
September 30,
	 	Nine months ended
September 30,

	 	

	 	
 	2001	 	2000	 	2001	 	2000	 	

	 	

	 	

	 	

	 	
 	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
    Premiums	$	2,541	 	$	2,588	 	$	7,395	 	$	7,865	 	
    Administrative services fees	 	40	 	 	19	 	 	87	 	 	68	 	
    Investment and other income	 	30	 	 	28	 	 	90	 	 	86	 	

	 	

	 	

	 	

	 	
        Total revenues	 	2,611	 	 	2,635	 	 	7,572	 	 	8,019	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
    Medical	 	2,118	 	 	2,179	 	 	6,172	 	 	6,664	 	
    Selling, general and administrative	 	399	 	 	382	 	 	1,133	 	 	1,144	 	
    Depreciation and amortization	 	41	 	 	38	 	 	119	 	 	109	 	

	 	

	 	

	 	

	 	
        Total operating expenses	 	2,558	 	 	2,599	 	 	7,424	 	 	7,917	 	

	 	

	 	

	 	

	 	
Income from operations	 	53	 	 	36	 	 	148	 	 	102	 	
    Interest expense	 	6	 	 	7	 	 	20	 	 	22	 	

	 	

	 	

	 	

	 	
Income before income taxes	$	47	 	$	29	 	$	128	 	$	80	 	

	 	

	 	

	 	

	 	

12

 

(H)  Recently Issued Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board, or FASB, issued Statement No. 141, Business Combinations, and Statement No. 142,  Goodwill and Other Intangible Assets.

     Statement 141 requires that all business combinations initiated after June 30, 2001 be accounted for using the purchase method. Use of the pooling-of-interest method is no longer permitted.

     Statement 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed at least annually for impairment. Impairment losses that arise from completing a transitional impairment test during 2002 are to be reported as resulting from a change in accounting principle. The amortization of existing goodwill ceases upon adoption of the Statement, which we will adopt effective January 1, 2002. Goodwill acquired after June 30, 2001 will not be subject to amortization. In the third quarter of 2001, goodwill amortization expense of $13 million decreased earnings per share by $0.08.

     In October 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement 144 develops a single accounting model for long-lived assets to be disposed of by sale, and addresses significant implementation issues related to previous guidance. Statement 144 requires long-lived assets to be disposed of by sale be measured at the lower of their carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Statement 144 also broadens the reporting of discontinued operations by potentially qualifying more disposal transactions for discontinued operations reporting. Generally, the provisions of Statement 144 are to be applied prospectively. Our January 1, 2002 adoption of the Statement is not expected to have a material impact on our financial position, results of operations or cash flows.

13

Humana Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS	

     The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements presented in this quarterly report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including but not limited to, those discussed in"Cautionary Statements" in this document.

Introduction

     We are one of the largest publicly traded health benefits companies, based on our 2000 total revenues of $10.5 billion. We offer coordinated health insurance coverage and related services principally through traditional and Internet-based plans to employer groups and government-sponsored plans. As of September 30, 2001, we had approximately 6.4 million members in our medical insurance programs. In addition, we have approximately 2.3 million members in our specialty products programs. We contract directly with more than 400,000 physicians, hospitals, dentists and other providers to provide health care to our members. For the first nine months of 2001, over 70% of our premium revenues were derived from members located in Florida, Illinois, Texas, Kentucky and Ohio.

     During the first quarter of 2001, we realigned our management to better focus on the consumer. As part of this management realignment, we redefined our business into two segments, Commercial and Government. The Commercial segment includes three lines of business: fully insured medical, administrative services only, or ASO, and specialty. The Government segment includes three lines of business: Medicare+Choice, Medicaid, and TRICARE. Results of each segment are measured based upon income from operations before income taxes. We allocate administrative expenses, investment and other income, and interest expense, but not assets, to our segments. Members served by the two segments generally utilize the same medical provider networks, enabling us to obtain more favorable contract terms with providers. Our segments also share overhead costs. As a result, the profitability of each segment is interdependent.

     Throughout 2000 and to date in 2001, we continued to implement a strategy targeted at improving our financial results while simultaneously positioning ourselves for future growth. Part of our strategy involved eliminating non-core businesses and focusing on improving the infrastructure related to our core businesses. Our core businesses are those that are profitable or have the potential to be profitable, have growth potential, have sufficient membership to allow us to contract with an adequate network of medical providers at appropriate rates or have steady performance.

     During 2000 and to date in 2001, we completed transactions to divest our workers' compensation business and portions of our Medicaid businesses in north Florida, Milwaukee, Wisconsin, and Austin, Houston and San Antonio, Texas. We reinsured with third parties substantially all of our Medicare supplement business. We also exited numerous non-core counties in our Medicare+Choice business and discontinued aspects of our product line focusing on small group commercial businesses in 17 states.

Revenue and Medical Cost Recognition

     Premium revenues are recognized as income in the period members are entitled to receive services. Premiums received prior to such period are recorded as unearned premium revenues.

     Administrative services fees are earned as services are performed and consist of fees for administrative services provided to members of self-funded employers, which may include claims processing, access to provider networks and clinical programs, and customer service inquiries. Under administrative services only, or ASO, contracts, self-funded employers and, for TRICARE ASO, the Department of Defense, retain the full risk of financing benefits.

     Medical costs include claim payments, capitation payments, allocations of certain centralized expenses and various other costs incurred to provide health insurance coverage to members, as well as estimates of future payments to hospitals and others for medical care provided prior to the balance sheet date. Capitation payments represent monthly prepaid fees disbursed to participating primary care physicians and other providers who are responsible for providing medical care to members. We estimate the costs of our future medical claims and other expense payments using actuarial methods and assumptions based upon payment patterns, medical inflation, historical developments and other relevant factors, and create medical claims reserves for future payments. We continually review estimates of future payments relating to medical claims costs for services incurred in the current and prior periods and make necessary adjustments to our reserves.

14

     We reassess the profitability of our contracts for providing health insurance coverage to our members when current market operating results or forecasts indicate probable future losses. We record a premium deficiency in current operations to the extent that the sum of expected medical costs, claim adjustment expenses and maintenance costs exceeds related future premiums. Anticipated investment income is not considered for purposes of computing the premium deficiency. Because the majority of our member contracts renew annually, we do not anticipate premium deficiencies, except when unanticipated adverse events or changes in circumstances indicate otherwise.

     We believe our medical and other expenses payable are adequate to cover future claims payments required. However, such estimates are based on knowledge of current events and anticipated future events, and, therefore, the actual liability could differ from amounts provided.

Recent Developments

     The tragic events of September 11, 2001, and their aftermath, including the threats of further terrorism, did not have a material financial impact on our operations through September 30, 2001. An initial analysis for the fourth quarter of 2001, indicates an increase in physician office visits and antibiotic and mental health drug prescriptions, which is not expected to have a material adverse effect on our results of operations. It is uncertain whether or not the costs associated with higher physician and prescription drug utilization will have a material impact on the remainder of the fourth quarter of 2001, or on subsequent periods. We will continue to monitor the potential impact of these events on our business.

On May 31, 2001, we acquired for $45 million cash, plus transaction costs of approximately $2 million, the outstanding shares of common stock of a newly formed Anthem Health Insurance Company subsidiary responsible for administering TRICARE benefits to approximately 1.2 million eligible members. We provide ASO services for 592,000 of the total 1.2 million eligible members.

     Upon becoming Medicare eligible, which is normally at age 65, TRICARE beneficiaries generally stop receiving benefits under the TRICARE program and begin receiving benefits under a Medicare program. However, recent legislation allows TRICARE beneficiaries to receive pharmacy benefits after age 65. Effective April 1, 2001, we provided pharmacy benefits in an administrative capacity under this new program to approximately 555,000 members for our two TRICARE contracts. Effective October 1, 2001, the benefits under this administrative services program for the over age 65 TRICARE population were expanded to include medical benefits comparable to the benefits for the under age 65 beneficiaries.

Comparison of Results of Operations

     The following discussion deals primarily with our results of operations for the three months ended September 30, 2001, or the 2001 quarter, and the three months ended September 30, 2000, or the 2000 quarter, as well as the nine months ended September 30, 2001, or the 2001 period, and the nine months ended September 30, 2000, or the 2000 period.

The following table presents certain consolidated financial data as well as data for our two segments for the three and nine months ended September 30, 2001 and 2000:
 	 	 	 	Three months ended
September 30,

	 	Nine months ended
September 30,

	 	
 	 	 	 	2001

	 	2000

	 	2001

	 	2000

	 	
 	 	 	 	(in millions, except ratios)	 	
Premium revenues:	 	
    Commercial	 	$	1,307	 	$	1,366	 	$	3,910	 	$	4,211	 	
    Government	 	 	1,234	 	 	1,222	 	 	3,485	 	 	3,654	 	

	 	

	 	

	 	

	 	
        Total	 	$	2,541	 	$	2,588	 	$	7,395	 	$	7,865	 	

	 	

	 	

	 	

	 	
Administrative services fees:	 	
    Commercial	 	$	21	 	$	19	 	$	62	 	$	68	 	
    Government	 	 	19	 	 	-	 	 	25	 	 	-	 	

	 	

	 	

	 	

	 	
        Total	 	$	40	 	$	19	 	$	87	 	$	68	 	

	 	

	 	

	 	

	 	
Medical expense ratios:	 	 	 	 	 	 	 	 	 	 	 	 	 	
    Commercial	 	 	83.2	%	 	83.3	%	 	82.7	%	 	84.1	%	
    Government	 	 	83.4	%	 	85.2	%	 	84.3	%	 	85.4	%	

	 	

	 	

	 	

	 	
        Total	 	 	83.3	%	 	84.2	%	 	83.5	%	 	84.7	%	

	 	

	 	

	 	

	 	
SG&A expense ratios:	 	 	 	 	 	 	 	 	 	 	 	 	 	
    Commercial	 	 	17.5	%	 	17.2	%	 	17.6	%	 	17.1	%	
    Government	 	 	13.2	%	 	11.8	%	 	12.3	%	 	11.2	%	

	 	

	 	

	 	

	 	
        Total	 	 	15.4	%	 	14.7	%	 	15.1	%	 	14.4	%	

	 	

	 	

	 	

	 	
Income (loss) before income taxes:	 	 	 	 	 	 	 	 	 	 	 	 	 	
    Commercial	 	$	(2	)	$	(1	)	$	9	 	$	(24	)	
    Government	 	 	49	 	 	30	 	 	119	 	 	104	 	

	 	

	 	

	 	

	 	
        Total	 	$	47	 	$	29	 	$	128	 	$	80	 	

	 	

	 	

	 	

	 	
15

     The following table presents our medical membership at September 30, 2001 and 2000:
 	 	September 30,

	 	Change

	 	
 	 	2001

	 	2000

	 	Members

	 	Percentage

	 	
Commercial segment medical members:	 	 	 	 	 	 	 	 	 	
   Fully insured	 	2,332,700	 	2,639,600	 	(306,900	)	(11.6	)%	
   ASO	 	577,800	 	647,300	 	(69,500	)	(10.7	)%	

	 	

	 	

	 	

	 	
      Total Commercial	 	2,910,500	 	3,286,900	 	(376,400	)	(11.5	)%	

	 	

	 	

	 	

	 	
Government segment medical members	 	 	 	 	 	 	 	 	 	
   Medicare+Choice	 	406,100	 	513,100	 	(107,000	)	(20.9	)%	
   Medicaid	 	456,600	 	584,400	 	(127,800	)	(21.9	)%	
   TRICARE	 	1,712,700	 	1,063,200	 	649,500	 	61.1	%	
   TRICARE ASO	 	942,700	 	-	 	942,700	 	100.0	%	

	 	

	 	

	 	

	 	
      Total Government	 	3,518,100	 	2,160,700	 	1,357,400	 	62.8	%	

	 	

	 	

	 	

	 	
Total medical membership	 	6,428,600	 	5,447,600	 	981,000	 	18.0	%	

	 	

	 	

	 	

	 	

     Overview

     Our net income was $30 million, or $0.18 per diluted share in the 2001 quarter compared to $23 million, or $0.14 per diluted share in the 2000 quarter and $82 million, or $0.49 per diluted share for the 2001 period compared to $63 million, or $0.38 for the 2000 period. The earnings improvements resulted from our strategy targeted at improving our financial results which includes actions taken to eliminate non-core businesses and focusing on improvement in the infrastructure related to our core businesses, significant Medicare+Choice benefit reductions, and improvements in determining appropriate premiums for our fully insured commercial medical membership, a process we refer to as pricing discipline.

     Premium Revenues and Medical Membership

     Our premium revenues decreased 1.8% to $2.54 billion for the 2001 quarter, compared to $2.59 billion for the 2000 quarter and decreased 6.0% to $7.40 billion for the 2001 period compared to $7.87 billion for the 2000 period. These decreases were due to medical membership reductions from exiting numerous non-core markets and products, partially offset by higher premium revenues from our TRICARE acquisition on May 31, 2001, and premium yields in our commercial and Medicare+Choice products. Premium yield represents the percentage increase in the average premium per member over the comparable period in the prior year. Items impacting premium yield include changes in premium rates, changes in government reimbursement rates, changes in the geographic mix of membership, and changes in the mix of benefit plans selected by our membership.

     Our Commercial segment's premium revenues decreased 4.3% to $1.31 billion for the 2001 quarter, compared to $1.37 billion for the 2000 quarter and decreased 7.1% to $3.91 billion for the 2001 period compared to $4.21 billion for the 2000 period. These decreases were due to membership reductions partially offset by premium yields on our fully insured commercial business. Our fully insured commercial medical membership decreased 11.6% or 306,900 members, to 2,332,700 at September 30, 2001 compared to 2,639,600 at September 30, 2000, as we continued to focus on opportunities that satisfy our pricing criteria and to exit non-core businesses.

     Our Government segment's premium revenues increased 1.0% to $1.23 billion for the 2001 quarter, compared to $1.22 billion for the 2000 quarter but decreased 4.6% to $3.49 billion for the 2001 period, compared to $3.65 billion for the 2000 period. While the increase for the 2001 quarter was due primarily to our TRICARE acquisition on May 31, 2001 and Medicare+Choice premium yield, the decline for the 2001 period was primarily attributable to reductions in our Medicare+Choice and Medicaid membership partially offset by Medicare+Choice premium yield. For the 2001 quarter, TRICARE premiums were $399 million compared to $238 million for the 2000 quarter. Our fully insured TRICARE membership increased by 649,500 members, or 61.1% to 1,712,700 for the 2001 quarter compared to 1,063,200 for the 2000 quarter. Medicare+Choice membership was 406,100 at September 30, 2001 compared to 513,100 at September 30, 2000, a decline of 107,000 members, or 20.9%, primarily attributable to the exits from 45 Medicare counties on January 1, 2001. Our Medicaid membership was 456,600 at September 30, 2001 compared to 584,400 for the 2000 quarter. This decline resulted primarily from the divestiture of the north Florida, Milwaukee, Wisconsin, and Austin, San Antonio and Houston, Texas Medicaid businesses.

     Membership for all other lines of business should remain relatively constant for the remainder of 2001 with the exception of our Medicaid business in Puerto Rico. We were recently notified that we retained the larger of our two contracts in Puerto Rico. The business associated with the smaller of the two contracts that covers approximately 147,000 members, and accounted for approximately 1% of consolidated premium revenues for the 2001 period, was transitioned to another insurer on October 1, 2001. We do not anticipate any significant changes in our Medicare+Choice membership other than the exit of 5 counties on January 1, 2002 affecting approximately 14,000 members.

16

     Administrative Services Fees

     Our administrative services fees for the 2001 quarter were $40 million, an increase of $21 million from $19 million for the 2000 quarter. For the 2001 period, our administrative services fees were $87 million, an increase of $19 million from $68 million for the 2000 period. These increases were primarily due to the TRICARE regions 2 and 5 acquisition, and servicing pharmacy benefits in an administrative capacity under a new TRICARE program for seniors beginning April 1, 2001. Effective October 1, 2001, benefits under this administrative services program for seniors will be expanded to include medical benefits as well.

     Investment and Other Income

     Our investment and other income totaled $30 million for the 2001 quarter, an increase of $2 million from $28 million for the 2000 quarter. For the 2001 period, our investment and other income was $90 million, an increase of $4 million from $86 million for the 2000 period. The increased investment and other income resulted from higher average invested balances partially offset by lower interest rates.

     Medical Expense

     Our medical expense as a percentage of premium revenues, or medical expense ratio, for the 2001 quarter was 83.3%, decreasing 90 basis points from the 2000 quarter of 84.2%, and 83.5% for the 2001 period, decreasing 120 basis points from the 2000 period of 84.7%. The improvements in the medical expense ratios were primarily due to our exiting numerous higher cost, non-core markets and products in 2000, and significant benefit reductions in our Medicare+Choice product effective January 1, 2001.

     Our Commercial segment's medical expense ratio for the 2001 quarter was 83.2%, decreasing 10 basis points from the 2000 quarter of 83.3%, and 82.7% for the 2001 period, decreasing 140 basis points from the 2000 period of 84.1%. Our improving Commercial medical expense ratio results primarily from our pricing discipline and the impact from exiting numerous higher cost, non-core markets and products in 2000.

     Our Government segment's medical expense ratio for the 2001 quarter was 83.4%, decreasing 180 basis points from the 2000 quarter of 85.2%, and 84.3% for the 2001 period, decreasing 110 basis points from the 2000 period of 85.4%. This improvement primarily resulted from exiting 45 non-core counties in our Medicare+Choice business with higher medical expense ratios on January 1, 2001, coupled with significant benefit design changes that also became effective January 1, 2001.

     SG&A Expense

     Our selling, general and administrative, or SG&A, expense as a percentage of premium revenues and administrative services fees, or SG&A expense ratio, for the 2001 quarter was 15.4%, increasing 70 basis points from the 2000 quarter of 14.7%, and 15.1% for the 2001 period, increasing 70 basis points from the 2000 period of 14.4%. Similar increases occurred in the SG&A expense ratios of our segments as indicated in the preceding table. These increases resulted from an increase in the mix of ASO membership, primarily from the TRICARE acquisition and planned spending on infrastructure and technology initiatives. We expect an increase in the SG&A ratio from the third quarter of 2001 to the fourth quarter of 2001, as the TRICARE ASO program currently administering pharmacy benefits to eligible seniors expands to include medical benefits effective October 1, 2001.

     Depreciation and amortization increased $3 million to $41 million in the 2001 quarter and $10 million to $119 million in the 2001 period. These increases were the result of increased capital expenditures primarily related to our technology initiatives and the TRICARE acquisition on May 31, 2001.

17

     Interest Expense

     Our interest expense was $6 million for the 2001 quarter, a decrease of $1 million from the 2000 quarter. For the 2001 period, our interest expense was $20 million, a decrease of $2 million from the 2000 period. During these periods, the impact from higher daily average outstanding borrowings was offset by lower interest rates. A greater proportion of total debt outstanding during 2001 resulted from borrowings under our credit agreement in effect at September 30, 2001. These borrowings have longer maturities than borrowings under our commercial paper program, resulting in higher daily average outstanding borrowings in 2001 compared to 2000. As a result of this changing debt mix, our daily cash in excess of our funding requirements was invested, causing higher average invested balances discussed above.

     Income Taxes

     On an interim basis, the provision for income taxes is provided for at the anticipated effective tax rate for the year. Our effective tax rate for the three and nine months ended September 30, 2001 was approximately 36% compared to 21% for the comparable periods of 2000. The lower effective tax rate in 2000 includes the benefit recognized for available capital loss carryforwards resulting from the sale of our workers' compensation business.

     Membership

     The following table presents our medical and specialty membership at the end of each quarter ended in 2001 and 2000:
 	 	2001

	 	2000

	
 	 	March 31

	 	June 30

	 	Sept. 30

	 	March 31

	 	June 30

	 	Sept. 30

	 	Dec. 31

	
Medical Membership:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Commercial segment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Fully insured	 	2,387,900	 	2,343,300	 	2,332,700	 	2,977,500	 	2,844,500	 	2,639,600	 	2,545,800	
   ASO	 	547,200	 	548,100	 	577,800	 	657,000	 	655,700	 	647,300	 	612,800	
   Medicare supplement	 	-	 	-	 	-	 	40,800	 	38,800	 	-	 	-	

	 	

	 	

	 	

	 	

	 	

	 	

	
     Total Commercial	 	2,935,100	 	2,891,400	 	2,910,500	 	3,675,300	 	3,539,000	 	3,286,900	 	3,158,600	

	 	

	 	

	 	

	 	

	 	

	 	

	
Government segment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Medicare+Choice	 	428,100	 	418,000	 	406,100	 	518,000	 	522,100	 	513,100	 	494,200	
   Medicaid	 	493,200	 	488,400	 	456,600	 	656,600	 	675,100	 	584,400	 	575,500	
   TRICARE	 	1,070,900	 	1,725,800	 	1,712,700	 	1,060,000	 	1,049,100	 	1,063,200	 	1,070,400	
   TRICARE ASO	 	-	 	939,400	 	942,700	 	-	 	-	 	-	 	-	

	 	

	 	

	 	

	 	

	 	

	 	

	
     Total Government	 	1,992,200	 	3,571,600	 	3,518,100	 	2,234,600	 	2,246,300	 	2,160,700	 	2,140,100	

	 	

	 	

	 	

	 	

	 	

	 	

	
Total medical members	 	4,927,300	 	6,463,000	 	6,428,600	 	5,909,900	 	5,785,300	 	5,447,600	 	5,298,700	

	 	

	 	

	 	

	 	

	 	

	 	

	
Specialty Membership:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Commercial segment	 	2,266,600	 	2,240,700	 	2,267,700	 	2,980,100	 	2,491,500	 	2,394,500	 	2,344,800	

	 	

	 	

	 	

	 	

	 	

	 	

	
18

Liquidity

     The following table presents cash flows for the nine months ended September 30, 2001 and 2000, excluding the effects of the timing of the Medicare+Choice premium receipts and the previously funded workers' compensation claim payments:
 	 	Nine months ended
September 30

	 	
 	 	2001

	 	 	2000

	 	
 	 	(in millions)	 	
Cash flows provided by (used in) operating activities	 	$	60	 	 	$	(239	)	
Timing of Medicare+Choice premium receipts	 	 	5	 	 	 	251	 	
Funded workers' compensation claim payments	 	 	-	 	 	 	30	 	

	 	 	

	 	
    Pro forma cash flows provided by operating activities	 	$	65	 	 	$	42	 	

	 	 	

	 	

     The increase in pro forma cash flows provided by operating activities was primarily due to higher net income. Pro forma operating cash flow for both periods was negatively impacted by a reduction in claims inventories from a higher percentage of claims both received and paid electronically, and from run-off payments for terminated members.

     On March 31, 2000, we received $125 million from the disposition of our workers' compensation business ($60 million, net of cash and cash equivalents included in the disposed operating subsidiary). We used the proceeds from this transaction to reduce debt and fund infrastructure and information technology spending.

     In 2000, our Board of Directors authorized the repurchase of up to five million of our common shares. During the third quarter of 2001, we repurchased 187,500 shares of our common stock for approximately $1.87 million. In total, we have repurchased approximately 3.6 million common shares for an aggregate purchase price of $28 million at an average cost of $7.82 per share as of September 30, 2001.

     Our HMO and PPO subsidiaries, other than those dealing with TRICARE, operate in states that require minimum levels of equity, regulate the payment of distributions to Humana Inc., our parent company, and limit investments to approved securities. Although the minimum required levels of equity are largely based on product mix and premium volume, as well as the quality of assets held, minimum requirements can vary significantly at the state level. Therefore, mergers of any two subsidiaries, or a change in the state of domicile of any subsidiary, can have an impact on the required levels of equity. Based on the most recently stated requirements and the impact of mergers that have happened or will happen by December 31, 2001, each of our subsidiaries is in substantial compliance with applicable statutory capital requirements totaling $564 million in the aggregate. As of September 30, 2001, our regulated subsidiaries maintained aggregate statutory capital and surplus of approximately $991 million. This excess over required levels of $427 million compares favorably to June 30, 2001 of $336 million and December 31, 2000 of $208 million. The amount of distributions that may be paid by these subsidiaries, without prior approval by state regulatory authorities, is limited based on the entity's level of statutory net income and statutory capital and surplus, and in some states, prior approval is required before any distribution can be made. In addition, we normally notify these authorities prior to making payments that do not require approval.

     Our HMO and PPO subsidiaries, other than those dealing with TRICARE, are impacted by the implementation of risk-based capital requirements, or RBC, recommended by the National Association of Insurance Commissioners, or NAIC. RBC is a model developed by the NAIC to monitor regulated entity solvency. The outcome of this calculation provides for minimum levels of capital and surplus for each regulated entity and determines regulatory measures should actual reported surplus fall below these recommended levels. Several states are currently in the process of phasing in these requirements for HMOs over a number of years. If RBC were fully implemented as of September 30, 2001, we would be required to fund additional capital into specific entities aggregating approximately $39 million. After this capital infusion, we would have $339 million of aggregate statutory capital and surplus above the minimum level required under RBC.

     We file statutory-basis financial statements with state regulatory authorities in all states in which we conduct business. On January 1, 2001, changes to the statutory basis of accounting became effective. The cumulative effect of these changes was recorded as a direct adjustment to January 1, 2001 statutory surplus and did not materially impact our compliance with aggregate minimum statutory capital and surplus requirements.

     As of September 30, 2001, we maintained an unsecured revolving credit agreement, which provided a line of credit of up to $1.0 billion and was set to expire in August 2002. Principal amounts outstanding under that credit agreement were $270 million at September 30, 2001, and $520 million at December 31, 2000. Under this agreement, at our option, we could borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion of the agreement would bear interest at a floating rate, ranging from LIBOR plus 35 basis points to LIBOR plus 80 basis points, depending on our capitalization and credit ratings. The competitive advance portion of the agreement would bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate basis, at our option. In addition, we paid a 15 basis point annual facility fee on the entire $1.0 billion facility amount, regardless of utilization. This facility fee fluctuated between 6.5 and 20 basis points depending on our capitalization and credit ratings. We also paid a 12.5 basis point annual usage fee when borrowings exceed one-third of the facility amount. Our effective interest rate on borrowings outstanding under this credit agreement at September 30, 2001 was 3.94%. Our credit agreement contained customary covenants and events of default. We were in compliance with all covenants at September 30, 2001. The carrying value of our borrowings under this credit agreement approximated fair value as the interest rate on our borrowings varied with market rates.

19

     On October 11, 2001, we replaced our existing credit agreement with two new unsecured revolving credit agreements consisting of a $265 million 4-year revolving credit agreement and a $265 million 364-day revolving credit agreement with a one-year term out option. In addition, the 364-day revolving credit agreement supports a new conduit commercial paper financing program of up to $265 million. Under this program, a third party issues commercial paper and loans the proceeds of those issuances to us so that the interest and principal payments on the loans match those on the underlying commercial paper.

     Under these new agreements, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion of both the 4-year and 364-day agreements bear interest at either a fixed or floating rate based on LIBOR plus a spread. The spread, which varies depending on our credit ratings, ranges from 80 to 125 basis points for our 4-year agreement and 85 to 137.5 basis points for our 364-day agreement. We also pay an annual facility fee regardless of utilization. This facility fee, currently 25 basis points, may fluctuate between 15 and 50 basis points, depending upon our credit ratings. The competitive advance portion of any borrowings under either the 4-year or 364-day revolving credit agreements will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate basis, at our option.

     Our new credit agreements contain customary restrictive and financial covenants as well as customary events of defaults, including financial covenants regarding minimum consolidated net worth, maximum leverage and minimum interest coverage amounts substantially similar to those that existed under the agreement that existed at September 30, 2001.

     We also maintain and issue short-term debt securities under a commercial paper program. The program is backed by our new credit agreements described above. Aggregate borrowings under both the credit agreements and the commercial paper program cannot exceed $530 million. We had no commercial paper borrowings outstanding at September 30, 2001, and $80 million outstanding at December 31, 2000.

     On August 7, 2001, we issued $300 million 7 1/4% senior, unsecured notes due August 1, 2006 at 99.759%. Our net proceeds, reduced for costs of the offering, were approximately $296 million. The net proceeds from this offering were used to repay a portion of the amounts outstanding under our existing credit facility.

     In order to hedge the risk of changes in the fair value of our $300 million 7 1/4% senior notes attributable to fluctuations in interest rates, we entered into interest rate swap agreements. Interest rate swap agreements, which are considered derivatives, are contracts that exchange interest payments on a specified principal amount, or notional amount, for a specified period. Our interest rate swap agreements exchange the 7 1/4% fixed interest rate under our senior notes for a variable interest rate, which was 3.91% at September 30, 2001. The $300 million swap agreements mature on August 1, 2006, and have the same critical terms as our senior notes. Changes in the fair value of the 7 1/4% senior notes and the swap agreements due to changing interest rates are assumed to offset each other completely, resulting in no impact to earnings from hedge ineffectiveness.

     Our swap agreements are recognized in our condensed consolidated balance sheet at fair value with an equal and offsetting adjustment to the carrying value of our senior notes. At September 30, 2001, the $13 million fair value of our swap agreements is included in other long-term assets. Likewise, the carrying value of our senior notes has been increased $13 million to its fair value. The counterparties to our swap agreements are major financial institutions with which we also have other financial relationships.

     We believe that funds from future operating cash flows and funds available under our new credit agreements and commercial paper program are sufficient to meet future liquidity needs. We also believe the aforementioned sources of funds are adequate to allow us to fund selected expansion opportunities, as well as to fund capital requirements.

     Capital Expenditures

     Our ongoing capital expenditures relate primarily to our technology initiatives and administrative facilities necessary for activities such as claims processing, billing and collections, and customer service. Our capital expenditures were $82 million for the nine months ended September 30, 2001 compared to $99 million for the nine months ended September 30, 2000. Excluding acquisitions, we expect our total capital expenditures in 2001 will be approximately $110 million compared to $135 million for 2000, most of which will be used to fund our technology initiatives and expansion and improvement of administrative facilities.

20

Recently Issued Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board, or FASB, issued Statement No. 141, Business Combinations, and Statement No. 142,  Goodwill and Other Intangible Assets.

     Statement 141 requires that all business combinations initiated after June 30, 2001 be accounted for using the purchase method. Use of the pooling-of-interest method is no longer permitted.

     Statement 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed at least annually for impairment. Impairment losses that arise from completing a transitional impairment test during 2002 are to be reported as resulting from a change in accounting principle. The amortization of existing goodwill ceases upon adoption of the Statement, which we will adopt effective January 1, 2002. Goodwill acquired after June 30, 2001 will not be subject to amortization. In the third quarter of 2001, goodwill amortization expense of $13 million decreased earnings per share by $0.08.

     In October 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement 144 develops a single accounting model for long-lived assets to be disposed of by sale, and addresses significant implementation issues related to previous guidance. Statement 144 requires long-lived assets to be disposed of by sale be measured at the lower of their carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Statement 144 also broadens the reporting of discontinued operations by potentially qualifying more disposal transactions for discontinued operations reporting. Generally, the provisions of Statement 144 are to be applied prospectively. Our January 1, 2002 adoption of the Statement is not expected to have a material impact on our financial position, results of operations or cash flows.

21

     Supplemental 2001 Statements of Quarterly Operations (unaudited)
 	2001

	 	
 	First

	 	Second

	 	Third

	 	Total

	 	
Commercial Segment:	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
   Premiums	$	1,311	 	$	1,292	 	$	1,307	 	$	3,910	 	
   Administrative services fees	 	21	 	 	20	 	 	21	 	 	62	 	
   Investment and other income	 	19	 	 	19	 	 	19	 	 	57	 	

	 	

	 	

	 	

	 	
      Total revenues	 	1,351	 	 	1,331	 	 	1,347	 	 	4,029	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	1,070	 	 	1,076	 	 	1,088	 	 	3,234	 	
   Selling, general and administrative	 	237	 	 	230	 	 	233	 	 	700	 	
   Depreciation and amortization	 	25	 	 	25	 	 	24	 	 	74	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	1,332	 	 	1,331	 	 	1,345	 	 	4,008	 	

	 	

	 	

	 	

	 	
Income from operations	 	19	 	 	-	 	 	2	 	 	21	 	
   Interest expense	 	4	 	 	4	 	 	4	 	 	12	 	

	 	

	 	

	 	

	 	
Income (loss) before income taxes	$	15	 	$	(4	)	$	(2	)	$	9	 	

	 	

	 	

	 	

	 	
 	 	 	
 	2001

	 	
 	First

	 	Second

	 	Third

	 	Total

	 	
Government Segment:	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
   Premiums	$	1,102	 	$	1,149	 	$	1,234	 	$	3,485	 	
   Administrative services fees	 	-	 	 	6	 	 	19	 	 	25	 	
   Investment and other income	 	11	 	 	11	 	 	11	 	 	33	 	

	 	

	 	

	 	

	 	
      Total revenues	 	1,113	 	 	1,166	 	 	1,264	 	 	3,543	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	937	 	 	971	 	 	1,030	 	 	2,938	 	
   Selling, general and administrative	 	132	 	 	135	 	 	166	 	 	433	 	
   Depreciation and amortization	 	14	 	 	14	 	 	17	 	 	45	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	1,083	 	 	1,120	 	 	1,213	 	 	3,416	 	

	 	

	 	

	 	

	 	
Income from operations	 	30	 	 	46	 	 	51	 	 	127	 	
   Interest expense	 	3	 	 	3	 	 	2	 	 	8	 	

	 	

	 	

	 	

	 	
Income before income taxes	$	27	 	$	43	 	$	49	 	$	119	 	

	 	

	 	

	 	

	 	
 	 	 	
 	2001

	 	
 	First

	 	Second

	 	Third

	 	Total

	 	
Consolidated:	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	
   Premiums	$	2,413	 	$	2,441	 	$	2,541	 	$	7,395	 	
   Administrative services fees	 	21	 	 	26	 	 	40	 	 	87	 	
   Investment and other income	 	30	 	 	30	 	 	30	 	 	90	 	

	 	

	 	

	 	

	 	
      Total revenues	 	2,464	 	 	2,497	 	 	2,611	 	 	7,572	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	2,007	 	 	2,047	 	 	2,118	 	 	6,172	 	
   Selling, general and administrative	 	369	 	 	365	 	 	399	 	 	1,133	 	
   Depreciation and amortization	 	39	 	 	39	 	 	41	 	 	119	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	2,415	 	 	2,451	 	 	2,558	 	 	7,424	 	

	 	

	 	

	 	

	 	
Income from operations	 	49	 	 	46	 	 	53	 	 	148	 	
   Interest expense	 	7	 	 	7	 	 	6	 	 	20	 	

	 	

	 	

	 	

	 	
Income before income taxes	$	42	 	$	39	 	$	47	 	$	128	 	

	 	

	 	

	 	

	 	
22

     Supplemental 2000 Statements of Quarterly Operations (unaudited)
 	2000

	 	
 	First

	 	Second

	 	Third

	 	Fourth

	 	Total

	 	
Commercial Segment:	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Premiums	$	1,431	 	$	1,414	 	$	1,366	 	$	1,344	 	$	5,555	 	
   Administrative services fees	 	28	 	 	21	 	 	19	 	 	19	 	 	87	 	
   Investment and other income	 	22	 	 	17	 	 	18	 	 	18	 	 	75	 	

	 	

	 	

	 	

	 	

	 	
      Total revenues	 	1,481	 	 	1,452	 	 	1,403	 	 	1,381	 	 	5,717	 	

	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	1,214	 	 	1,191	 	 	1,138	 	 	1,101	 	 	4,644	 	
   Selling, general and administrative	 	249	 	 	246	 	 	238	 	 	237	 	 	970	 	
   Depreciation and amortization	 	22	 	 	24	 	 	24	 	 	23	 	 	93	 	

	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	1,485	 	 	1,461	 	 	1,400	 	 	1,361	 	 	5,707	 	

	 	

	 	

	 	

	 	

	 	
(Loss) income from operations	 	(4	)	 	(9	)	 	3	 	 	20	 	 	10	 	
   Interest expense	 	6	 	 	4	 	 	4	 	 	4	 	 	18	 	

	 	

	 	

	 	

	 	

	 	
(Loss) income before income taxes	$	(10	)	$	(13	)	$	(1	)	$	16	 	$	(8	)	

	 	

	 	

	 	

	 	

	 	
 	2000

	 	
 	First

	 	Second

	 	Third

	 	Fourth

	 	Total

	 	
Government Segment:	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Premiums	$	1,180	 	$	1,252	 	$	1,222	 	$	1,186	 	$	4,840	 	
   Investment and other income	 	8	 	 	11	 	 	10	 	 	11	 	 	40	 	

	 	

	 	

	 	

	 	

	 	
      Total revenues	 	1,188	 	 	1,263	 	 	1,232	 	 	1,197	 	 	4,880	 	

	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	1,006	 	 	1,074	 	 	1,041	 	 	1,017	 	 	4,138	 	
   Selling, general and administrative	 	131	 	 	136	 	 	144	 	 	144	 	 	555	 	
   Depreciation and amortization	 	12	 	 	13	 	 	14	 	 	15	 	 	54	 	

	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	1,149	 	 	1,223	 	 	1,199	 	 	1,176	 	 	4,747	 	

	 	

	 	

	 	

	 	

	 	
Income from operations	 	39	 	 	40	 	 	33	 	 	21	 	 	133	 	
   Interest expense	 	2	 	 	3	 	 	3	 	 	3	 	 	11	 	

	 	

	 	

	 	

	 	

	 	
Income before income taxes	$	37	 	$	37	 	$	30	 	$	18	 	$	122	 	

	 	

	 	

	 	

	 	

	 	
 	2000

	 	
 	First

	 	Second

	 	Third

	 	Fourth

	 	Total

	 	
Consolidated	(in millions)	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Premiums	$	2,611	 	$	2,666	 	$	2,588	 	$	2,530	 	$	10,395	 	
   Administrative services fees	 	28	 	 	21	 	 	19	 	 	19	 	 	87	 	
   Investment and other income	 	30	 	 	28	 	 	28	 	 	29	 	 	115	 	

	 	

	 	

	 	

	 	

	 	
      Total revenues	 	2,669	 	 	2,715	 	 	2,635	 	 	2,578	 	 	10,597	 	

	 	

	 	

	 	

	 	

	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Medical	 	2,220	 	 	2,265	 	 	2,179	 	 	2,118	 	 	8,782	 	
   Selling, general and administrative	 	380	 	 	382	 	 	382	 	 	381	 	 	1,525	 	
   Depreciation and amortization	 	34	 	 	37	 	 	38	 	 	38	 	 	147	 	

	 	

	 	

	 	

	 	

	 	
      Total operating expenses	 	2,634	 	 	2,684	 	 	2,599	 	 	2,537	 	 	10,454	 	

	 	

	 	

	 	

	 	

	 	
Income from operations	 	35	 	 	31	 	 	36	 	 	41	 	 	143	 	
   Interest expense	 	8	 	 	7	 	 	7	 	 	7	 	 	29	 	

	 	

	 	

	 	

	 	

	 	
Income before income taxes	$	27	 	$	24	 	$	29	 	$	34	 	$	114	 	

	 	

	 	

	 	

	 	

	 	
23

Cautionary Statements

     This document includes both historical and forward-looking statements. The forward-looking statements are made within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe harbor provisions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including, among other things, the information discussed below. In making these statements, we are not undertaking to address or update each factor in future filings or communications regarding our business or results and are not undertaking to address how any of these factors may have caused results to differ from discussions or information contained in previous filings or communications. Our business is complicated, highly regulated and competitive with many different factors affecting results.

     If the premiums we charge are insufficient to cover the cost of health care services delivered to our members, or if our reserves are inadequate, our profitability could decline.

     We use a significant portion of our revenues to pay the costs of health care services delivered to our members. These costs include claims payments, capitation payments, allocations of certain centralized expenses and various other costs incurred to provide health insurance coverage to our members, as well as estimates of future payments to hospitals and others for medical care provided to our members. Generally, premiums in the health care business are fixed for one-year periods. Accordingly, costs we incur in excess of our medical cost projections generally are not recovered in the contract year through higher premiums. We estimate the costs of our future medical claims and other expenses using actuarial methods and assumptions based upon payment patterns, medical inflation, historical developments and other relevant factors, and create medical claims reserves for future payments. We continually review estimates of future payments relating to medical claims costs for services incurred in the current and prior periods and make necessary adjustments to our reserves. However, competition, government regulations and other factors may and often do cause actual health care costs to exceed what was estimated and reflected in premiums. These factors may include:
increased use of services;
increased use of prescription drugs;
increased cost of individual services;
catastrophes;
epidemics;
the introduction of new or costly treatments, including new technologies;
medical cost inflation;
new government mandated benefits or other regulatory changes; and
increased use of health care, including doctors' office visits and prescriptions resulting from terrorists' attacks and subsequent terrorists threats, including bioterrorism.

     Failure to adequately price our products or develop sufficient reserves may result in a material adverse effect on our financial position, results of operations and cash flows.

     If we fail to manage prescription drug costs successfully, our financial results could suffer.

     In general, prescription drug costs have been rising over the past few years. These increases are due to the introduction of new drugs costing significantly more than existing drugs, direct consumer advertising by the pharmaceutical industry that creates consumer demand for particular brand-name drugs, and members seeking medications to address lifestyle changes. In order to control prescription drug costs, we introduced Rx3, our three-tiered copayment pricing formula for prescription drugs, as well as a new formula with four coverage levels that we have recently implemented. We cannot assure that these efforts will be successful in controlling costs. Failure to control these costs could have a material adverse effect on our financial position, results of operations and cash flows.

24

     If competitive pressures restrict or lower the premiums we receive, our financial results could suffer.

     In addition to the challenge of controlling health care costs, we face competitive pressure to contain premium prices. The managed health care industry is highly competitive and contracts for the sale of commercial products are generally bid upon or renewed annually. Many of our competitors are more established in the health care industry and have a larger market share and greater financial resources than we do in certain markets. In addition, other companies may enter our markets in the future. While health plans compete on the basis of many factors, including service and the quality and depth of provider networks, we expect that price will continue to be a significant basis of competition. Failure to compete effectively in our markets could have a material adverse effect on our financial position, results of operations and cash flows.

     We are involved in various legal actions, which, if resolved unfavorably to us, could result in substantial monetary damages.

     We are a party to a variety of legal actions that affect our business, such as employment and employment discrimination-related suits, employee benefit claims, breach of contract actions, tort claims, and shareholder suits, including securities fraud.

     A number of purported class action lawsuits have been filed against us and some of our competitors in the health benefits business. The suits are purported class actions on behalf of all of our managed care members and network providers for alleged breaches of federal statutes, including Employee Retirement Income Security Act, as amended, or ERISA, and Racketeer Influenced and Corrupt Organizations Act, or RICO.

     In addition, because of the nature of the health care business, we are subject to a variety of legal actions relating to our business operations, including the design, management and offering of products and services. These include and could include in the future:
claims relating to the denial of health care benefits;
medical malpractice actions;
allegations of anti-competitive and unfair business activities;
provider disputes over compensation and termination of provider contracts;
disputes related to self-funded business, including actions alleging claim administration errors;
claims related to the failure to disclose certain business practices; and
claims relating to customer audits and contract performance.

     In some cases, substantial non-economic or punitive damages, or treble damages, may be sought. While we currently have insurance coverage for some of these potential liabilities, other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of insurance may not be enough to cover the damages awarded.

     In addition, certain types of damages, such as punitive damages, may not be covered by insurance, particularly in those jurisdictions in which coverage of punitive damages is prohibited. In connection with one ongoing lawsuit in which one of our subsidiaries is a defendant,  Chipps v. Humana Health Insurance Company of Florida, Inc. , our liability carriers have preliminarily indicated they believe no coverage is available for punitive damages. Insurance coverage for all or some forms of liability may become unavailable or prohibitively expensive in the future.

     A description of material legal actions in which we are currently involved is included under "Legal Proceedings" in Part 2 of this document. We cannot predict the outcome of these suits with certainty, and we are incurring expenses in the defense of these matters. In addition, recent court decisions and legislative activity may increase our exposure for any of these types of claims. Therefore, these legal actions could have a material adverse effect on our financial position, results of operations and cash flows.

25

     Increased litigation and negative publicity could increase our cost of doing business.

     The managed care industry continues to receive significant negative publicity and has been the subject of large jury awards that have affected or reflected public perception of the industry. This publicity and perception have been accompanied by increased litigation, legislative activity, regulation and governmental review of industry practices. These factors may adversely affect our ability to market our products or services, may require us to change our products or services, and may increase the regulatory burdens under which we operate. Any combination of these factors could further increase our cost of doing business and adversely affect our financial position, results of operations and cash flows.

     If we fail to effectively implement our operational and strategic initiatives, our business could be materially adversely affected.

     Our future performance depends in large part upon our management team's ability to execute our strategy to position the company for the future. This strategy involves, among other things, the introduction of new products and benefit designs, the successful implementation of our e-business initiatives and the selection and adoption of new technologies. We believe we have experienced, capable management and technical staff who are capable of implementing this strategy. However, the market for management and technical staff in the health care industry is competitive. Loss of key employees could adversely affect the implementation of our initiatives. There can be no assurance that we will be able to successfully implement our operational and strategic initiatives that are intended to position the company for future growth. Failure to implement this strategy may result in a material adverse effect on our financial position, results of operations and cash flows.

     Our industry is currently subject to substantial government regulation, which, along with possible increased governmental regulation or legislative reform, increases our costs of doing business and could adversely affect our profitability.

     The health care industry in general, and HMOs and PPOs in particular, are subject to substantial federal and state government regulation, including:
regulation relating to minimum net worth;
licensing requirements;
approval of policy language and benefits;
mandatory products and benefits;
provider compensation arrangements;
member disclosure;
premium rates; and
periodic examinations by state and federal agencies.

     State regulations require our HMO and insurance subsidiaries to maintain minimum net worth requirements and restrict certain investment activities. Additionally, those regulations restrict the ability of our subsidiaries to make dividend payments, loans, loan repayments or other payments to us.

     In recent years, significant federal and state legislation affecting our business has been enacted. State and federal governmental authorities are continually considering changes to laws and regulations applicable to us and are currently considering regulations relating to:
mandatory benefits and products;
defining medical necessity;
provider compensation;
health plan liability to members who fail to receive appropriate care;
disclosure and composition of physician networks; .
physicians' ability to collectively negotiate contract terms with carriers, including fees;
rules establishing time periods in which claims must be paid; and
mental health parity.

     All of these proposals could apply to us.

26

     There can be no assurance that we will be able to continue to obtain or maintain required governmental approvals or licenses or that legislative or regulatory changes will not have a material adverse effect on our business. Delays in obtaining or failure to obtain or maintain required approvals, or moratoria imposed by regulatory authorities, could adversely affect our revenue or the number of our members, increase costs or adversely affect our ability to bring new products to market as forecasted.

     The National Association of Insurance Commissioners, or NAIC, has adopted risk-based capital requirements, also know as RBC, which is subject to state-by-state adoption and to the extent implemented, sets minimum capitalization requirements for insurance and HMO companies. The NAIC recommendations for life insurance companies were adopted in all states and the prescribed calculation for HMOs has been adopted in most states in which we operate. The HMO rules may increase the minimum capital required for some of our subsidiaries. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity."

     Congress is considering significant changes to Medicare, including a pharmacy benefit requirement. President Bush announced a prescription drug discount plan for Medicare-eligible seniors in July 2001; however, this discount plan is currently being challenged in federal court. We expect that this discount plan will be revised in the future by the Centers for Medicare and Medicaid Services, or CMS (formerly known as the Health Care Financing Administration). We are unable to determine what effect, if any, the prescription drug discount plan will have on our products or our operating results.

     Congress is also considering proposals relating to health care reform, including a comprehensive package of requirements for managed care plans called the Patient Bill of Rights, or PBOR, legislation. During the summer of 2001, the House and Senate both passed versions of PBOR legislation that must now be reconciled. Due to the tragic events of September 11, 2001, enactment of PBOR legislation is being delayed. If PBOR legislation becomes law, it could expose us to significant increased costs and additional litigation risks. Although we could attempt to mitigate our ultimate exposure from these costs through increases in premiums or changes in benefits, there can be no assurance that we will be able to mitigate or cover the costs stemming from any PBOR legislation or the other costs incurred in connection with complying with any PBOR or similar legislation.

     The Health Insurance Portability and Accountability Act of 1996, or HIPAA, includes administrative provisions directed at simplifying electronic data interchange through standardizing transactions, establishing uniform health care provider, payor and employer identifiers and seeking protections for confidentiality and security of patient data. Under the new HIPAA privacy rules, we must comply with a variety of requirements concerning the use and disclosure of individuals' protected health information, establish rigorous internal procedures to protect health information and enter into business associate contracts with those companies to whom protected health information is disclosed. Violations of these rules will subject us to significant penalties. Compliance with HIPAA regulations requires significant systems enhancements, training and administrative effort. The final rules do not provide for complete federal preemption of state laws, but rather preempt all inconsistent state laws unless the state law is more stringent. HIPAA could also expose us to additional liability for violations by our business associates.

     We are also subject to various governmental audits and investigations. These can include audits and investigations by state attorneys general, CMS, the Office of the Inspector General of Health and Human Services, the Office of Personnel Management, the Department of Justice and state Departments of Insurance and Departments of Health. These activities could result in the loss of licensure or the right to participate in various programs, or the imposition of fines, penalties and other sanctions. In addition, disclosure of any adverse investigation or audit results or sanctions could negatively affect our reputation in various markets and make it more difficult for us to sell our products and services.

27

     As a government contractor, we are exposed to additional risks that could adversely affect our business or our willingness to participate in government health care programs.

     A significant portion of our revenues relates to federal, state and local government health care coverage programs, including the Medicare+Choice, Medicaid and TRICARE programs. These programs involve various risks, including:
the possibility of reduced or insufficient government reimbursement in the future;
higher comparative medical costs;
government regulatory and reporting requirements;
higher marketing and advertising costs per member as a result of marketing to individuals as opposed to groups; and
the possibility that we will not be able to extend or renew any of the contracts relating to these programs. One of our two Puerto Rico Medicaid contracts covering approximately 147,000 members was transitioned to another insurer on October 1, 2001. The other contract with the Health Insurance Administration in Puerto Rico covering approximately 248,000 members is scheduled to expire on June 30, 2002. We are unable to predict if we will renew this contract upon expiration. These contracts also are generally subject to frequent change, including changes which may reduce the number of persons enrolled or eligible to enroll, reduce the revenue we receive or increase our administrative or health care costs under those programs. In the event government reimbursement were to decline from projected amounts, our failure to reduce the health care costs associated with these programs could have a material adverse effect on our business. Changes to these government programs in the future may also affect our ability or willingness to participate in these programs. The loss of these contracts or significant changes in these programs as a result of legislative action, including reductions in payments or increases in benefits without corresponding increases in payments, may have a material adverse effect on our revenues, profitability and business prospects.
In addition at September 30, 2001 under one of our CMS contracts, we provided health insurance coverage to approximately 235,700 members in Florida. This contract accounted for approximately 17% of our total premium revenues in 2000 and approximately 17% of our total premium revenues in the first nine months of 2001. The termination of this contract would likely have a material adverse effect upon our financial condition, results of operations and cash flows.

     If we fail to maintain satisfactory relationships with the providers of care to our members, our business could be adversely affected.

     We contract with physicians, hospitals and other providers to deliver health care to our members. Our products encourage or require our customers to use these contracted providers. These providers may share medical cost risk with us or have financial incentives to deliver quality medical services in a cost-effective manner.

     In any particular market, providers could refuse to contract with us, demand higher payments, or take other actions that could result in higher health care costs for us, less desirable products for customers and members, or difficulty meeting regulatory or accreditation requirements. In some markets, certain providers, particularly hospitals, physician/hospital organizations or multi-specialty physician groups, may have significant market positions and negotiating power. In addition, physician or practice management companies, which aggregate physician practices for administrative efficiency and marketing leverage, may, in some cases, compete directly with us. If these providers refuse to contract with us, use their market position to negotiate favorable contracts, or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be adversely affected.

28

     In some situations, we have contracts with individual or groups of primary care physicians for an actuarially determined, fixed, per-member-per-month fee under which physicians are paid a fixed amount to provide all required medical services to our members. The inability of providers to properly manage costs under these arrangements can result in the financial instability of such providers and the termination of their relationship with us. In addition, payment or other disputes between the primary care provider and specialists with whom it contracts can result in a disruption in the provision of services to our members or a reduction in the services available. A primary care provider's financial instability or failure to pay other providers for services rendered could lead that provider to demand payment from us, even though we have made our regular fixed payments to the primary provider. There can be no assurance that providers with whom we contract will properly manage the costs of services, maintain financial solvency or avoid disputes with other providers, the failure of any of which could have an adverse effect on the provision of services to our members and our operations.

29

Item 3. Quantitative and Qualitative Disclosure about Market Risk
Humana Inc.	

     We are exposed to market risks, such as changes in interest rates. To manage the volatility relating to these exposures, we net the exposures on a consolidated basis to take advantage of natural offsets. A portion of our natural offsets changed when we issued $300 million 7 1/4% senior notes during the third quarter of 2001. This change was mitigated when we entered into interest rate swap agreements as discussed in Note C to our condensed consolidated financial statements. Changes in the fair value of the 7 1/4% senior notes and the swap agreements due to changing interest rates are assumed to offset each other completely, resulting in no impact to earnings from hedge ineffectiveness.

     Other than the change describe above, no other material changes have occurred in our exposures to market risk since the date of our Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

30

Part 2. Other Information
Humana Inc.	
Item 1:Legal Proceedings

     Securities Litigation

     In late 1997, three purported class action complaints were filed in the United States District Court for the Southern District of Florida by former stockholders of Physician Corporation of America, or PCA, and certain of its former directors and officers. We acquired PCA by a merger that became effective on September 8, 1997. The three actions were consolidated into a single action entitled  In re Physician Corporation of America Securities Litigation . The consolidated complaint alleges that PCA and the individual defendants knowingly or recklessly made false and misleading statements in press releases and public filings with respect to the financial and regulatory difficulties of PCA's workers' compensation business. On May 5, 1999, plaintiffs moved for certification of the purported class, and on August 25, 2000, the defendants moved for summary judgment. On January 31, 2001, defendants were granted leave to file a third-party complaint for declaratory judgment on insurance coverage, seeking a determination that the defense costs and liability, if any, resulting from the class action defense are covered by an insurance policy issued by one insurer and, in the alternative, declaring that there is coverage under policies issued by two other insurers. Defendants have moved for summary judgment on the third-party complaint, and the third party defendants have moved to dismiss or stay the third-party complaint.

     Managed Care Industry Class Action Litigation

     We are involved in several purported class action lawsuits that are part of a wave of generally similar actions that target the health care payor industry and particularly target managed care companies. As a result of action by the Judicial Panel on Multi District Litigation, most of the cases against us, as well as similar cases against other companies in the industry, have been consolidated in the United States District Court for the Southern District of Florida, and are now styled  In re Managed Care Litigation . The cases include separate suits against us and five other managed care companies that purport to have been brought on behalf of members, which are referred to as the subscriber track cases, and a single action against us and seven other companies that purport to have been brought on behalf of providers, which is referred to as the provider track case.

     In the subscriber track cases, the plaintiffs seek a recovery under RICO for all persons who are or were subscribers at any time during the four-year period prior to the filing of the complaints. Plaintiffs also seek to represent a subclass of policyholders who purchased insurance through their employers' health benefit plans governed by ERISA, and who are or were subscribers at any time during the six-year period prior to the filing of the complaints. The complaint alleges, among other things, that we intentionally concealed from members certain information concerning the way in which we conduct business, including the methods by which we pay providers. The plaintiffs do not allege that any of the purported practices resulted in denial of any claim for a particular benefit, but instead, claim that we provided the purported class with health insurance benefits of lesser value than promised. The complaint also alleges an industry-wide conspiracy to engage in the various alleged improper practices. We filed a motion to dismiss the complaint on July 14, 2000. On August 15, 2000, the plaintiffs filed their amended motion for class certification, seeking a class consisting of all members of our medical plans, excluding Medicare and Medicaid plans, for the period from 1990 to 1999. We filed our opposition to the motion for class certification on November 15, 2000. A hearing on the class certification issue was conducted on July 24, 2001. No ruling has been issued.

31

     On June 12, 2001, the federal district court rendered its decision with respect to the motions to dismiss. The court dismissed the ERISA claims against us and the other defendants on the grounds that the plaintiffs had failed to exhaust administrative remedies, but permitted the plaintiffs to file amended complaints no later than June 29, 2001. The court declined to dismiss all of the RICO fraud claims against Humana. In the subscriber track cases against other companies, the court dismissed all RICO fraud claims against the other defendants for lack of specificity in their allegations but permitted the plaintiffs to refile all dismissed RICO claims. The plaintiffs filed amended complaints against all except one of the other defendants realleging RICO and ERISA claims on June 29, 2001. Following the district court's June 12, 2001 ruling, we and other defendants requested that the court amend its ruling to allow us to ask the United States Court of Appeals for the Eleventh Circuit to review the court's refusal to follow the decision by the Third Circuit in Maio v. Aetna  that would have resulted in dismissal of the RICO claims. The district court denied this request, but noted that the defendants could renew it following its ruling on motions to dismiss the amended complaints. The motions to dismiss were filed on August 13, 2001.

     In the provider track case, the plaintiffs assert that we and other defendants improperly (i) paid providers' claims and (ii) "downcoded" their claims by paying lesser amounts than they submitted. The complaint alleges, among other things, multiple violations under RICO as well as various breaches of contract and violations of regulations governing the timeliness of claim payments. We moved to dismiss the provider track complaint on September 8, 2000, and the other defendants filed similar motions thereafter. On March 2, 2001, the court dismissed certain of the plaintiffs' claims, including the RICO claim, pursuant to the defendants' several motions to dismiss. However, the court allowed the plaintiffs to attempt to correct the deficiencies in their complaint with an amended pleading with respect to all of the allegations except the claim under the federal Medicare regulations, which was dismissed with prejudice. The court also left undisturbed the plaintiffs' claims for breach of contract. On March 26, 2001, the plaintiffs filed their amended complaint which, among other things, added four state or county medical associations as additional plaintiffs. Two of those, the Denton County Medical Society and the Texas Medical Association, purport to bring their actions against us, as well as against several other defendant companies. The Medical Association of Georgia and the California Medical Association purport to bring their actions against various other defendant companies. The associations seek injunctive relief only. The Florida Medicaid Association has also announced its intent to join the action. On October 27, 2000, the provider track plaintiffs filed a motion for class certification. We filed our opposition to that motion on November 17, 2000. Oral argument on the motion for class certification was conducted May 7, 2001. No ruling has been issued.

     Some defendants have filed appeals to the United States Court of Appeals for the Eleventh Circuit from a ruling by the district court that refused to enforce several arbitration clauses in the provider agreements with the defendants. On June 25, 2001, the Eleventh Circuit stayed all proceedings in the district court pending these appeals. Oral argument before the Eleventh Circuit is scheduled for January 2002. Other defendants, including us, have filed similar motions to enforce arbitration agreements which have not yet been ruled on by the district court.

     We intend to continue to defend these actions vigorously.

     Chipps v. Humana Health Insurance Company of Florida, Inc.

     On January 4, 2000, a jury in Palm Beach County, Florida, rendered an approximately $80 million verdict against us in a case arising from removal of an insured from a special case management program. The award included approximately $78.5 million of punitive damages, $1 million of damages for emotional distress and $29,000 of damages for contractual benefits. On September 19, 2001, the Court of Appeals overturned the verdict, citing numerous errors by the trial court, and remanded for a new trial. The plaintiff filed a Motion for Rehearing EnBanc with the Court of Appeals on October 3, 2001.

32

     Government Audits and Other Litigation and Proceedings

     In July 2000, the Office of the Florida Attorney General initiated an investigation, apparently relating to some of the same matters that are involved in the purported class action lawsuits described above. While the Attorney General has filed no action against us, he has indicated that he may do so in the future. On September 21, 2001, the Texas Attorney General initiated a similar investigation.

     In addition, our business practices are subject to review by various state insurance and health care regulatory authorities and federal regulatory authorities. Recently, there has been increased scrutiny by these regulators of the managed health care companies' business practices, including claims payment practices and utilization management. We have been and continue to be subject to such reviews. Some of these could require changes in some of our practices and could also result in fines or other sanctions.

     We also are involved in other lawsuits that arise in the ordinary course of our business operations, including claims of medical malpractice, bad faith, failure to properly pay claims, nonacceptance or termination of providers, failure to disclose network discounts and various provider arrangements, challenges to subrogation practices, and claims relating to performance of contractual obligations to providers and others. Recent court decisions and pending state and federal legislative activity may increase our exposure for any of these types of claims.

     Personal injury claims and claims for extracontractual damages arising from medical benefit denials are covered by insurance from our wholly owned captive insurance subsidiary and excess carriers, except to the extent that claimants seek punitive damages, which may not be covered by insurance in certain states in which insurance coverage for punitive damages is not permitted. In connection with the case of  Chipps v. Humana Health Insurance Company of Florida, Inc. , our insurance carriers have preliminarily indicated they believe no coverage would be available for a punitive damages award. Other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of insurance may not be enough to cover the damages awarded. In addition, insurance coverage for all or certain forms of liability may become unavailable or prohibitively expensive in the future.

     We do not believe that any pending or threatened legal actions against us or audits by agencies will have a material adverse effect on our financial position, results of operations, or cash flows. However, the likelihood or outcome of current or future suits, like the purported class action lawsuits described above and the appeal of the Chipps case, cannot be accurately predicted with certainty. In addition, the increased litigation which has accompanied the recent negative publicity and public perception of our industry adds to this uncertainty. Therefore, such legal actions could have a material adverse effect on our financial position, results of operations and cash flows.

33

Item 2:	 	Changes in securities	
 	 	None.	 	 	 	 	 	
Item 3:	 	Defaults Upon Senior Securities	
 	 	None.	 	 	 	 	 	
Item 4:	 	Submission of Matters to a Vote of Security Holders	
 	 	None.	
Item 5:	 	Other Information	
 	 	None.	 	 	 	 	 	 	
Item 6:	 	Exhibits and Reports on Form 8-K	
 	 	(a)	Exhibit Index	 	 	 	 	 	
 	 	 	Exhibit 10:	 	
 	 	 	10(a)	364-Day Credit Agreement	
 	 	 	10(b)	Four-Year Credit Agreement	
 	 	 	10(c)	RFC Loan Agreement	
 	 	(b)	Other than the Form 8-K filed on July 30, 2001 and a Form 8-KA filed on July 31, 2001, and referenced in the June 30, 2001 Form 10-Q, there were no other reports filed on Form 8-K.	
34

SIGNATURES	
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.	
 	Humana Inc.	
 	(Registrant)	
 	 	
Date:
	November 14, 2001

	By:	/s/ James H. Bloem

	
 	 	 	James H. Bloem
Senior Vice President
And Chief Financial Officer
(Principal Accounting Officer)	

 	 	 	 	
 	 	 	 	
Date:	November 14, 2001

	By:	/s/ Arthur P. Hipwell

	
 	 	 	Arthur P. Hipwell
Senior Vice President and
General Counsel	

35

EXECUTION COPY

364-DAY CREDIT AGREEMENT

among

HUMANA INC.,

THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,

and

THE CHASE MANHATTAN BANK,
as Administrative Agent and as CAF Loan Agent,

BANK OF AMERICA, N.A.,

CITIBANK, N.A.,
and

WACHOVIA BANK,
as

Syndication Agents

and

J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Lead Bookrunner

Dated as of October 11, 2001

TABLE OF CONTENTS

Page

SECTION 1.     DEFINITIONS                                      1

1.1  Defined Terms                                         1
1.2  Other Definitional Provisions                        17

SECTION 2.     AMOUNT AND TERMS OF LOANS                       17

2.1  Revolving Credit Loans; Conversion of RFC Loans to
Tranche B Revolving Credit Loans                     17
2.2  CAF Loans                                            19
2.3  Repayment of Loans; Evidence of Debt                 21
2.4  Fees                                                 22
2.5  Termination, Reduction or Conversion of Commitments  23
2.6  Optional Prepayments                                 23
2.7  Conversion Options; Minimum Amount of Loans.         24
2.8  Interest Rate and Payment Dates for Loans            24
2.9  Computation of Interest and Fees                     25
2.10 Inability to Determine Interest Rate                 26
2.11 Pro Rata Borrowings and Payments                     26
2.12 Illegality                                           28
2.13 Requirements of Law                                  28
2.14 Capital Adequacy                                     29
2.15 Taxes                                                30
2.16 Indemnity                                            31
2.17 Application of Proceeds of Loans                     31
2.18 Notice of Certain Circumstances; Assignment of
Commitments Under Certain Circumstances              32
2.19 Regulation U                                         32
2.20 Borrowings and Repayments after Transition Date.     33

SECTION 3.     [RESERVED]                                      34

SECTION 4.     REPRESENTATIONS AND WARRANTIES                  34

4.1  Corporate Existence; Compliance with Law             34
4.2  No Legal Obstacle to Agreement; Enforceability       34
4.3  Litigation                                           35
4.4  Disclosure                                           35
4.5  Defaults                                             35
4.6  Financial Condition                                  36
4.7  Changes in Condition                                 36
4.8  Assets                                               36
4.9  Tax Returns                                          36
4.10 Contracts, etc                                       37
4.11 Subsidiaries                                         37
4.12 Burdensome Obligations                               37
4.13 Pension Plans                                        37
4.14 Environmental and Public and Employee Health and
Safety Matters                                 38
4.15 Federal Regulations                                  38
4.16 Investment Company Act; Other Regulations            38
4.17 Solvency                                             38
4.18 Casualties                                           39
4.19 Business Activity                                    39
4.20 Purpose of Loans                                     39

SECTION 5.     CONDITIONS                                      39

5.1  Conditions to the Closing Date                       39
5.2  Conditions to Each Loan                              41

SECTION 6.     AFFIRMATIVE COVENANTS                           42

6.1  Taxes, Indebtedness, etc                             42
6.2  Maintenance of Properties; Maintenance of Existence  42
6.3  Insurance                                            43
6.4  Financial Statements                                 43
6.5  Certificates; Other Information                      44
6.6  Compliance with ERISA                                45
6.7  Compliance with Laws                                 45
6.8  Inspection of Property; Books and Records;
Discussions                                  45
6.9  Notices                                              46
6.10 Maintenance of Licenses, Etc                         47
6.11 Further Assurances                                   47

SECTION 7.     NEGATIVE COVENANTS                              47

7.1  Financial Condition Covenants.                       47
7.2  Limitation on Subsidiary Indebtedness                48
7.3  Limitation on Liens                                  48
7.4  Limitations on Fundamental Changes                   50
7.5  Limitation on Sale of Assets                         50
7.6  Limitation on Distributions                          51
7.7  Transactions with Affiliates                         51
7.8  Sale and Leaseback                                   51

SECTION 8.     DEFAULTS                                        51

8.1  Events of Default                                    51
8.2  Annulment of Defaults                                54
8.3  Waivers                                              54
8.4  Course of Dealing                                    55

SECTION 9.     THE AGENT                                       55

9.1  Appointment                                          55
9.2  Delegation of Duties                                 55
9.3  Exculpatory Provisions                               55
9.4  Reliance by Agent                                    56
9.5  Notice of Default                                    56
9.6  Non-Reliance on Agent and Other Banks                57
9.7  Indemnification                                      57
9.8  Agent and CAF Loan Agent in Its Individual Capacity  57
9.9  Successor Agent and CAF Loan Agent                   58

SECTION 10.    MISCELLANEOUS                                   58

10.1 Amendments and Waivers                               58
10.2 Notices                                              59
10.3 No Waiver; Cumulative Remedies                       59
10.4 Survival of Representations and Warranties           60
10.5 Payment of Expenses and Taxes; Indemnity             60
10.6 Successors and Assigns; Participations; Purchasing
Banks                                                61
10.7 Adjustments; Set-off                                 64
10.8 Counterparts                                         65
10.9 GOVERNING LAW                                        65
10.10     WAIVERS OF JURY TRIAL                           65
10.11     Submission To Jurisdiction; Waivers             66
10.12     Confidentiality of Information                  66
10.13     Existing Credit Agreement                       66

SCHEDULES

SCHEDULE I     Commitment Amounts and Percentages; Lending Offices;
Addresses for Notice
SCHEDULE II    Pricing Grid
SCHEDULE III   Indebtedness
SCHEDULE IV    Subsidiaries of the Company
SCHEDULE V     Liens
SCHEDULE VI    Certain Acquisitions and Dispositions
SCHEDULE VII   Other Regulations
SCHEDULE VIII  Business Activities

EXHIBITS

EXHIBIT A      Form of Revolving Credit Note
EXHIBIT B      Form of Grid CAF Loan Note
EXHIBIT C      Form of Individual CAF Loan Note
EXHIBIT D      Form of CAF Loan Request
EXHIBIT E      Form of CAF Loan Offer
EXHIBIT F      Form of CAF Loan Confirmation Agreement
EXHIBIT G      Form of Commitment Transfer Supplement
EXHIBIT H      Form of Closing Certificate
EXHIBIT I-1    Form of Company Counsel Opinion
EXHIBIT I-2    Form of Opinion of Fried, Frank, Harris, Shriver &
Jacobson

364-DAY CREDIT AGREEMENT, dated as of October 11, 2001,
among HUMANA INC., a Delaware corporation (the "Company"), the
several banks and other financial institutions from time to time
parties to this Agreement (the "Banks"), and THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for
the Banks hereunder (in such capacity, the "Agent") and as CAF
Loan agent (in such capacity, the "CAF Loan Agent").

W I T N E S S E T H:

WHEREAS, the Company has requested the Banks to provide
a 364-day revolving credit facility in the aggregate principal
amount of $265,000,000; and

WHEREAS, the Banks are willing to provide such credit
facility upon and subject to the terms and conditions hereinafter
set forth;

NOW, THEREFORE, the parties hereto hereby agree as
follows:

SECTION 1.     DEFINITIONS

1.1  Defined Terms

As used in this Agreement, the following terms have
the following meanings:

"Admitted Asset":  with respect to any HMO Subsidiary
or Insurance Subsidiary, any asset of such HMO subsidiary or
Insurance Subsidiary which qualifies as an "admitted asset"
(or any like item) under the applicable Insurance
Regulations and HMO Regulations.

"Affiliate":  as to any Person, any other Person (other
than a Subsidiary) which, directly or indirectly, is in
control of, is controlled by, or is under common control
with, such Person.  For purposes of this definition,
"control" of a Person means the power, directly or
indirectly, either to direct or cause the direction of the
management and policies of such Person, whether by contract
or otherwise.

"Aggregate Outstanding Extensions of Credit":  as to
any Bank at any time, an amount equal to the aggregate
principal amount of all Loans made by such Bank then
outstanding.

"Agreement":  this 364-Day Credit Agreement, as the
same may be amended, supplemented or otherwise modified from
time to time.

"Alternate Base Rate":  for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1%
and (c) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%.  For purposes hereof:  "Prime Rate"
shall mean the rate of interest per annum publicly announced
from time to time by the Agent as its prime rate in effect
at its principal office in New York City (each change in the
Prime Rate to be effective on the date such change is
publicly announced); "Base CD Rate" shall mean the sum of
(a) the product of (i) the Three-Month Secondary CD Rate and
(ii) a fraction, the numerator of which is one and the
denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for
three-month certificates of deposit reported as being in
effect on such day (or, if such day shall not be a Business
Day, the next preceding Business Day) by the Board of
Governors of the Federal Reserve System (the "Board")
through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of
deposit of major money center banks in New York City
received at approximately 10:00 A.M., New York City time, on
such day (or, if such day shall not be a Business Day, on
the next preceding Business Day) by the Agent from three New
York City negotiable certificate of deposit dealers of
recognized standing selected by it; "C/D Reserve Percentage"
shall mean, for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by
the Board (or any successor), for determining the maximum
reserve requirement for a member bank of the Federal Reserve
System in New York City with deposits exceeding one billion
Dollars in respect of new non-personal three-month
certificates of deposit in the secondary market in Dollars
in New York City and in an amount of $100,000 or more; "C/D
Assessment Rate" shall mean, for any day, the net annual
assessment rate (rounded upward to the nearest 1/100th of
1%) determined by The Chase Manhattan Bank to be payable on
such day to the Federal Deposit Insurance Corporation or any
successor ("FDIC") for FDIC's insuring time deposits made in
Dollars at offices of The Chase Manhattan Bank in the United
States; and "Federal Funds Effective Rate" shall mean, for
any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for the day of such transactions received
by the Agent from three federal funds brokers of recognized
standing selected by it.  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall
be effective on the effective day of such change in the
Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

"Alternate Base Rate Loans":  Revolving Credit Loans
hereunder at such time as they are made and/or being
maintained at a rate of interest based upon the Alternate
Base Rate.

"Applicable LIBOR Auction Advance Rate":  in respect of
any CAF Loan requested pursuant to a LIBOR Auction Advance
Request, the London interbank offered rate for deposits in
Dollars for the period commencing on the date of such CAF
Loan and ending on the maturity date thereof which appears
on Telerate Page 3750 as of 11:00 A.M., London time, two
Working Days prior to the beginning of such period.

"Applicable Margin":  for each Type of Revolving Credit
Loan, the rate per annum applicable to such type determined
in accordance with the Pricing Grid.

"Available Commitments":  at a particular time, an
amount equal to the difference between (a) the amount of the
Commitments at such time and (b) the Aggregate Outstanding
Extensions of Credit at such time.

"Average Quarterly Commitment":  as defined in
subsection 2.4(a) hereto.

"Bank Obligations":  as defined in subsection 8.1.

"Banks":  the several banks and other financial
institutions from time to time parties to this Agreement.

"Benefitted Bank":  as defined in subsection 10.7.

"Borrowing Date":  any Business Day specified in a
notice pursuant to subsection 2.1(c) or a CAF Loan Request
pursuant to subsection 2.2(b) as a date on which the Company
requests the Banks to make Revolving Credit Loans or CAF
Loans, as the case may be, hereunder.

"Business Day":  a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are
authorized or required by law to close, provided, that with
respect to notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in
Dollar deposits in the interbank eurodollar market.

"CAF Loan":  each CAF Loan made pursuant to subsection
2.2; the aggregate amount advanced by a CAF Loan Bank
pursuant to subsection 2.2 on each CAF Loan Date shall
constitute one or more CAF Loans, as specified by such CAF
Loan Bank pursuant to subsection 2.2(b)(vi).

"CAF Loan Assignee":  as defined in subsection 10.6(c).

"CAF Loan Assignment":  any assignment by a CAF Loan
Bank to a CAF Loan Assignee of a CAF Loan and related
Individual CAF Loan Note; any such CAF Loan Assignment to be
registered in the Register must set forth, in respect of the
CAF Loan Assignee thereunder, the full name of such CAF Loan
Assignee, its address for notices, its lending office
address (in each case with telephone and facsimile
transmission numbers) and payment instructions for all
payments to such CAF Loan Assignee, and must contain an
agreement by such CAF Loan Assignee to comply with the
provisions of subsection 10.6(c), 10.6(h) and 10.12 to the
same extent as any Bank.

"CAF Loan Banks":  Banks from time to time designated
as CAF Loan Banks by the Company by written notice to the
CAF Loan Agent (which notice the CAF Loan Agent shall
transmit to each such CAF Loan Bank).

"CAF Loan Confirmation":  each confirmation by the
Company of its acceptance of one or more CAF Loan Offers,
which CAF Loan Confirmation shall be substantially in the
form of Exhibit F and shall be delivered to the CAF Loan
Agent in writing or by facsimile transmission.

"CAF Loan Date":  each date on which a CAF Loan is made
pursuant to subsection 2.2.

"CAF Loan Note":  a Grid CAF Loan Note or an Individual
CAF Loan Note.

"CAF Loan Offer":  each offer by a CAF Loan Bank to
make one or more CAF Loans pursuant to a CAF Loan Request,
which CAF Loan Offer shall contain the information specified
in Exhibit E and shall be delivered to the CAF Loan Agent by
telephone, immediately confirmed by facsimile transmission.

"CAF Loan Request":  each request by the Company for
CAF Loan Banks to submit bids to make CAF Loans, which shall
contain the information in respect of such requested CAF
Loans specified in Exhibit D and shall be delivered to the
CAF Loan Agent in writing or by facsimile transmission, or
by telephone, immediately confirmed by facsimile
transmission.

"Capital Stock":  any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the
foregoing.

"Change in Control":  of any corporation, shall occur
where (a) any Person or "group" (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended), other than the Company, shall acquire more than
30% of the Voting Stock of such corporation or (b) the
Continuing Directors shall not constitute a majority of the
board of directors of such corporation.

"Closing Date":  the date on which all of the
conditions precedent for the Closing Date set forth in
Section 5 shall have been fulfilled.

"Code":  the Internal Revenue Code of 1986, as amended
from time to time.

"Commitments":  the collective reference to the Tranche
A Commitments and the Tranche B Commitments.

"Commitment Percentage":  as to any Bank, the
percentage of the aggregate Commitments constituted by such
Bank's Commitments.

"Commitment Period":  the period from and including the
Closing Date to but not including the Termination Date or
such earlier date on which the Commitments shall terminate
as provided herein.

"Commitment Transfer Supplement":  a Commitment
Transfer Supplement, substantially in the form of Exhibit G.

"Commonly Controlled Entity":  an entity, whether or
not incorporated, which is under common control with the
Company within the meaning of Section 4001 of ERISA or is
part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

"Conduit Lender":  any special purpose corporation
organized and administered by any Bank for the purpose of
making Loans otherwise required to be made by such Bank and
designated by such Bank in a written instrument; provided,
that the designation by any Bank of a Conduit Lender shall
not relieve the designating Bank of any of its obligations
to fund a Loan under this Agreement if, for any reason, its
Conduit Lender fails to fund any such Loan, and the
designating Bank (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and
waivers required or requested under this Agreement with
respect to its Conduit Lender, and provided, further, that
no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to Section 2.13, 2.14, 2.15, 2.16 or
10.5 than the designating Bank would have been entitled to
receive in respect of the extensions of credit made by such
Conduit Lender (and each Bank which designates a Conduit
Lender shall indemnify the Company against any increased
taxes, costs, expenses, liabilities or losses associated
with any payment thereunder to such Conduit Lender) or (b)
be deemed to have any Commitment.

"Consolidated Assets":  the consolidated assets of the
Company and its Subsidiaries, determined in accordance with
GAAP.

"Consolidated EBIT":  for any period for which the
amount thereof is to be determined, Consolidated Net Income
for such period plus all amounts deducted in computing such
Consolidated Net Income in respect of Consolidated Interest
Expense and income taxes, all determined in accordance with
GAAP; provided, that for purposes of calculating
Consolidated EBIT for any period of four full fiscal
quarters, (i) the Consolidated EBIT attributable to any
Person or business unit acquired by the Company or its
Subsidiaries during such period (such Consolidated EBIT to
be calculated in the same manner as Consolidated EBIT for
the Company and its Subsidiaries is calculated, mutatis
mutandis, provided that amounts arising prior to the time
such acquired Person or business unit was acquired
attributable to (a) any discontinued operations or products
of the acquired Person or business unit or (b) operations or
products of the acquired Person or business unit which the
Company expects to discontinue as disclosed in the Company's
reports filed with the Securities and Exchange Commission
within three months after the date of acquisition of such
Person or business unit shall be excluded in such
calculation) shall be included on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence,
assumption or repayment of any Indebtedness in connection
therewith occurred on the first day of such period of four
full fiscal quarters) and (ii) the Consolidated EBIT of any
Person or business unit disposed of by the Company or its
Subsidiaries during such period (such Consolidated EBIT to
be calculated in the same manner as Consolidated EBIT for
the Company and its Subsidiaries is calculated, mutatis
mutandis) shall be deducted on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such disposition and the repayment of
any Indebtedness in connection therewith occurred on the
first day of such period of four full fiscal quarters).

"Consolidated EBITDA":  for any fiscal period for which
the amount thereof is to be determined, Consolidated EBIT
for such fiscal period plus, to the extent deducted from
Consolidated Net Income for such fiscal period, depreciation
and amortization for such fiscal period.

"Consolidated Interest Expense":  for any period for
which the amount thereof is to be determined, all amounts
deducted in computing Consolidated Net Income for such
period in respect of interest expense on Indebtedness
determined in accordance with GAAP; provided, that for
purposes of calculating Consolidated Interest Expense for
any period of four full fiscal quarters, (i) the
Consolidated Interest Expense of any Person or business unit
acquired by the Company or its Subsidiaries during such
period (such Consolidated Interest Expense to be calculated
in the same manner as Consolidated Interest Expense for the
Company and its Subsidiaries is calculated, mutatis
mutandis, provided that amounts arising prior to the time
such acquired Person or business unit was acquired
attributable to (a) any discontinued operations or products
of the acquired Person or business unit or (b) operations or
products of the acquired Person or business unit which the
Company expects to discontinue as disclosed in the Company's
reports filed with the Securities and Exchange Commission
within three months after the date of acquisition of such
Person or business unit shall be excluded in such
calculation) shall be included on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence,
assumption or repayment of any Indebtedness in connection
therewith occurred on the first day of such period of four
full fiscal quarters) and (ii) the Consolidated Interest
Expense of any Person or business unit disposed of by the
Company or its Subsidiaries during such period (such
Consolidated Interest Expense to be calculated in the same
manner as Consolidated Interest Expense for the Company and
its Subsidiaries is calculated, mutatis mutandis) shall be
deducted on a pro forma basis for such period of four full
fiscal quarters (assuming the consummation of each such
disposition and the repayment of any Indebtedness in
connection therewith occurred on the first day of such
period of four full fiscal quarters).  Consolidated Interest
Expense shall in any event include the Synthetic Lease
Interest Component of any Synthetic Lease entered into by
the Company or any of its Subsidiaries.

"Consolidated Net Income":  for any period, the
consolidated net income, if any, after taxes, of the Company
and its Subsidiaries for such period determined in
accordance with GAAP; provided, that, for all purposes other
than subsection 7.1(a), Consolidated Net Income shall not be
reduced or increased by the amount of any non-cash
extraordinary charges or credits that would otherwise be
deducted from or added to revenue in determining such
Consolidated Net Income.

"Consolidated Net Tangible Assets":  at any date, the
total amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all
current liabilities as disclosed on the consolidated balance
sheet of the Company (excluding any thereof which are by
their terms extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time
as of which the amount thereof is being computed and
excluding any deferred income taxes that are included in
current liabilities), and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense
and other like intangible assets, all as set forth on the
most recent consolidated balance sheet of the Company and
computed in accordance with GAAP.

"Consolidated Net Worth":  at any date, the
stockholders' equity of the Company and its Subsidiaries at
such date, determined in accordance with GAAP.

"Consolidated Total Debt":  the aggregate of all
Indebtedness (including the current portion thereof) of the
Company and its Subsidiaries on a consolidated basis.

"Continuing Director":  any member of the Board of
Directors of the Company who is a member of such Board on
the date of this Agreement, and any Person who is a member
of such Board and whose nomination as a director was
approved by a majority of the Continuing Directors then on
such Board.

"Contractual Obligation":  as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or undertaking to which such Person is
a party or by which it or any of its property is bound.

"Control Group Person":  any Person which is a member
of the controlled group or is under common control with the
Company within the meaning of Section 414(b) or 414(c) of
the Code or Section 4001(b)(1) of ERISA.

"Default":  any of the events specified in subsection
8.1, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition,
has been satisfied.

"Distribution":  (a) the declaration or payment of any
dividend on or in respect of any shares of any class of
Capital Stock of the Company other than dividends payable
solely in shares of common stock of the Company; (b) the
purchase, redemption or other acquisition of any shares of
any class of Capital Stock of the Company directly or
indirectly through a Subsidiary or otherwise; and (c) any
other distribution on or in respect of any shares of any
class of Capital Stock of the Company.

"Dollars" and"$": dollars in lawful currency of the
United States of America.

"Domestic Lending Office":  with respect to each Bank
the office of such Bank located within the United States
which shall be making or maintaining Alternate Base Rate
Loans.

"ERISA":  the Employee Retirement Income Security Act
of 1974, as amended from time to time.

"Eurocurrency Reserve Requirements":  for any day as
applied to a Eurodollar Loan, the aggregate (without
duplication) of the rates (expressed as a decimal fraction)
of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board of
Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect
thereto), dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

"Eurodollar Lending Office":  with respect to each
Bank, the office of such Bank which shall be making or
maintaining Eurodollar Loans.

"Eurodollar Loans":  Revolving Credit Loans hereunder
at such time as they are made and/or are being maintained at
a rate of interest based upon the Eurodollar Rate.

"Eurodollar Rate":  with respect to each day during
each Interest Period pertaining to a Eurodollar Loan, the
rate per annum equal to the average (rounded upwards to the
nearest whole multiple of one sixteenth of one percent) of
the respective rates notified to the Agent by the Reference
Banks as the rate at which each of their Eurodollar Lending
Offices is offered Dollar deposits two Working Days prior to
the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency
and exchange operations of such Eurodollar Lending Office
are then being conducted at or about 10:00 A.M., New York
City time, for delivery on the first day of such Interest
Period for the number of days comprised therein and in an
amount comparable to the amount of the Eurodollar Loan of
such Reference Bank to be outstanding during such Interest
Period.

"Eurodollar Tranche":  the collective reference to
Eurodollar Loans having the same Interest Period (whether or
not originally made on the same day).

"Event of Default":  any of the events specified in
subsection 8.1, provided that any requirement for the giving
of notice, the lapse of time, or both, or any other
condition, event or act has been satisfied.

"Existing Credit Agreement":  the Credit Agreement,
dated as of August 13, 1997, among the Company, the banks
and other financial institutions parties thereto, The Chase
Manhattan Bank, as agent, and others, as amended or
otherwise modified.

"Financing Lease":  any lease of property, real or
personal, if the then present value of the minimum rental
commitment thereunder should, in accordance with GAAP, be
capitalized on a balance sheet of the lessee.

"Fixed Rate Auction Advance Request":  any CAF Loan
Request requesting the CAF Loan Banks to offer to make CAF
Loans at a fixed rate (as opposed to a rate composed of the
Applicable LIBOR Auction Advance Rate plus or minus a
margin).

"Funding Agreement":  that certain RFC Loan Agreement
dated as of October 11, 2001 among Humana Inc., the Several
Banks and other Financial Institutions from time to time
parties thereto, Relationship Funding Company, LLC and The
Chase Manhattan Bank.

"GAAP":  (a) with respect to determining compliance by
the Company with the provisions of subsections 7.1, 7.2 and
7.5, generally accepted accounting principles in the United
States of America consistent with those utilized in
preparing the audited financial statements referred to in
subsection 4.6 and (b) with respect to the financial
statements referred to in subsection 4.6 or the furnishing
of financial statements pursuant to subsection 6.4 and
otherwise, generally accepted accounting principles in the
United States of America from time to time in effect.

"Governmental Authority":  any nation or government,
any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

"Green Bay Facility":  offices of the Company located
at 1100 Employers Boulevard, De Pere, Wisconsin.

"Grid CAF Loan Note": as defined in subsection 2.3(e).

"Guarantee Obligation":  as to any Person, any
arrangement whereby credit is extended to one party on the
basis of any promise of such Person, whether that promise is
expressed in terms of an obligation to pay the Indebtedness
of another, or to purchase an obligation owed by that other,
to purchase assets or to provide funds in the form of lease
or other types of payments under circumstances that would
enable that other to discharge one or more of its
obligations, whether or not such arrangement is listed in
the balance sheet of the obligor or referred to in a
footnote thereto, but shall not include endorsements of
items for collection in the ordinary course of business.

"Headquarters":  the principal executive offices of the
Company located at 500 West Main Street, Louisville,
Kentucky 40202.

"HMO":  a health maintenance organization doing
business as such (or required to qualify or to be licensed
as such) under HMO Regulations.

"HMO Regulation":  all laws, regulations, directives
and administrative orders applicable under federal or state
law specific to health maintenance organizations and any
regulations, orders and directives promulgated or issued
pursuant thereto.

"HMO Regulator":  any Person charged with the
administration, oversight or enforcement of an HMO
Regulation.

"HMO Subsidiary":  any Subsidiary of the Company that
is now or hereafter an HMO.

"Indebtedness":  of a Person, at a particular date, the
sum (without duplication) at such date of (a) all
indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services or which is
evidenced by a note, bond, debenture or similar instrument,
(b) all obligations of such Person under Financing Leases,
(c) all obligations of such Person in respect of letters of
credit, acceptances, or similar obligations issued or
created for the account of such Person in excess of
$1,000,000, (d) all liabilities secured by any Lien on any
property owned by the Company or any Subsidiary even though
such Person has not assumed or otherwise become liable for
the payment thereof, (e) the amount of any Synthetic Lease
Obligations of such Person, (f) all Guarantee Obligations
relating to any of the foregoing in excess of $1,000,000,
and (g) for purposes of subsection 8.1(e) only, all
obligations of such Person in respect of Interest Rate
Protection Agreements.

"Individual CAF Loan Note":  as defined in subsection
2.3(e).

"Insolvency" or "Insolvent":  at any particular time, a
Multiemployer Plan which is insolvent within the meaning of
Section 4245 of ERISA.

"Insurance Regulation":  any law, regulation, rule,
directive or order applicable and specific to an insurance
company.

"Insurance Regulator":  any Person charged with the
administration, oversight or enforcement of any Insurance
Regulation.

"Insurance Subsidiary":  any Subsidiary of the Company
that is now or hereafter doing business (or required to
qualify or to be licensed) under Insurance Regulations.

"Interest Payment Date":  (a)  as to any Alternate Base
Rate Loan, the last day of each March, June, September and
December, commencing on the first of such days to occur
after Alternate Base Rate Loans are made or Eurodollar Loans
are converted to Alternate Base Rate Loans and the final
maturity date of such Loan, (b) as to any Eurodollar Loan in
respect of which the Company has selected an Interest Period
of one, two or three months, the last day of such Interest
Period, (c) as to any CAF Loan in respect of which the
Company has selected an Interest Period not exceeding 90
days or three months, as the case may be, the last day of
such Interest Period and (d) as to any Eurodollar Loan in
respect of which the Company has selected a longer Interest
Period than the periods described in clause (b) and as to
any CAF Loan in respect of which the Company has selected a
longer Interest Period than the periods described in clause
(c), each day that is three months, or a whole multiple
thereof, after the first day of such Interest Period, and
the last day of such Interest Period.

"Interest Period":  (a)  with respect to any Eurodollar
Loans:

(i)  initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such
Eurodollar Loans and ending one, two, three or six months
thereafter (or, with the consent of all the Banks, nine or twelve
months thereafter), as selected by the Company in its notice of
borrowing as provided in subsection 2.1(b) or its notice of
conversion as provided in subsection 2.7(a), as the case may be;
and

(ii) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar
Loans and ending one, two, three or six months thereafter (or,
with the consent of all the Banks, nine or twelve months
thereafter), as selected by the Company by irrevocable notice to
the Agent not less than three Business Days prior to the last day
of the then current Interest Period with respect to such
Eurodollar Loans;

provided that, all of the foregoing provisions relating to
Interest Periods are subject to the following:

(1)  if any Interest Period pertaining to a Eurodollar Loan
would otherwise end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business
Day;

(2)  if the Company shall fail to give notice as provided
above, the Company shall be deemed to have selected an Alternate
Base Rate Loan to replace the affected Eurodollar Loan;

(3)  any Interest Period pertaining to a Eurodollar Loan that
begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on
the last Business Day of a calendar month;

(4)  any interest period pertaining to a Eurodollar Loan that
would otherwise end after the Termination Date shall end on the
Termination Date; and

(5)  the Company shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Loan; and

(b)  with respect to any CAF Loans, the period commencing on the
Borrowing Date therefor and ending on the maturity date for such
CAF Loans as set forth in subsection 2.2(b)(i).

"Interest Rate Protection Agreement":  any interest
rate protection agreement, interest rate futures contract,
interest rate option, interest rate cap or other interest
rate hedge arrangement to or under which the Company or any
of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary after the date
hereof.

"Jacksonville Facility": the offices of the Company
located at 76 Laura Street, Jacksonville, Florida.

"Lender Affiliate":  (a) any Affiliate of any Bank,
(b) any Person that is administered or managed by any Bank
and that is engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business
and (c) with respect to any Bank which is a fund that
invests in commercial loans and similar extensions of
credit, any other fund that invests in commercial loans and
similar extensions of credit and is managed or advised by
the same investment advisor as such Bank or by an Affiliate
of such Bank or investment advisor.

"Leverage Ratio":  at the last day of any full fiscal
quarter of the Company, the ratio of (a) all Indebtedness of
the Company and its Subsidiaries outstanding on such date to
(b) Consolidated EBITDA for the period of four fiscal
quarters of the Company ended on such day.

"LIBOR Auction Advance Request":  any CAF Loan Request
requesting the CAF Loan Banks to offer to make CAF Loans at
an interest rate equal to the Applicable LIBOR Auction
Advance Rate plus or minus a margin.

"Lien":  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien
(statutory or other), or preference, priority or other
security agreement or preferential arrangement that has the
same practical effect as any of the foregoing (including,
without limitation, any conditional sale or other title
retention agreement, any financing lease having
substantially the same economic effect as any of the
foregoing).

"Liquidity Facility Agreement":  the Liquidity
Agreement dated as of October 11, 2001 among Relationship
Funding Company, LLC, the Liquidity Institutions (as defined
therein) and The Chase Manhattan Bank.

"Loan":  any loan made by any Bank pursuant to this
Agreement.

"Loan Documents":  this Agreement and the Notes.

"Margin Stock":  as defined in Regulation U.

"Margin Stock Collateral":  all Margin Stock (other
than Portfolio Margin Stock) of the Company and its
Subsidiaries by which the Loans are deemed "indirectly
secured" within the meaning of Regulation U.

"Material Adverse Effect": any material adverse effect
on (a) the business, assets, operations or condition
(financial or otherwise) of the Company and its Subsidiaries
taken as a whole, (b) the ability of the Company to perform
its obligations under this Agreement and the Notes or (c)
the rights and remedies of the Banks with respect to the
Company and its Subsidiaries under any of the Loan
Documents.

"Maturity Date":  the first anniversary of the
Termination Date (or, if such date is not a Business Day,
the next succeeding Business Day).

"Multiemployer Plan":  a Plan which is a multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

"Other Collateral":  all assets of the Company and its
Subsidiaries (other than Margin Stock) by which the Loans
are deemed "indirectly secured" within the meaning of
Regulation U.

"Non-U.S. Bank": as defined in subsection 2.15(b).

"Note":  any Revolving Credit Note or CAF Loan Note.

"Participants":  as defined in subsection 10.6(b).

"Payment Sharing Notice":  a written notice from the
Company, or any Bank, informing the Agent that an Event of
Default has occurred and is continuing and directing the
Agent to allocate payments thereafter received from the
Company in accordance with subsection 2.11(c).

"PBGC":  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

"Person":  an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other
entity of whatever nature.

"Plan":  at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which the
Company or a Control Group Person is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA
be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

"Portfolio Margin Stock": Margin Stock held by
Insurance Subsidiaries or HMO Subsidiaries as portfolio
investments, as to which the restrictions of Section 7 shall
not apply.

"Pricing Grid".  the Pricing Grid set forth in Schedule II.

"Purchasing Banks":  as defined in subsection 10.6(d).

"RFC Loans":  as defined in the Funding Agreement.

"Reference Banks":  The Chase Manhattan Bank, Citibank
N.A. and Bank of America, N.A..

"Register":  as defined in subsection 10.6(e).

"Regulation T":  Regulation T of the Board of Governors
of the Federal Reserve System.

"Regulation U":  Regulation U of the Board of Governors
of the Federal Reserve System.

"Regulation X":  Regulation X of the Board of Governors
of the Federal Reserve System.

"Reorganization":  with respect to any Multiemployer
Plan, the condition that such plan is in reorganization
within the meaning of such term as used in Section 4241 of
ERISA.

"Reportable Event":  any of the events set forth in
Section 4043(b) of ERISA, other than those events as to
which the thirty day notice period is waived under
subsections .22, .23, .25, .27 or .28 of PBGC Reg.  4043.

"Required Banks":  (a) during the Commitment Period,
Banks whose Commitment Percentages aggregate at least 51%
and (b) after the Commitments have expired or been
terminated, Banks whose outstanding Loans represent in the
aggregate at least 51% of all outstanding Loans.

"Requirement of Law":  as to any Person, the
Certificate of Incorporation and By-Laws or other
organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any
of its property or to which such Person or any of its
property is subject.

"Responsible Officer":  the chief executive officer,
the president, any executive or senior vice president or
vice president of the Company, the chief financial officer,
treasurer or controller of the Company.

"Revolving Credit Loans":  the collective reference to
the Tranche A Revolving Credit Loans and the Tranche B
Revolving Credit Loans.

"Revolving Credit Notes":  as defined in subsection
2.3(e).

"Riverview Square":  the office building of the Company
located at 201 West Main Street, Louisville, Kentucky 40202.

"Significant Subsidiary":  means, at any particular
time, any Subsidiary of the Company that would be a
"significant subsidiary" of the Company within the meaning
of Rule 1-02 under Regulation S-X promulgated by the
Securities and Exchange Commission.

"Single Employer Plan":  any Plan which is covered by
Title IV of ERISA, but which is not a Multiemployer Plan.

"Solvent":  with respect to any Person (or group of
Persons) on a particular date, that on such date (i) the
fair value of the property of such Person (or group of
Persons) is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of
such Person (or group of Persons), (ii) the present fair
salable value of the assets of such Person (or group of
Persons) is not less than the amount that will be required
to pay the probable liability of such Person (or group of
Persons) on its debts as they become absolute and matured,
(iii) such Person (or group of Persons) is able to pay its
debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of
business, (iv) such Person (or group of Persons) does not
intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's (or group of Person's)
ability to pay as such debts and liabilities mature, (v)
such Person (or group of Persons) is not engaged in a
business or a transaction, and is not about to engage in a
business or a transaction, for which such Person's (or group
of Person's) property (after giving effect to any engagement
in such business or transaction) would constitute
unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person
(or group of Persons) is engaged and (vi) such Person (or
group of Persons) is solvent under all applicable HMO
Regulations and Insurance Regulations.  In computing the
amount of contingent liabilities at any time, it is intended
that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected
to become an actual or matured liability.

"Subsidiary":  as to any Person, a corporation of which
shares of stock having ordinary voting power (other than
stock having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors
or other managers of such corporation are at the time owned,
or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references
to a "Subsidiary" or to "Subsidiaries" in this Agreement
shall refer to a Subsidiary or Subsidiaries of the Company.

"Synthetic Lease": each arrangement, however described,
under which the obligor accounts for its interest in the
property covered thereby under GAAP as lessee of a lease
which is not a capital lease under GAAP and accounts for its
interest in the property covered thereby for Federal income
tax purposes as the owner.

"Synthetic Lease Interest Components": with respect to
any Person for any period, the portion of rent paid or
payable (without duplication) for such period under
Synthetic Leases for such Person that would be treated as
interest in accordance with Financial Accounting Standards
Board Statement No. 13 if such Synthetic Leases were treated
as capital leases under GAAP.

"Synthetic Lease Obligation": as to any Person with
respect to any Synthetic Lease at any time of determination,
the amount of the liability of such Person in respect of
such Synthetic Lease that would (if such lease was required
to be classified and accounted for as a capital lease on a
balance sheet of such Person in accordance with GAAP) be
required to be capitalized on the balance sheet of such
Person at such time.

"Taxes":  as defined in subsection 2.15.

"Termination Date":  the date which is 364 days after
the Closing Date (or, if such date is not a Business Day,
the next preceding Business Day).

"Tranche A Commitment":  as to any Bank, its obligation
to make Tranche A Revolving Credit Loans to the Company
pursuant to subsection 2.1(a) in an aggregate principal
amount not to exceed at any one time outstanding the amount
set forth opposite such Bank's name in Schedule I in the
column captioned "Tranche A Commitment Amount", as such
amount may be reduced or increased from time to time as
provided herein.

"Tranche A Commitment Percentage":  as to any Bank, the
percentage of the aggregate Tranche A Commitments
constituted by such Bank's Tranche A Commitment.

"Tranche A Revolving Credit Loans":  as defined in
subsection 2.1(a).

"Tranche B Commitment":  as to any Bank, its obligation
to make Tranche B Revolving Credit Loans to the Company
pursuant to subsection 2.1(b) (and/or to convert RFC Loans
to Tranche B Revolving Credit Loans pursuant to subsection
2.1(d)) in an aggregate principal amount not to exceed at
any one time outstanding the amount set forth opposite such
Bank's name in Schedule I in the column captioned "Tranche B
Commitment Amount", as such amount may be reduced or
increased from time to time as provided herein.

"Tranche B Commitment Percentage":  as to any Bank, the
percentage of the aggregate Tranche B Commitments
constituted by such Bank's Tranche B Commitment.

"Tranche B Revolving Credit Loans":  as defined in
subsection 2.1(b).

"Transfer Effective Date":  as defined in each
Commitment Transfer Supplement.

"Transferee":  as defined in subsection 10.6(g).

"Transition Date":  the date on which (i) the Banks
parties to the Funding Agreement shall have purchased all of
the outstanding RFC Loans and (ii) pursuant to subsection
2.19 of the Funding Agreement, the Company shall have caused
the RFC Loans to be converted to Tranche B Revolving Credit
Loans hereunder and shall have caused all commitments of the
Banks to extend credit under the Liquidity Facility
Agreement and the Funding Agreement to be terminated.

"Type": as to any Revolving Credit Loan, its nature as
an Alternate Base Rate Loan or Eurodollar Loan.

"Uniform Customs":  the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500, as the same may be
amended from time to time.

"Voting Stock":  of any corporation, shares of capital
stock or other securities of such corporation entitled to
vote generally in the election of directors of such
corporation.

"Waterside Building":  the real property located at 101
East Main Street, Louisville, Kentucky 40202, including the
building housing insurance claim processing operations of
the Company.

"Waterside Garage":  the parking garage of the Company
located at 201 North Brook Street, Louisville, Kentucky
40202.

"Working Day":  any Business Day on which dealings in
foreign currencies and exchange between banks may be carried
on in London, England.

1.2  Other Definitional Provisions

(a)  Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when
used in the Notes or any certificate or other document made or
delivered pursuant hereto.

(b)  As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to the Company and its
Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.

(c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

(d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

SECTION 2.      AMOUNT AND TERMS OF LOANS

2.1  Revolving Credit Loans; Conversion of RFC Loans to Tranche
B Revolving Credit Loans

(a)  Subject to the terms and conditions hereof,
each Bank having a Tranche A Commitment severally agrees to make
loans ("Tranche A Revolving Credit Loans") to the Company from
time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding which does not
exceed the Tranche A Commitment of such Bank, provided that the
Aggregate Outstanding Extensions of Credit of all Banks shall not
at any time exceed (i) prior to the Transition Date, the
aggregate amount of the Tranche A Commitments or (ii) from and
after the Transition Date, the aggregate amount of the
Commitments.  During the Commitment Period the Company may use
the Tranche A Commitments by borrowing, prepaying the Tranche A
Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.  The Tranche
A Revolving Credit Loans may be (i) Eurodollar Loans, (ii)
Alternate Base Rate Loans or (iii) a combination thereof, as
determined by the Company and notified to the Agent in accordance
with subsection 2.1(c).  Eurodollar Loans shall be made and
maintained by each Bank at its Eurodollar Lending Office, and
Alternate Base Rate Loans shall be made and maintained by each
Bank at its Domestic Lending Office.

(b)  Subject to the terms and conditions hereof, each
Bank having a Tranche B Commitment severally agrees to make loans
("Tranche B Revolving Credit Loans") to the Company from time to
time during the Commitment Period (but in any event not prior to
the Transition Date) in an aggregate principal amount at any one
time outstanding which does not exceed the Tranche B Commitment
of such Bank, provided that the Aggregate Outstanding Extensions
of Credit of all Banks shall not at any time exceed (i) prior to
the Transition Date, the aggregate amount of the Tranche A
Commitments or (ii) from and after the Transition Date, the
aggregate amount of the Commitments.  During the Commitment
Period the Company may use the Tranche B Commitments by
borrowing, prepaying the Tranche B Revolving Credit Loans in
whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.  The Tranche B Revolving Credit
Loans may be (i) Eurodollar Loans, (ii) Alternate Base Rate Loans
or (iii) a combination thereof, as determined by the Company and
notified to the Agent in accordance with subsection 2.1(c).
Eurodollar Loans shall be made and maintained by each Bank at its
Eurodollar Lending Office, and Alternate Base Rate Loans shall be
made and maintained by each Bank at its Domestic Lending Office.

(c)  The Company may borrow under the Commitments during the
Commitment Period on any Working Day if the borrowing is of
Eurodollar Loans or on any Business Day if the borrowing is of
Alternate Base Rate Loans; provided that the Company shall give
the Agent irrevocable notice (which notice must be received by
the Agent (i) prior to 11:30 A.M., New York City time three
Working Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, and (ii) prior to 12:00 P.M., New York City
time, on the requested Borrowing Date, in the case of Alternate
Base Rate Loans), specifying (A) the amount to be borrowed, (B)
the requested Borrowing Date, (C) whether the borrowing is to be
of Tranche A Revolving Credit Loans or Tranche B Revolving Credit
Loans, and whether such Loans are to be Eurodollar Loans,
Alternate Base Rate Loans, or a combination thereof, and (D) if
the borrowing is to be entirely or partly of Eurodollar Loans,
the length of the Interest Period therefor.  Each borrowing
pursuant to the Commitments shall be in an aggregate principal
amount equal to the lesser of (i) $10,000,000 or a whole multiple
of $1,000,000 in excess thereof and (ii) the then Available
Commitments.  Upon receipt of such notice from the Company, the
Agent shall promptly notify each Bank thereof.  Each Bank will
make the amount of its pro rata share of each borrowing available
to the Agent for the account of the Company at the office of the
Agent set forth in subsection 10.2 prior to 2:00 P.M., New York
City time, on the Borrowing Date requested by the Company in
funds immediately available to the Agent.  The proceeds of all
such Revolving Credit Loans will then be promptly made available
to the Company by the Agent at such office of the Agent by
crediting the account of the Company on the books of such office
with the aggregate of the amounts made available to the Agent by
the Banks.

(d)  In addition to utilization of the Tranche B Revolving Credit
Commitments for borrowings of Tranche B Revolving Credit Loans
from and after the Transition Date, the Company may, in the
circumstances described in subsection 2.19 of the Funding
Agreement, and upon irrevocable written notice to such effect
given by the Company to the Agent, cause the outstanding RFC
Loans to be converted to Tranche B Revolving Credit Loans,
whereupon the outstanding RFC Loans shall become Tranche B
Revolving Credit Loans for all purposes of this Agreement to the
same extent as if such RFC Loans had been made as Tranche B
Revolving Credit Loans on the borrowing date of such RFC Loans.

2.2  CAF Loans

(a)  The Company may borrow CAF Loans from time to
time on any Business Day (in the case of CAF Loans made pursuant
to a Fixed Rate Auction Advance Request) or any Working Day (in
the case of CAF Loans made pursuant to a LIBOR Auction Advance
Request) during the period from the Closing Date until the date
occurring 14 days prior to the Termination Date in the manner set
forth in this subsection 2.2 and in amounts such that the
Aggregate Outstanding Extensions of Credit of all Banks at any
time shall not exceed (i) prior to the Transition Date, the
aggregate amount of the Tranche A Commitments or (ii) from and
after the Transition Date, the aggregate amount of the
Commitments.

(b)  (i)  The Company shall request CAF Loans by delivering a CAF
Loan Request to the CAF Loan Agent, not later than 12:00 Noon
(New York City time) four Working Days prior to the proposed
Borrowing Date (in the case of a LIBOR Auction Advance Request),
and not later than 10:00 A.M. (New York City time) one Business
Day prior to the proposed Borrowing Date (in the case of a Fixed
Rate Auction Advance Request).  Each CAF Loan Request may solicit
bids for CAF Loans in an aggregate principal amount of
$10,000,000 or an integral multiple of $1,000,000 in excess
thereof and for not more than three alternative maturity dates
for such CAF Loans.  The maturity date for each CAF Loan (x) if
made pursuant to a Fixed Rate Auction Advance Request, shall be
not less than 7 days nor more than 360 days after the Borrowing
Date therefor (and in any event not after the Termination Date)
and (y) if made pursuant to a LIBOR Auction Advance Request,
shall be one, two, three, six, nine or twelve months after the
Borrowing Date therefor (and in any event not after the
Termination Date).  The CAF Loan Agent shall promptly notify each
CAF Loan Bank by facsimile transmission of the contents of each
CAF Loan Request received by it.

(ii) In the case of a LIBOR Auction Advance Request, upon receipt
of notice from the CAF Loan Agent of the contents of such CAF
Loan Request, any CAF Loan Bank that elects, in its sole
discretion, to do so, shall irrevocably offer to make one or more
CAF Loans at the Applicable LIBOR Auction Advance Rate plus or
minus a margin for each such CAF Loan determined by such CAF Loan
Bank in its sole discretion.  Any such irrevocable offer shall be
made by delivering a CAF Loan Offer to the CAF Loan Agent, before
9:30 A.M., New York City time, three Working Days before the
proposed Borrowing Date, setting forth the maximum amount of CAF
Loans for each maturity date, and the aggregate maximum amount
for all maturity dates, which such Bank would be willing to make
(which amounts may, subject to subsection 2.2(a), exceed such CAF
Loan Bank's Commitment) and the margin above or below the
Applicable LIBOR Auction Advance Rate at which such CAF Loan Bank
is willing to make each such CAF Loan; the CAF Loan Agent shall
advise the Company before 10:00 A.M., New York City time, three
Working Days before the proposed Borrowing Date of the contents
of each such CAF Loan Offer received by it.  If the CAF Loan
Agent in its capacity as a CAF Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise the
Company of the contents of its CAF Loan Offer before 9:00 A.M.,
New York City time, three Working Days before the proposed
Borrowing Date.

(iii)  In the case of a Fixed Rate Auction Advance  Request,
upon receipt of notice from the Agent of the contents of such CAF
Loan Request, any CAF Loan Bank that elects, in its sole
discretion, to do so, shall irrevocably offer to make one or more
CAF Loans at a rate or rates of interest for each such CAF Loan
determined by such CAF Loan Bank in its sole discretion.  Any
such irrevocable offer shall be made by delivering a CAF Loan
Offer to the CAF Loan Agent, before 9:30 A.M., New York City
time, on the proposed Borrowing Date, setting forth the maximum
amount of CAF Loans for each maturity date, and the aggregate
maximum amount for all maturity dates, which such CAF Loan Bank
would be willing to make (which amounts may, subject to
subsection 2.2(a), exceed such CAF Loan Bank's Commitment) and
the rate or rates of interest at which such CAF Loan Bank is
willing to make each such CAF Loan; the CAF Loan Agent shall
advise the Company before 10:15 A.M., New York City time, on the
proposed Borrowing Date of the contents of each such CAF Loan
Offer received by it.  If the CAF Loan Agent or any affiliate
thereof in its capacity as a CAF Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise the
Company of the contents of its CAF Loan Offer before 9:15 A.M.,
New York City time, on the proposed Borrowing Date.
(iv) The Company shall before 11:00 A.M., New York City time,
three Working Days before the proposed Borrowing Date (in the
case of CAF Loans requested by a LIBOR Auction Advance Request)
and before 11:00 A.M., New York City time, on the proposed
Borrowing Date (in the case of CAF Loans requested by a Fixed
Rate Auction Advance Request) either, in its absolute discretion:

(A)  cancel such CAF Loan Request by giving the CAF Loan Agent
telephone notice to that effect, or

(B)  accept one or more of the offers made by any CAF Loan Bank
or CAF Loan Banks pursuant to clause (ii) or clause (iii) above,
as the case may be, by giving telephone notice to the CAF Loan
Agent (immediately confirmed by delivery to the CAF Loan Agent of
a CAF Loan Confirmation) of the amount of CAF Loans for each
relevant maturity date to be made by each CAF Loan Bank (which
amount for each such maturity date shall be equal to or less than
the maximum amount for such maturity date specified in the CAF
Loan Offer of such CAF Loan Bank, and for all maturity dates
included in such CAF Loan Offer shall be equal to or less than
the aggregate maximum amount specified in such CAF Loan Offer for
all such maturity dates) and reject any remaining offers made by
CAF Loan Banks pursuant to clause (ii) or clause (iii) above, as
the case may be; provided, however,  that (x) the Company may not
accept offers for CAF Loans for any maturity date in an aggregate
principal amount in excess of the maximum principal amount
requested in the related CAF Loan Request, (y) if the Company
accepts any of such offers, it must accept offers strictly based
upon pricing for such relevant maturity date and no other
criteria whatsoever and (z) if two or more CAF Loan Banks submit
offers for any maturity date at identical pricing and the Company
accepts any of such offers but does not wish to borrow the total
amount offered by such CAF Loan Banks with such identical
pricing, the Company shall accept offers from all of such CAF
Loan Banks in amounts allocated among them pro rata according to
the amounts offered by such CAF Loan Banks (or as nearly pro rata
as shall be practicable after giving effect to the requirement
that CAF Loans made by a CAF Loan Bank on a Borrowing Date for
each relevant maturity date shall be in a principal amount of
$5,000,000 or an integral multiple of $1,000,000 in excess
thereof provided that if the number of CAF Loan Banks that submit
offers for any maturity date at identical pricing is such that,
after the Company accepts such offers pro rata in accordance with
the foregoing, the CAF Loans to be made by such CAF Loan Banks
would be less than $5,000,000 principal amount, the number of
such CAF Loan Banks shall be reduced by the CAF Loan Agent by lot
until the CAF Loans to be made by such remaining CAF Loan Banks
would be in a principal amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof).

(v)  If the Company notifies the CAF Loan Agent that a CAF Loan
Request is cancelled pursuant to clause (iv)(A) above, the CAF
Loan Agent shall give prompt, but in no event more than one hour
later, telephone notice thereof to the CAF Loan Banks, and the
CAF Loans requested thereby shall not be made.

(vi) If the Company accepts pursuant to clause (iv)(B) above one
or more of the offers made by any CAF Loan Bank or CAF Loan
Banks, the CAF Loan Agent shall promptly, but in no event more
than one hour later, notify each CAF Loan Bank which has made
such an offer of the aggregate amount of such CAF Loans to be
made on such Borrowing Date for each maturity date and of the
acceptance or rejection of any offers to make such CAF Loans made
by such CAF Loan Bank.  Each CAF Loan Bank which is to make a CAF
Loan shall, before 12:00 Noon, New York City time, on the
Borrowing Date specified in the CAF Loan Request applicable
thereto, make available to the Agent at its office set forth in
subsection 10.2 the amount of CAF Loans to be made by such CAF
Loan Bank, in immediately available funds.  The Agent will make
such funds available to the Company as soon as practicable on
such date at the Agent's aforesaid address.  As soon as
practicable after each Borrowing Date, the Agent shall notify
each Bank of the aggregate amount of CAF Loans advanced on such
Borrowing Date and the respective maturity dates thereof.

(c)  Within the limits and on the conditions set forth in this
subsection 2.2, the Company may from time to time borrow under
this subsection 2.2, repay pursuant to subsection 2.3, and
reborrow under this subsection 2.2.

2.3  Repayment of Loans; Evidence of Debt

(a)  The Company hereby unconditionally promises to
pay to the Agent for the account of each Bank (i) the then unpaid
principal amount of each Revolving Credit Loan of such Bank on
the Maturity Date (or such earlier date on which the Loans become
due and payable pursuant to Section 8), and (ii) the principal
amount of each CAF Loan made by such Bank on the maturity date
therefor as set forth in the CAF Loan Request for such CAF Loan
(or on such earlier date on which the Loans become due and
payable pursuant to Section 8).  The Company hereby further
agrees to pay interest on the unpaid principal amount of the
Loans from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates,
set forth in subsection 2.8.

(b)  Each Bank shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the
Company to such Bank resulting from each Loan of such Bank from
time to time, including the amounts of principal and interest
payable and paid to such Bank from time to time under this
Agreement.

(c)  The Agent shall maintain the Register pursuant to subsection
10.6(e), and a subaccount therein for each Bank, in which shall
be recorded (i) (A) the amount of each Revolving Credit Loan made
hereunder, the Type thereof and each Interest Period applicable
thereto and (B) the amount of each CAF Loan made by such Bank,
the maturity date therefor as set forth in the CAF Loan Request
for such CAF Loan, the interest rate applicable thereto and each
Interest Payment Date applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and
payable from the Company to each Bank hereunder and (iii) both
the amount of any sum received by the Agent hereunder from the
Company and each Bank's share thereof.

(d)  The entries made in the Register and the accounts of each
Bank maintained pursuant to subsection 2.3(b) shall, to the
extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of the Company
therein recorded; provided, however, that the failure of any Bank
or the Agent to maintain the Register or any such account, or any
error therein, shall not in any manner affect the obligation of
the Company to repay (with applicable interest) the Loans made to
such Company by such Bank in accordance with the terms of this
Agreement.

(e)  The Company agrees that, upon the request to the Agent by
any Bank, the Company will execute and deliver to such Bank (i) a
promissory note of the Company evidencing the Revolving Credit
Loans of such Bank, substantially in the form of Exhibit A with
appropriate insertions as to payee, date and principal amount (a
"Revolving Credit Note"), (ii) a promissory note of the Company
evidencing the initial CAF Loan or Loans of such Bank,
substantially in the form of Exhibit B with appropriate
insertions (a "Grid CAF Loan Note"), and/or (iii) a promissory
note of the Company evidencing amounts advanced by such Bank
pursuant to subsection 2.2 which have the same maturity date and
interest rate as amounts advanced by such Bank evidenced by a
Grid CAF Loan Note and which such Bank wishes to constitute more
than one CAF Loan (which principal amounts shall not be less than
$5,000,000 for any such CAF Loans), substantially in the form of
Exhibit C with appropriate insertions (an "Individual CAF Loan
Note").  Upon a Bank's receipt of an Individual CAF Loan Note
evidencing a CAF Loan, such Bank shall endorse on the schedule
attached to its Grid CAF Loan Note the transfer of such CAF Loan
from such Grid CAF Loan Note to such Individual CAF Loan Note.

2.4  Fees

(a)  The Company agrees to pay to the Agent, for the
account of each Bank, on the last day of each fiscal quarter, a
facility fee in respect of the average daily amount of the
Commitment of such Bank during such fiscal quarter (such amount,
the "Average Quarterly Commitment").  Such fee shall be computed
in respect of the Tranche A Commitments and the Tranche B
Commitments at the applicable rates per annum set forth in the
Pricing Grid.

(b)  The Company agrees to pay to the Agent the other fees in
the amounts, and on the dates, agreed to by the Company and the Agent
in the fee letter, dated June 29, 2001, between the Agent and the
Company.  The Agent will distribute to the Banks their respective
portions of upfront fees paid by the Company to the Agent, as
agreed between the Agent and each Bank.

2.5  Termination, Reduction or Conversion of Commitments

(a)  The Company shall have the right, upon not
less than five Business Days' notice to the Agent, to terminate
the Commitments or, from time to time, to reduce the amount of
the Commitments, provided that no such termination or reduction
shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, (i)
the then outstanding principal amount of the Loans would exceed
the amount of the Commitments then in effect, (ii) the then
outstanding principal amount of the Tranche A Revolving Credit
Loans or the Tranche B Revolving Credit Loans would exceed the
amount of the Tranche A Revolving Credit Commitments or the
Tranche B Revolving Credit Commitments, respectively, or (iii)
the amount of the commitment of any Bank under the Liquidity
Facility Agreement would exceed the amount of the Tranche B
Commitment of such Bank.  Except as provided for in subsection
2.5(c) herein, each reduction of the Tranche A Commitments or the
Tranche B Commitments shall be applied ratably to the Tranche A
Commitment or Tranche B Commitment, respectively, of each Bank
based upon the respective amounts of such Commitments.  Each
reduction of Commitments after the Transition Date shall be
applied ratably to the Commitment of each Bank based upon the
respective amounts of such Commitments.

(b)  Any such reduction shall be in an amount of $10,000,000 or
a whole multiple of $1,000,000 in excess thereof, and shall reduce
permanently the amount of the Commitments then in effect.

(c)  Notwithstanding any provision herein, in the event that
pursuant to Section 2.4 of the Funding Agreement, the Facility
Amount (as defined therein) is reduced, the Tranche B Commitments
shall be reduced by an amount equal to such reduction and such
reduction of the Tranche B Commitments shall be applied ratably
to the Tranche B Commitment of each Bank based upon the
respective amount of its Tranche B Commitment; provided, that, in
the event the Company shall have elected, pursuant to Section
4.5(d) of the Liquidity Facility Agreement, to make a non pro
rata reduction of the Aggregate Commitment (as defined therein)
by reducing the commitments of any Downgraded Bank (as defined
therein) under the Liquidity Facility Agreement, the portion of
the Tranche B Commitment of such Downgraded Bank in an amount
equal to such reduction of commitments under the Liquidity
Facility Agreement shall be converted into a Tranche A Commitment
of such Downgraded Bank hereunder.

2.6  Optional Prepayments

The Company may at any time and from time to time,
prepay the Revolving Credit Loans, in whole or in part, without
premium or penalty (subject to the provisions of subsection
2.16), upon at least three Business Days' irrevocable notice to
the Agent in the case of Eurodollar Loans and one Business Day's
irrevocable notice to the Agent in the case of Alternate Base
Rate Loans, specifying the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans or Alternate Base
Rate Loans or a combination thereof, and if of a combination
thereof, the amount of prepayment allocable to each.  Upon
receipt of such notice the Agent shall promptly notify each Bank
thereof.  If such notice is given, the payment amount specified
in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date on the
amount prepaid.  Partial prepayments shall be in an aggregate
principal amount of $5,000,000, or a whole multiple thereof, and
may only be made if, after giving effect thereto, subsection
2.7(c) shall not have been contravened.

2.7  Conversion Options; Minimum Amount of Loans.

(a)  The Company may elect from time to time to convert
Eurodollar Loans to Alternate Base Rate Loans by giving the Agent
at least two Business Days' prior irrevocable notice of such
election (given before 10:00 A.M., New York City time, on the
date on which such notice is required), provided that any such
conversion of Eurodollar Loans shall, subject to the fourth
following sentence, only be made on the last day of an Interest
Period with respect thereto.  The Company may elect from time to
time to convert Alternate Base Rate Loans to Eurodollar Loans by
giving the Agent at least three Working Days' prior irrevocable
notice of such election (given before 11:30 A.M., New York City
time, on the date on which such notice is required).  Upon
receipt of such notice, the Agent shall promptly notify each Bank
thereof.  Promptly following the date on which such conversion is
being made each Bank shall take such action as is necessary to
transfer its portion of such Revolving Credit Loans to its
Domestic Lending Office or its Eurodollar Lending Office, as the
case may be.  All or any part of outstanding Eurodollar Loans and
Alternate Base Rate Loans may be converted as provided herein,
provided that, unless the Required Banks otherwise agree, (i) no
Revolving Credit Loan may be converted into a Eurodollar Loan
when any Event of Default has occurred and is continuing, (ii)
partial conversions shall be in an aggregate principal amount of
$5,000,000 or a whole multiple thereof, and (iii) any such
conversion may only be made if, after giving effect thereto,
subsection 2.7(c) shall not have been contravened.

(b)  Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by
compliance by the Company with the notice provisions contained in
subsection 2.7(a); provided that, unless the Required Banks
otherwise agree, no Eurodollar Loan may be continued as such when
any Event of Default has occurred and is continuing, but shall be
automatically converted to an Alternate Base Rate Loan on the
last day of the then current Interest Period with respect
thereto.  The Agent shall notify the Banks promptly that such
automatic conversion contemplated by this subsection 2.7(b) will
occur.

(c)  All borrowings, conversions, payments, prepayments and
selection of Interest Periods hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the Loans
comprising any Eurodollar Tranche shall not be less than
$10,000,000.  At no time shall there be more than 10 Eurodollar
Tranches.
2.8  Interest Rate and Payment Dates for Loans

(a)  The Eurodollar Loans comprising each Eurodollar
Tranche shall bear interest for each day during each Interest
Period with respect thereto on the unpaid principal amount
thereof at a rate per annum equal to the Eurodollar Rate plus the
Applicable Margin.

(b)  Alternate Base Rate Loans shall bear interest for each day
from and including the date thereof on the unpaid principal
amount thereof at a rate per annum equal to the Alternate Base
Rate plus the Applicable Margin.

(c)  CAF Loans shall bear interest from the Borrowing Date to the
maturity date therefor as set forth in the CAF Loan Request for
such CAF Loan on the unpaid principal amount thereof at the rate
of interest determined pursuant to subsection 2.2(b).

(d)  If all or a portion of the (i) principal amount of any
Loans, (ii) any interest payable thereon or (iii) any fee or
other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which
is 2% above the Alternate Base Rate, and any overdue interest or
other amount payable hereunder shall bear interest at a rate per
annum which is 2% above the Alternate Base Rate, in each case
from the date of such non-payment until paid in full (after as
well as before judgment).  If all or a portion of the principal
amount of any Loans shall not be paid when due (whether at stated
maturity, by acceleration or otherwise), each Eurodollar Loan
shall, unless the Required Banks otherwise agree, be converted to
an Alternate Base Rate Loan at the end of the last Interest
Period with respect thereto.

(e)  Interest shall be payable in arrears on each Interest
Payment Date.

2.9  Computation of Interest and Fees

(a)  Interest in respect of Alternate Base Rate
Loans shall be calculated on the basis of a (i) 365-day (or 366-
day, as the case may be) year for the actual days elapsed when
such Alternate Base Rate Loans are based on the Prime Rate, and
(ii) a 360-day year for the actual days elapsed when based on the
Base CD Rate or the Federal Funds Effective Rate.  Interest in
respect of Eurodollar Loans and CAF Loans shall be calculated on
the basis of a 360-day year for the actual days elapsed.  The
Agent shall as soon as practicable notify the Company and the
Banks of each determination of a Eurodollar Rate.  Any change in
the interest rate on a Revolving Credit Loan resulting from a
change in the Alternate Base Rate or the Applicable Margin or the
Eurocurrency Reserve Requirements shall become effective as of
the opening of business on the day on which such change in the
Alternate Base Rate is announced, such Applicable Margin changes
as provided herein or such change in the Eurocurrency Reserve
Requirements shall become effective, as the case may be.  The
Agent shall as soon as practicable notify the Company and the
Banks of the effective date and the amount of each such change.

(b)  Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive and
binding on the Company and the Banks in the absence of manifest
error.  The Agent shall, at the request of the Company, deliver
to the Company a statement showing the quotations used by the
Agent in determining any interest rate pursuant to subsection
2.8(a) or (d).

(c)  If any Reference Bank's Commitment shall terminate
(otherwise than on termination of all the Commitments), or its
Revolving Credit Loans shall be assigned for any reason
whatsoever, such Reference Bank shall thereupon cease to be a
Reference Bank, and if, as a result of the foregoing, there shall
only be one Reference Bank remaining, then the Agent (after
consultation with the Company and the Banks) shall, by notice to
the Company and the Banks, designate another Bank as a Reference
Bank so that there shall at all times be at least two Reference
Banks.

(d)  Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Agent as contemplated hereby.  If any
of the Reference Banks shall be unable or otherwise fails to
supply such rates to the Agent upon its request, the rate of
interest shall be determined on the basis of the quotations of
the remaining Reference Banks or Reference Bank.
(e)  Facility fees shall be computed on the basis of a 365-day
year for the actual days elapsed.

2.10 Inability to Determine Interest Rate

In the event that:

(i)  the Agent shall have determined in its reasonable
judgment (which determination shall be conclusive and binding upon
the Company) that, by reason of circumstances affecting the interbank
eurodollar market generally, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any requested
Interest Period;

(ii) only one of the Reference Banks is able to obtain bids for
its Dollar deposits for such Interest Period in the manner
contemplated by the term "Eurodollar Rate"; or

(iii) the Agent shall have received notice prior to the first
day of such Interest Period from Banks constituting the Required
Banks that the interest rate determined pursuant to subsection
2.8(a) for such Interest Period does not accurately reflect the
cost to such Banks (as conclusively certified by such Banks) of
making or maintaining their affected Loans during such Interest
Period;

with respect to (A) proposed Revolving Credit Loans that the
Company has requested be made as Eurodollar Loans, (B) Eurodollar
Loans that will result from the requested conversion of Alternate
Base Rate Loans into Eurodollar Loans or (C) the continuation of
Eurodollar Loans beyond the expiration of the then current
Interest Period with respect thereto, the Agent shall forthwith
give facsimile or telephonic notice of such determination to the
Company and the Banks at least one day prior to, as the case may
be, the requested Borrowing Date for such Eurodollar Loans, the
conversion date of such Loans or the last day of such Interest
Period.  If such notice is given (x) any requested Eurodollar
Loans shall be made as Alternate Base Rate Loans, (y) any
Alternate Base Rate Loans that were to have been converted to
Eurodollar Loans shall be continued as Alternate Base Rate Loans
and (z) any outstanding Eurodollar Loans shall be converted, on
the last day of the then current Interest Period with respect
thereto, to Alternate Base Rate Loans.  Until such notice has
been withdrawn by the Agent, no further Eurodollar Loans shall be
made, nor shall the Company have the right to convert Alternate
Base Rate Loans to Eurodollar Loans.  The Agent shall withdraw
such notice upon its determination that the event or events which
gave rise to such notice no longer exist.

2.11 Pro Rata Borrowings and Payments

(a)  Each borrowing by the Company of Revolving
Credit Loans under the Tranche A Commitments or the Tranche B
Commitments shall be made ratably from the Banks in accordance
with their Tranche A Commitment Percentages or Tranche B
Commitment Percentages, as the case may be.

(b)  Whenever any payment received by the Agent under this
Agreement or any Note is insufficient to pay in full all amounts
then due and payable to the Agent and the Banks under this
Agreement and the Notes, and the Agent has not received a Payment
Sharing Notice (or if the Agent has received a Payment Sharing
Notice but the Event of Default specified in such Payment Sharing
Notice has been cured or waived), such payment shall be
distributed and applied by the Agent and the Banks in the
following order:  first, to the payment of fees and expenses due
and payable to the Agent under and in connection with this
Agreement; second, to the payment of all expenses due and payable
under subsection 10.5(a), ratably among the Banks in accordance
with the aggregate amount of such payments owed to each such
Bank; third, to the payment of fees due and payable under
subsection 2.4, ratably among the Banks in accordance with their
Commitment Percentages; fourth, to the payment of interest then
due and payable on the Loans, ratably among the Banks in
accordance with the aggregate amount of interest owed to each
such Bank; and fifth, to the payment of the principal amount of
the Loans which is then due and payable, ratably among the Banks
in accordance with the aggregate principal amount owed to each
such Bank.

(c)  After the Agent has received a Payment Sharing Notice which
remains in effect, all payments received by the Agent under this
Agreement or any Note shall be distributed and applied by the
Agent and the Banks in the following order:  first, to the
payment of all amounts described in clauses first through third
of the foregoing paragraph (b), in the order set forth therein;
and second, to the payment of the interest accrued on and the
principal amount of all of the Loans, regardless of whether any
such amount is then due and payable, ratably among the Banks in
accordance with the aggregate accrued interest plus the aggregate
principal amount owed to such Bank.

(d)  All payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made
without set-off or counterclaim and shall be made to the Agent,
for the account of the Banks, at the Agent's office set forth in
subsection 10.2, in lawful money of the United States of America
and in immediately available funds.  The Agent shall distribute
such payments to the Banks promptly upon receipt in like funds as
received.  If any payment hereunder (other than payments on the
CAF Loans made pursuant to a LIBOR Auction Advance Request)
becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day,
and, with respect to payments of principal, interest thereon
shall be payable at the then applicable rate during such
extension.  If any payment on a CAF Loan made pursuant to a LIBOR
Auction Advance Request becomes due and payable on a day other
than a Working Day, the maturity thereof shall be extended to the
next succeeding Working Day unless the result of such extension
would be to extend such payment into another calendar month in
which event such payment shall be made on the immediately
preceding Working Day.

(e)  Unless the Agent shall have been notified in writing by any
Bank prior to a Borrowing Date that such Bank will not make the
amount which would constitute its Tranche A Commitment Percentage
or Tranche B Commitment Percentage, as the case may be, of the
borrowing of Revolving Credit Loans on such date available to the
Agent, the Agent may assume that such Bank has made such amount
available to the Agent on such Borrowing Date, and the Agent may,
in reliance upon such assumption, make available to the Company a
corresponding amount.  If such amount is made available to the
Agent on a date after such Borrowing Date, such Bank shall pay to
the Agent on demand an amount equal to the product of (i) the
daily average Federal Funds Effective Rate during such period as
quoted by the Agent, times (ii) the amount of such Bank's Tranche
A Commitment Percentage or Tranche B Commitment Percentage, as
the case may be, of such borrowing, times (iii) a fraction the
numerator of which is the number of days that elapse from and
including such Borrowing Date to the date on which such Bank's
Tranche A Commitment Percentage or Tranche B Commitment
Percentage, as the case may be, of such borrowing shall have
become immediately available to the Agent and the denominator of
which is 360.  A certificate of the Agent submitted to any Bank
with respect to any amounts owing under this subsection 2.11(e)
shall be conclusive, absent manifest error.  If such Bank's
Tranche A Commitment Percentage or Tranche B Commitment
Percentage, as the case may be, of such borrowing is not in fact
made available to the Agent by such Bank within three Business
Days of such Borrowing Date, the Agent shall be entitled to
recover such amount with interest thereon at the rate per annum
applicable to Alternate Base Rate Loans hereunder, on demand,
from the Company.

2.12 Illegality

Notwithstanding any other provisions herein, if
after the date hereof the adoption of or any change in any
Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the Bank
shall, within 30 Working Days after it becomes aware of such
fact, notify the Company, through the Agent, of such fact, (b)
the commitment of such Bank hereunder to make Eurodollar Loans or
convert Alternate Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (c) such Bank's Revolving Credit Loans
then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans on the respective last
days of the then current Interest Periods for such Revolving
Credit Loans or within such earlier period as required by law.
Each Bank shall take such action as may be reasonably available
to it without material legal or financial disadvantage (including
changing its Eurodollar Lending Office) to prevent the adoption
of or any change in any such Requirement of Law from becoming
applicable to it.

2.13 Requirements of Law

(a)  If after the date hereof the adoption of or any
change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) after the date
hereof from any central bank or other Governmental Authority:

(i)  shall subject any Bank to any tax of any kind whatsoever
(other than a withholding tax) with respect to this Agreement,
any Revolving Credit Note, or any Eurodollar Loans made by it, or
change the basis of taxation of payments to such Bank of
principal, facility fee, interest or any other amount payable
hereunder in respect of Revolving Credit Loans (except for
changes in the rate of tax on the overall net income of such
Bank);

(ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets
held by, or deposits or other liabilities in or for the account
of, advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Bank which are
not otherwise included in the determination of the Eurodollar
Rate hereunder; or

(iii)  shall impose on such Bank any other condition;
and the result of any of the foregoing is to increase the cost to
such Bank, by any amount which such Bank reasonably deems to be
material, of making, renewing or maintaining advances or
extensions of credit or to reduce any amount receivable
hereunder, in each case, in respect thereof, then, in any such
case, the Company shall promptly pay such Bank, upon its demand,
any additional amounts necessary to compensate such Bank for such
additional cost or reduced amount receivable; provided, however,
that notwithstanding anything contained in this subsection
2.13(a) to the contrary, such Bank shall not be entitled to
receive any amounts pursuant to this subsection 2.13(a) that it
is also entitled to pursuant to subsection 2.15(a).  If a Bank
becomes entitled to claim any additional amounts pursuant to this
subsection 2.13(a), it shall, within 30 Business Days after it
becomes aware of such fact, notify the Company, through the
Agent, of the event by reason of which it has become so entitled.
A certificate as to any additional amounts payable pursuant to
the foregoing sentence submitted by such Bank, through the Agent,
to the Company shall be conclusive in the absence of manifest
error.  Each Bank shall take such action as may be reasonably
available to it without legal or financial disadvantage
(including changing its Eurodollar Lending Office) to prevent any
such Requirement of Law or change from becoming applicable to it.
This covenant shall survive the termination of this Agreement and
payment of the outstanding Revolving Credit Notes and all other
amounts payable hereunder.

(b)  In the event that after the date hereof a Bank is required
to maintain reserves of the type contemplated by the definition
of "Eurocurrency Reserve Requirements", such Bank may require the
Company to pay, promptly after receiving notice of the amount
due, additional interest on the related Eurodollar Loan of such
Bank at a rate per annum determined by such Bank up to but not
exceeding the excess of (i) (A) the applicable Eurodollar Rate
divided by (B) one minus the Eurocurrency Reserve Requirements
over (ii) the applicable Eurodollar Rate.  Any Bank wishing to
require payment of any such additional interest on account of any
of its Eurodollar Loans shall notify the Company no more than 30
Working Days after each date on which interest is payable on such
Eurodollar Loan of the amount then due it under this subsection
2.13(b), in which case such additional interest on such
Eurodollar Loan shall be payable to such Bank at the place
indicated in such notice.  Each such notification shall be
accompanied by such information as the Company may reasonably
request.

2.14 Capital Adequacy

If any Bank shall have determined that after the
date hereof the adoption of or any change in any Requirement of
Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Bank or any corporation
controlling such Bank with any request or directive after the
date hereof regarding capital adequacy (whether or not having the
force of law) from any central bank or Governmental Authority,
does or shall have the effect of reducing the rate of return on
such Bank's or such corporation's capital as a consequence of its
obligations hereunder to a level below that which such Bank or
such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Bank's or
such corporation's policies with respect to capital adequacy) by
an amount which is reasonably deemed by such Bank to be material,
then from time to time, promptly after submission by such Bank,
through the Agent, to the Company of a written request therefor
(such request shall include details reasonably sufficient to
establish the basis for such additional amounts payable and shall
be submitted to the Company within 30 Working Days after it
becomes aware of such fact), the Company shall promptly pay to
such Bank such additional amount or amounts as will compensate
such Bank for such reduction.  The agreements in this subsection
2.14 shall survive the termination of this Agreement and payment
of the Loans and the Notes and all other amounts payable
hereunder.

2.15 Taxes

(a)  All payments made by the Company under this
Agreement shall be made free and clear of, and without reduction
or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges,
fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental
Authority excluding, in the case of the Agent and each Bank, net
income and franchise taxes imposed on the Agent or such Bank by
the jurisdiction under the laws of which the Agent or such Bank
is organized or any political subdivision or taxing authority
thereof or therein, or by any jurisdiction in which such Bank's
Domestic Lending Office or Eurodollar Lending Office, as the case
may be, is located or any political subdivision or taxing
authority thereof or therein (all such non-excluded taxes,
levies, imposts, deductions, charges or withholdings being
hereinafter called "Taxes").  If any Taxes are required to be
withheld from any amounts payable to the Agent or any Bank
hereunder or under the Notes, the amounts so payable to the Agent
or such Bank shall be increased to the extent necessary to yield
to the Agent or such Bank (after payment of all Taxes) interest
or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement and the Notes.  Whenever
any Taxes are payable by the Company, as promptly as possible
thereafter, the Company shall send to the Agent for its own
account or for the account of such Bank, as the case may be, a
certified copy of any original official receipt that is received
by the Company showing payment thereof (or, if no official
receipt is received by the Company, a statement of the Company
indicating payment thereof).  If the Company fails to pay any
Taxes when due to the appropriate taxing authority or fails to
remit to the Agent the required receipts or other required
documentary evidence, the Company shall indemnify the Agent and
the Banks for any incremental taxes, interest or penalties that
may become payable by the Agent or any Bank as a result of any
such failure, except to the extent such failure is attributable
to a failure by a Non-U.S. Bank to comply with the form delivery
and notice requirements of paragraph (b) below.

(b)  Each Bank (or Transferee) that is not a citizen or resident
of the United States of America, a corporation, partnership or
other entity created or organized in or under the laws of the
United States of America (or any jurisdiction thereof), or any
estate or trust that is subject to federal income taxation
regardless of the source of its income (a "Non-U.S. Bank") shall
deliver to the Company and the Agent (or, in the case of a
Participant, to the Bank from which the related participation
shall have been purchased) two copies of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent
versions thereof or successors thereto, properly completed and
duly executed by such Non-U.S. Bank claiming complete exemption
from U.S. federal withholding tax on all payments by the Company
under this Agreement and the other Loan Documents.  Such forms
shall be delivered by each Non-U.S. Bank on or before the date it
becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the
related participation).  In addition, each Non-U.S. Bank shall
deliver such forms promptly upon the obsolescence or invalidity
of any form previously delivered by such Non-U.S. Bank.  Each Non-
U.S. Bank shall promptly notify the Company at any time it
determines that it is no longer in a position to provide any
previously delivered certificate to the Company (or any other
form of certification adopted by the U.S. taxing authorities for
such purpose).  Notwithstanding any other provision of this
paragraph, a Non-U.S. Bank shall not be required to deliver any
form pursuant to this paragraph that such Non-U.S. Bank is not
legally able to deliver, provided, however, that in the event
that the failure to be able to deliver such form is not
attributable to a change in law, the Company shall be relieved of
the obligation to make additional payments under subsection
2.15(a) above.

(c)  The agreements in subsection 2.15 shall survive the
termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.
2.16 Indemnity

.  The Company agrees to indemnify each Bank and to
hold each Bank harmless from any loss or expense (other than any
loss of anticipated margin or profit) which such Bank may sustain
or incur as a consequence of (a) default by the Company in
payment when due of the principal amount of or interest on any
Eurodollar Loans of such Bank, (b) default by the Company in
making a borrowing or conversion after the Company has given a
notice of borrowing in accordance with subsection 2.1(c) or a
notice of continuation or conversion pursuant to subsection 2.7,
(c) default by the Company in making any prepayment after the
Company has given a notice in accordance with subsection 2.6 or
(d) the making of a prepayment of a Eurodollar Loan on a day
which is not the last day of an Interest Period with respect
thereto, including, without limitation, in each case, any such
loss or expense arising from the reemployment of funds obtained
by it to maintain its Eurodollar Loans hereunder or from fees
payable to terminate the deposits from which such funds were
obtained.  Any Bank claiming any amount under this subsection
2.16 shall provide calculations, in reasonable detail, of the
amount of its loss or expense.  This covenant shall survive
termination of this Agreement and payment of the outstanding
Loans and all other amounts payable hereunder.

2.17 Application of Proceeds of Loans

.  Subject to the provisions of the following sentence,
the Company may use the proceeds of the Loans for any lawful
general corporate purpose, including acquisitions.  The Company
will not, directly or indirectly, apply any part of the proceeds
of any such Loan for the purpose of "purchasing" or "carrying"
any Margin Stock within the respective meanings of each of the
quoted terms under Regulation U, or to refund any indebtedness
incurred for such purpose, provided that the Company may use the
proceeds of Loans for such purposes, if such usage does not
violate Regulation U as now and from time to time hereafter in
effect.

2.18 Notice of Certain Circumstances; Assignment of Commitments
Under Certain Circumstances

.  (a)  Any Bank claiming any additional amounts
payable pursuant to subsections 2.13, 2.14 or 2.15 or exercising
its rights under subsection 2.12, shall, in accordance with the
respective provisions thereof, provide notice to the Company and
the Agent.  Such notice to the Company and the Agent shall
include details reasonably sufficient to establish the basis for
such additional amounts payable or the rights to be exercised by
the Bank.

(b)  Any Bank claiming any additional amounts payable pursuant to
subsections 2.13, 2.14 or 2.15 or exercising its rights under
subsection 2.12, shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or
document requested by the Company or to change the jurisdiction
of its applicable lending office if the making of such filing or
change would avoid the need for or reduce the amount of any such
additional amounts which may thereafter accrue or avoid the
circumstances giving rise to such exercise and would not, in the
reasonable determination of such Bank, be otherwise
disadvantageous in any material respect to such Bank.

(c)  In the event that the Company shall be required to make any
additional payments to any Bank pursuant to subsections 2.13,
2.14 or 2.15 or any Bank shall exercise its rights under
subsection 2.12, the Company shall have the right at its own
expense, upon notice to such Bank and the Agent, to require such
Bank to transfer and to assign without recourse (in accordance
with and subject to the terms of subsection 10.6) all its
interest, rights and obligations under this Agreement to another
financial institution (including any Bank) acceptable to the
Agent (which approval shall not be unreasonably withheld) which
shall assume such obligations; provided that (i) no such
assignment shall conflict with any Requirement of Law and (ii)
such assuming financial institution shall pay to such Bank in
immediately available funds on the date of such assignment the
outstanding principal amount of such Bank's Loans together with
accrued interest thereon and all other amounts accrued for its
account or owed to it hereunder, including, but not limited to
additional amounts payable under subsections 2.4, 2.12, 2.13,
2.14, 2.15 and 2.16.
2.19 Regulation U

.  (a)  If at any time the Company shall use the
proceeds of any Loans for the purpose of "purchasing" or
"carrying" any Margin Stock within the respective meanings of
each of the quoted terms under Regulation U, or to refund any
indebtedness incurred for such purpose, and, after giving effect
to such purchase or refund, more than 25% of the value
(determined in accordance with Regulation U) of the assets
subject to the restrictions of Section 7 would be represented by
Margin Stock, the Company shall give notice thereof to the Agent
and the Banks, and thereafter the Loans made by each Bank shall
at all times be treated for purposes of Regulation U as two
separate extensions of credit (the "A Credit" and the "B Credit"
of such Bank and, collectively, the "A Credits" and the "B
Credits"), as follows:

(i)  the aggregate amount of the A Credit of such Bank shall be
an amount equal to such Bank's pro rata share (based on the
amount of its Commitment Percentage) of the maximum loan value
(as determined in accordance with Regulation U), of all Margin
Stock Collateral; and

(ii) the aggregate amount of the B Credit of such Bank shall be
an amount equal to such Bank's pro rata share (based on the
amount of its Commitment Percentage) of all Loans outstanding
hereunder minus such Bank's A Credit.
In the event that any Margin Stock Collateral is acquired or
sold, the amount of the A Credit of such Bank shall be adjusted
(if necessary), to the extent necessary by prepayment, to an
amount equal to such Bank's pro rata share (based on the amount
of its Commitment Percentage) of the maximum loan value
(determined in accordance with Regulation U) as of the date of
such acquisition or sale) of the Margin Stock Collateral
immediately after giving effect to such acquisition or sale.
Nothing contained in this subsection 2.19 shall be deemed to
permit any sale of Margin Stock Collateral in violation of any
other provisions of this Agreement.

(b)  Each Bank will maintain its records to identify the A Credit
of such Bank and the B Credit of such Bank, and, solely for the
purposes of complying with Regulation U, the A and B Credits
shall be treated as separate extensions of credit.  Each Bank
hereby represents and warrants that the loan value of the Other
Collateral is sufficient for such Bank to lend its pro rata share
of the B Credit.

(c)  The benefits of the indirect security in Margin Stock
Collateral created by any provisions of this Agreement shall be
allocated first to the benefit and security of the payment of the
principal of and interest on the A Credits of the Banks and of
all other amounts payable by the Company under this Agreement in
connection with the A Credits (collectively, the "A Credit
Amounts") and second, only after the payment in full of the A
Credit Amounts, to the benefit and security of the payment of the
principal of and interest on the B Credits of the Banks and of
all other amounts payable by the Company under this Agreement in
connection with the B Credits (collectively, the "B Credit
Amounts"). The benefits of the indirect security in Other
Collateral created by any provisions of this Agreement, shall be
allocated first to the benefit and security of the payment of the
B Credit Amounts and second, only after the payment in full of
the B Credit Amounts, to the benefit and security of the payment
of the A Credit Amounts.
(d)  The Company shall furnish to each Bank at the time of each
acquisition and sale of Margin Stock Collateral such information
and documents as the Agent or such Bank may require to determine
the A and B Credits, and at any time and from time to time, such
other information and documents as the Agent or such Bank may
reasonably require to determine compliance with Regulation U.
(e)  Each Bank shall be responsible for its own compliance with
and administration of the provisions of this subsection 2.19 and
Regulation U, and the Agent shall have no responsibility for any
determinations or allocations made or to be made by any Bank as
required by such provisions.
2.20 Borrowings and Repayments after Transition Date.

As promptly as practicable after the Transition Date,
the Company will make borrowings and repayments in respect of
Revolving Credit Loans in amounts such that, after giving effect
to such borrowings and repayments, the outstanding Revolving
Credit Loans will be held by the Banks ratably based upon their
respective Commitments; and all borrowings and repayment of
Revolving Credit Loans thereafter shall be made ratably based
upon the respective Commitments of the Banks.

SECTION 3.     [RESERVED]

SECTION 4.     REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants that:

4.1  Corporate Existence; Compliance with Law

.  Each of the Company and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party, to own and
operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c)
is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires
such qualification and (d) is in compliance with all Requirements
of Law, including, without limitation, HMO Regulations and
Insurance Regulations, except to the extent that the failure to
be so qualified or to comply therewith would not have a Material
Adverse Effect.

4.2  No Legal Obstacle to Agreement; Enforceability

.  Neither the execution and delivery of any Loan
Document, nor the making by the Company of any borrowings
hereunder, nor the consummation of any transaction herein or
therein referred to or contemplated hereby or thereby nor the
fulfillment of the terms hereof or thereof or of any agreement or
instrument referred to in this Agreement, has constituted or
resulted in or will constitute or result in a breach of any
Requirement of Law, including without limitation, HMO Regulations
and Insurance Regulations, or any Contractual Obligation of the
Company or any of its Subsidiaries, or result in the creation
under any agreement or instrument of any security interest, lien,
charge or encumbrance upon any of the assets of the Company or
any of its Subsidiaries.  No approval, authorization or other
action by any Governmental Authority, including, without
limitation, HMO Regulators and Insurance Regulators, or any other
Person is required to be obtained by the Company or any of its
Subsidiaries in connection with the execution, delivery and
performance of this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby, or the making of any
borrowing by the Company hereunder.  This Agreement has been, and
each other Loan Document will be, duly executed and delivered on
behalf of the Company.  This Agreement constitutes, and each
other Loan Document when executed and delivered will constitute,
a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by
proceedings in equity or at law).

4.3  Litigation

.  Except as disclosed in the Company's Annual Report
on Form 10-K for its fiscal year ended December 31, 2000 and the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended March 31, 2001 and June 30, 2001 filed with the Securities
and Exchange Commission and previously distributed to the Banks,
as of the date hereof, there is no litigation, at law or in
equity, or any proceeding before any federal, state, provincial
or municipal board or other governmental or administrative
agency, including without limitation, HMO Regulators and
Insurance Regulators, pending or to the knowledge of the Company
threatened which, after giving effect to any applicable
insurance, could reasonably be expected to have a Material
Adverse Effect or which seeks to enjoin the consummation of any
of the transactions contemplated by this Agreement or any other
Loan Document, and no judgment, decree, or order of any federal,
state, provincial or municipal court, board or other governmental
or administrative agency, including without limitation, HMO
Regulators and Insurance Regulators, has been issued against the
Company or any Subsidiary which has, or may involve, a material
risk of a Material Adverse Effect.  The Company does not believe
that the final resolution of the matters disclosed in its Annual
Report on Form 10-K for its fiscal year ended December 31, 2000
and the Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2001 and June 30, 2001 filed with the
Securities and Exchange Commission and previously distributed to
the Banks, will have a Material Adverse Effect.

4.4  Disclosure

.  Neither this Agreement nor any agreement, document,
certificate or statement furnished to the Banks by the Company in
connection herewith (including, without limitation, the
information relating to the Company and its Subsidiaries included
in the Confidential Information Memorandum dated September 2001
delivered in connection with the syndication of the credit
facilities hereunder) contains any untrue statement of material
fact or, taken as a whole together with all other information
furnished to the Banks by the Company, omits to state a material
fact necessary in order to make the statements contained herein
or therein not misleading.  All pro forma financial statements
made available to the Banks have been prepared in good faith
based upon reasonable assumptions.  There is no fact known to the
Company which materially adversely affects or in the future could
reasonably be expected to materially adversely affect the
business, operations, affairs or condition of the Company and its
Subsidiaries on a consolidated basis, except to the extent that
they may be affected by future general economic conditions.

4.5  Defaults

.  Neither the Company nor any of its Subsidiaries is
in default under or with respect to any Requirement of Law or
Contractual Obligation in any respect which has had, or may have,
a Material Adverse Effect.  No Default or Event of Default has
occurred and is continuing.

4.6  Financial Condition

.  The Company has furnished to the Agent and each Bank
copies of the following:

(a)  The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 2000; and

(b)  the Quarterly Reports of the Company on Form 10-Q for the
fiscal quarters ended March 31, 2001 and June 30, 2001.
The financial statements included therein, including the related
schedules and notes thereto, have been prepared in accordance
with GAAP applied consistently throughout the periods involved
(except as disclosed therein).  As of the date of such financial
statements, neither the Company nor any of its Subsidiaries had
any known contingent liabilities of any significant amount which
in accordance with GAAP are required to be referred to in said
financial statements or in the notes thereto which could
reasonably be expected to have a Material Adverse Effect.  During
the period from December 31, 2000 to and including the date
hereof, there has been no sale, transfer or other disposition by
the Company or any of its consolidated Subsidiaries of any asset
reflected on the balance sheet referred to above that would have
been a material part of its business or property and no purchase
or other acquisition of any business or property (including any
capital stock of any other Person) material in relation to the
consolidated financial condition of the Company and its
consolidated Subsidiaries at December 31, 2000 other than as
disclosed in Schedule VI.

4.7  Changes in Condition

.  Since December 31, 2000, there has been no
development or event nor any prospective development or event,
which has had, or could reasonably be expected to have, a
Material Adverse Effect.

4.8  Assets

.  The Company and each Subsidiary have good and
marketable title to all material assets carried on their books
and reflected in the financial statements referred to in
subsection 4.6 or furnished pursuant to subsection 6.4, except
for assets held on Financing Leases or purchased subject to
security devices providing for retention of title in the vendor,
and except for assets disposed of as permitted by this Agreement.

4.9  Tax Returns

.  The Company and each of its Subsidiaries have filed
all tax returns which are required to be filed and have paid, or
made adequate provision for the payment of, all taxes which have
or may become due pursuant to said returns or to assessments
received.  All federal tax returns of the Company and its
Subsidiaries through their fiscal years ended in 1997 have been
audited by the Internal Revenue Service or are not subject to
such audit by virtue of the expiration of the applicable period
of limitations, and the results of such audits are fully
reflected in the balance sheets referred to in subsection 4.6.
The Company knows of no material additional assessments since
said date for which adequate reserves have not been established.

4.10 Contracts, etc

.  Attached hereto as Schedule III is a statement of
outstanding Indebtedness of the Company and its Subsidiaries for
borrowed money in excess of $2,000,000 as of the date set forth
therein, and a complete and correct list of all agreements,
contracts, indentures, instruments, documents and amendments
thereto to which the Company or any Subsidiary is a party or by
which it is bound pursuant to which any such Indebtedness of the
Company and its Subsidiaries is outstanding on the date hereof.
Said Schedule III also includes a complete and correct list of
all such Indebtedness of the Company and its Subsidiaries
outstanding on the date indicated in respect of Guarantee
Obligations in excess of $2,000,000 and letters of credit in
excess of $2,000,000, and there have been no increases in such
Indebtedness since said date other than as permitted by this
Agreement.

4.11 Subsidiaries

.  As of the date hereof, the Company has only the
Subsidiaries set forth in Schedule IV, all of the outstanding
capital stock of each of which is duly authorized, validly
issued, fully paid and nonassessable and owned as set forth in
said Schedule IV.  Schedule IV indicates all Subsidiaries of the
Company which are not Wholly-Owned Subsidiaries and the
percentage ownership of the Company and its Subsidiaries in each
such Subsidiary.  The capital stock and securities owned by the
Company and its Subsidiaries in each of the Company's
Subsidiaries are owned free and clear of any mortgage, pledge,
lien, encumbrance, charge or restriction on the transfer thereof
other than restrictions on transfer imposed by applicable
securities laws and restrictions, liens and encumbrances
outstanding on the date hereof and listed in said Schedule IV.

4.12 Burdensome Obligations

.  Neither the Company nor any Subsidiary is a party to
or bound by any agreement, deed, lease or other instrument, or
subject to any charter, by-law or other corporate restriction
which, in the reasonable opinion of the management thereof, is so
unusual or burdensome as to in the foreseeable future have a
Material Adverse Effect.  The Company does not presently
anticipate that future expenditures of the Company and its
Subsidiaries needed to meet the provisions of any federal or
state statutes, orders, rules or regulations will be so
burdensome as to have a Material Adverse Effect.

4.13 Pension Plans

.  Each Plan maintained by the Company, any Subsidiary
or any Control Group Person or to which any of them makes or will
make contributions is in material compliance with the applicable
provisions of ERISA and the Code.  Neither the Company nor any
Subsidiary nor any Control Group Person maintains, contributes to
or participates in any Plan that is a "defined benefit plan" as
defined in ERISA.  Neither the Company, any Subsidiary, nor any
Control Group Person has since August 31, 1987 maintained,
contributed to or participated in any Multiemployer Plan, with
respect to which a complete withdrawal would result in any
withdrawal liability.  The Company and its Subsidiaries have met
all of the funding standards applicable to all Plans that are not
Multiemployer Plans, and there exists no event or condition which
would permit the institution of proceedings to terminate any Plan
that is not a Multiemployer Plan.  The current value of the
benefits guaranteed under Title IV of ERISA of each Plan that is
not a Multiemployer Plan does not exceed the current value of
such Plan's assets allocable to such benefits.

4.14 Environmental and Public and Employee Health and Safety
Matters

.  The Company and each Subsidiary has complied with
all applicable Federal, state, and other laws, rules and
regulations relating to environmental pollution or to
environmental regulation or control or to public or employee
health or safety, except to the extent that the failure to so
comply would not be reasonably likely to result in a Material
Adverse Effect.  The Company's and the Subsidiaries' facilities
do not contain, and have not previously contained, any hazardous
wastes, hazardous substances, hazardous materials, toxic
substances or toxic pollutants regulated under the Resource
Conservation and Recovery Act, the Comprehensive Environmental
Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean
Air Act, the Clean Water Act or any other applicable law relating
to environmental pollution or public or employee health and
safety, in violation of any such law, or any rules or regulations
promulgated pursuant thereto, except for violations that would
not be reasonably likely to result in a Material Adverse Effect.
The Company is aware of no events, conditions or circumstances
involving environmental pollution or contamination or public or
employee health or safety, in each case applicable to it or its
Subsidiaries, that would be reasonably likely to result in a
Material Adverse Effect.

4.15 Federal Regulations

.  No part of the proceeds of any Loans will be used in
any transaction or for any purpose which violates the provisions
of Regulations T, U or X as now and from time to time hereafter
in effect.  If requested by any Bank or the Agent, the Company
will furnish to the Agent and each Bank a statement to the
foregoing effect in conformity with the requirements of Form FR
U-1 or Form FR G-3 referred to in Regulation U.

4.16 Investment Company Act; Other Regulations

.  The Company is not an "investment company", or a
company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.
Except as set forth in Schedule VII, the Company is not subject
to regulation under any Federal or State statute or regulation
(other than Regulation X) which limits its ability to incur
Indebtedness.

4.17 Solvency

.  Each of the Company, and the Company and its
Subsidiaries taken as a whole, is Solvent.

4.18 Casualties

.  Neither the businesses nor the properties of the
Company or any of its Subsidiaries are affected by any fire,
explosion, accident, strike, lockout or other material labor
dispute, drought, storm, hail, earthquake, embargo, act of God or
of the public enemy or other casualty (whether or not covered by
insurance) that could reasonably be expected to have a Material
Adverse Effect.

4.19 Business Activity

.  Except as set forth in Schedule VIII, neither the
Company nor any of its Subsidiaries is engaged in any line of
business that is not related to the healthcare industry other
than the sale of life insurance in connection with the sale of
medical insurance or other healthcare services, sale of long term
care insurance, or any business or activity which is immaterial
to the Company and its Subsidiaries on a consolidated basis.

4.20 Purpose of Loans

.  The proceeds of the Loans shall be used to repay any
amounts outstanding under the Existing Credit Agreement and to
finance any other lawful general corporate purpose, including
acquisitions, provided that no part of the proceeds of any Loans
will be used in any transaction or for any purpose which violates
the provisions of Regulation U as now and from time to time
hereafter in effect.

SECTION 5.     CONDITIONS

5.1  Conditions to the Closing Date

.  The obligations of each Bank to make the Loans
contemplated by subsections 2.1 and 2.2 shall be subject to the
compliance by the Company with its agreements herein contained
and to the satisfaction, on or before October 15, 2001, of the
following conditions:

(a)  Loan Documents.  The Agent shall have received this
Agreement, executed and delivered by a duly authorized officer of
the Company, with a counterpart for each Bank.

(b)  Legal Opinions.  The Agent shall have received, with a copy
for each Bank, opinions rendered by (i) the assistant general
counsel of the Company, substantially in the form of Exhibit I-1,
and (ii) Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, substantially in the form of Exhibit I-2.
(c)  Closing Certificate.  The Agent shall have received, with a
copy for each Bank, a Closing Certificate, substantially in the
form of Exhibit H and dated the Closing Date, executed by a
Responsible Officer of the Company.
(d)  Legality, etc.  The consummation of the transactions
contemplated hereby shall not contravene, violate or conflict
with, any Requirement of Law including, without limitation, HMO
Regulations and Insurance Regulations, and all necessary
consents, approvals and authorizations of any Governmental
Authority or any Person to or of such consummation shall have
been obtained and shall be in full force and effect.
(e)  Fees.  The Agent shall have received the fees to be received
on the Closing Date referred to in subsection 2.4(b).
(f)  Corporate Proceedings.  The Agent shall have received, with
a copy for each Bank, a copy of the resolutions, in form and
substance reasonably satisfactory to the Agent, of the Board of
Directors of the Company authorizing (i) the execution, delivery
and performance of this Agreement, the Notes and the other Loan
Documents, and (ii) the borrowings contemplated hereunder,
certified by the Secretary or an Assistant Secretary of the
Company as of the Closing Date, which certificate shall state
that the resolutions thereby certified have not been amended,
modified, revoked or rescinded and shall be in form and substance
reasonably satisfactory to the Agent.
(g)  Corporate Documents.  The Agent shall have received, with a
copy for each Bank, true and complete copies of the certificate
of incorporation and by-laws of the Company, certified as of the
Closing Date as complete and correct copies thereof by the
Secretary or an Assistant Secretary of the Company.
(h)  No Material Litigation.  Except as previously disclosed to
the Agent and the Banks pursuant to subsection 4.3, no
litigation, inquiry, investigation, injunction or restraining
order (including any proposed statute, rule or regulation) shall
be pending, entered or threatened which, in the reasonable
judgment of the Required Banks, could reasonably be expected to
have a Material Adverse Effect.
(i)  Incumbency Certificate.  The Agent shall have received, with
a copy for each Bank, a certificate of the Secretary or an
Assistant Secretary of the Company, dated the Closing Date, as to
the incumbency and signature of the officers of the Company
executing each Loan Document and any certificate or other
document to be delivered by it pursuant hereto and thereto,
together with evidence of the incumbency of such Secretary or
Assistant Secretary.
(j)  Good Standing Certificates.  The Agent shall have received,
with a copy for each Bank, copies of certificates dated as of a
recent date from the Secretary of State or other appropriate
authority of such jurisdiction, evidencing the good standing of
the Company in its jurisdiction of incorporation and in Kentucky.
(k)  No Change.  There shall not have occurred any change, or
event, and a Bank shall not have become aware of any previously
undisclosed information regarding the Company and its
Subsidiaries, which in each case in the reasonable judgment of
the Required Banks, could reasonably be expected to have a
Material Adverse Effect.
(l)  Repayment of Outstanding Loans.  On the Closing Date, all
Loans and other amounts outstanding under the Existing Credit
Agreement, if any, shall be repaid contemporaneously with the
making of Loans hereunder and all commitments to extend credit
thereunder shall be terminated.
5.2  Conditions to Each Loan

.  The agreement of each Bank to make any Loan
requested to be made by it on any date is subject to the
satisfaction of the following conditions precedent:

(a)  Representations and Warranties.  In the case of each Loan
(other than any Tranche B Revolving Credit Loans resulting from
the conversion of RFC Loans to Tranche B Revolving Credit Loans
pursuant to subsection 2.1(d)), each of the representations and
warranties made by the Company and its Subsidiaries in or
pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of
such date.

(b)  No Default.  In the case of each Loan (other than any
Tranche B Revolving Credit Loans resulting from the conversion of
RFC Loans to Tranche B Revolving Credit Loans pursuant to
subsection 2.1(d)), no Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to
the Loans requested to be made on such date.
(c)  Additional Matters.  All corporate and other proceedings,
and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Agreement
and the other Loan Documents shall be reasonably satisfactory in
form and substance to the Agent, and the Agent shall have
received such other documents, instruments, legal opinions or
other items of information reasonably requested by it, including,
without limitation, copies of any debt instruments, security
agreements or other material contracts to which the Company may
be a party in respect of any aspect or consequence of the
transactions contemplated hereby or thereby as it shall
reasonably request.
(d)  Regulations.  In the case of any Loan the proceeds of which
will be used, in whole or in part, to finance an acquisition,
such acquisition shall be in full compliance with all applicable
requirements of law, including, without limitation, Regulations
T, U and X of the Board of Governors of the Federal Reserve
System.
(e)  Governmental, Third Party Approvals.  In the case of any
Loan the proceeds of which will be used, in whole or in part, to
finance an acquisition, all necessary governmental and regulatory
approvals, and all third party approvals the failure to obtain
which would result in the acceleration of indebtedness unless
such indebtedness is paid when due, in connection with such
acquisition or in connection with this Agreement shall have been
obtained and remain in effect, and all applicable waiting periods
with respect to antitrust matters shall have expired without any
action being taken by any competent authority which restrains
such acquisition.
(f)  No Restraints.  In the case of any Loan the proceeds of
which will be used, in whole or in part, to finance an
acquisition, there shall exist no judgment, order, injunction or
other restraint which would prevent the consummation of such
acquisition.
(g)  Form FR U-1; Form FR G-3.  In the case of any Loan the
proceeds of which will be used, in whole or in part, to purchase
or carry Margin Stock, the Company shall have executed and
delivered to the Agent and each Bank a statement on Form FR U-1
referred to in Regulation U or, if applicable, Form FR G-3
referred to in Regulation U, showing compliance with Regulation U
after giving effect to such Loan.
(h)  Legal Opinion.  In the case of any Loan the proceeds of
which will be used, in whole or in part, to purchase or carry
Margin Stock, the Agent shall have received, with a copy for each
Bank, a written legal opinion of Fried, Frank, Harris, Shriver &
Jacobson, counsel to the Company, or such other counsel
reasonably acceptable to the Banks, to the effect that such Loan
and the Company's use of the proceeds thereof does not violate
Regulation U or Regulation X.
Each borrowing by the Company hereunder shall constitute a
representation and warranty by the Company as of the date of such
extension of credit that the conditions contained in this
subsection 5.2 have been satisfied.

SECTION 6.     AFFIRMATIVE COVENANTS

The Company hereby agrees that, from and after the
Closing Date and so long as the Commitments remain in effect, any
Note remains outstanding and unpaid or any other amount is owing
to any Bank or the Agent hereunder, the Company shall and (except
in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

6.1  Taxes, Indebtedness, etc

.  Duly pay, discharge or otherwise satisfy, or cause
to be paid, discharged or otherwise satisfied, before the same
shall become in arrears, all taxes, assessments, levies and other
governmental charges imposed upon such corporation and its
properties, sales and activities, or any part thereof, or upon
the income or profits therefrom; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity
or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Company or the Subsidiary in
question shall have set aside on its books appropriate reserves
in conformity with GAAP with respect thereto.  Each of the
Company and its Subsidiaries will promptly pay when due, or in
conformance with customary trade terms, all other Indebtedness,
liabilities and other obligations of whatever nature incident to
its operations; provided, however, that any such Indebtedness,
liability or obligation need not be paid if the validity or
amount thereof shall currently be contested in good faith and if
the Company or the Subsidiary in question shall have set aside on
its books appropriate reserves in conformity with GAAP with
respect thereto.

6.2  Maintenance of Properties; Maintenance of Existence

.  Keep its material properties in good repair, working
order and condition and will comply at all times with the
provisions of all material leases and other material agreements
to which it is a party so as to prevent any material loss or
forfeiture thereof or thereunder unless compliance therewith is
being contested in good faith by appropriate proceedings and if
the Company or the Subsidiary in question shall have set aside on
its books appropriate reserves in conformity with GAAP with
respect thereto; and in the case of the Company or any Subsidiary
of the Company while such Person remains a Subsidiary, will do
all things necessary to preserve, renew and keep in full force
and effect and in good standing its corporate existence and all
rights, privileges and franchises necessary to continue such
businesses.

6.3  Insurance

.  Maintain or cause to be maintained, with financially
sound and reputable insurers including any Subsidiary which is
engaged in the business of providing insurance protection,
insurance (including, without limitation, public liability
insurance, business interruption insurance, reinsurance for
medical claims and professional liability insurance against
claims for malpractice) with respect to its material properties
and business and the properties and business of its Subsidiaries
in at least such amounts and against at least such risks as are
customarily carried under similar circumstances by other
corporations engaged in the same or a similar business; and
furnish to each Bank, upon written request, full information as
to the insurance carried.  Such insurance may be subject to co-
insurance, deductibility or similar clauses which, in effect,
result in self-insurance of certain losses, and the Company may
self-insure against such loss or damage, provided that adequate
insurance reserves are maintained in connection with such self-
insurance.

6.4  Financial Statements

.  The Company will and will cause each of its
Subsidiaries to maintain a standard modern system of accounting
in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and affairs
in accordance with GAAP consistently applied, and will furnish
(or make available via the IntraLinks website) the following to
the Agent and each Bank (if not provided via Intralinks, in
duplicate if so requested):

(a)  Annual Statements.  As soon as available, and in any event
within 100 days after the end of each fiscal year, the
consolidated balance sheet as at the end of each fiscal year and
consolidated statements of profit and loss and of retained
earnings for such fiscal year of the Company and its
Subsidiaries, together with comparative consolidated figures for
the next preceding fiscal year, accompanied by reports or
certificates of PricewaterhouseCoopers, or, if they cease to be
the auditors of the Company, of other independent public
accountants of national standing and reputation, to the effect
that such balance sheet and statements were prepared in
accordance with GAAP consistently applied and fairly present the
financial position of the Company and its Subsidiaries as at the
end of such fiscal year and the results of their operations and
changes in financial position for the year then ended and the
statement of such accountants and of the treasurer of the Company
that such said accountants and treasurer have caused the
provisions of this Agreement to be reviewed and that nothing has
come to their attention to lead them to believe that any Default
exists hereunder or, if such is not the case, specifying such
Default or possible Default and the nature thereof.  In addition,
such financial statements shall be accompanied by a certificate
of the treasurer of the Company containing computations showing
compliance with subsections 7.1, 7.2, 7.3 and 7.5.

(b)  Quarterly Statements.  As soon as available, and in any
event within 55 days after the close of each of the first three
fiscal quarters of the Company and its Subsidiaries in each year,
consolidated balance sheets as at the end of such fiscal quarter
and consolidated profit and loss and retained earnings statements
for the portion of the fiscal year then ended, of the Company and
its Subsidiaries, together with computations showing compliance
with subsections 7.1, 7.2, 7.3 and 7.5, accompanied by a
certificate of the treasurer of the Company that such statements
and computations have been properly prepared in accordance with
GAAP, consistently applied, and fairly present the financial
position of the Company and its Subsidiaries as at the end of
such fiscal quarter and the results of their operations and
changes in financial position for such quarter and for the
portion of the fiscal year then ended, subject to normal audit
and year-end adjustments, and to the further effect that he has
caused the provisions of this Agreement and all other agreements
to which the Company or any of its Subsidiaries is a party and
which relate to Indebtedness to be reviewed, and has no knowledge
that any Default has occurred under this Agreement or under any
such other agreement, or, if said treasurer has such knowledge,
specifying such Default and the nature thereof.
(c)  ERISA Reports.  The Company will furnish the Agent with
copies of any request for waiver of the funding standards or
extension of the amortization periods required by Sections 303
and 304 of ERISA or Section 412 of the Code promptly after any
such request is submitted by the Company to the Department of
Labor or the Internal Revenue Service, as the case may be.
Promptly after a Reportable Event occurs, or the Company or any
of its Subsidiaries receives notice that the PBGC or any Control
Group Person has instituted or intends to institute proceedings
to terminate any pension or other Plan, or prior to the Plan
administrator's terminating such Plan pursuant to Section 4041 of
ERISA, the Company will notify the Agent and will furnish to the
Agent a copy of any notice of such Reportable Event which is
required to be filed with the PBGC, or any notice delivered by
the PBGC evidencing its institution of such proceedings or its
intent to institute such proceedings, or any notice to the PBGC
that a Plan is to be terminated, as the case may be.  The Company
will promptly notify each Bank upon learning of the occurrence of
any of the following events with respect to any Plan which is a
Multiemployer Plan:  a partial or complete withdrawal from any
Plan which may result in the incurrence by the Company or any of
is Subsidiaries of withdrawal liability in excess of $1,000,000
under Subtitle E of Title IV of ERISA, or of the termination,
insolvency or reorganization status of any Plan under such
Subtitle E which may result in liability to the Company or any of
its Subsidiaries in excess of $1,000,000.  In the event of such a
withdrawal, upon the request of the Agent or any Bank, the
Company will promptly provide information with respect to the
scope and extent of such liability, to the best of the Company's
knowledge.
6.5  Certificates; Other Information

.  Furnish (or make available via the IntraLinks
website) to the Agent and each Bank:

(a)  within five Business Days after the same are sent, copies
of all financial statements and reports which the Company sends to
its stockholders, and within five Business Days after the same
are filed, copies of all financial statements and reports which
the Company may make to, or file with, the Securities and
Exchange Commission;

(b)  not later than thirty days prior to the end of each fiscal
year of the Company, a schedule of the Company's insurance
coverage and such supplemental schedules with respect thereto as
the Agent and the Banks may from time to time reasonably request;
(c)  within five Business Days after the consummation of a
transaction described in subsection 7.4(c) or (d) or subsection
7.5(f) which, in each case, involves a Significant Subsidiary or
assets which, if they constituted a separate Subsidiary, would
constitute a Significant Subsidiary, a certificate of the
treasurer or chief financial officer of the Company demonstrating
pro forma compliance with the financial covenants in this
Agreement after giving effect to such transaction; and
(d)  promptly, such additional financial and other information as
any Bank may from time to time reasonably request.
6.6  Compliance with ERISA

.  Each of the Company and its Subsidiaries will meet,
and will cause all Control Group Persons to meet, all minimum
funding requirements applicable to any Plan imposed by ERISA or
the Code (without giving effect to any waivers of such
requirements or extensions of the related amortization periods
which may be granted), and will at all times comply, and will
cause all Control Group Persons to comply, in all material
respects with the provisions of ERISA and the Code which are
applicable to the Plans.  At no time shall the aggregate actual
and contingent liabilities of the Company under Sections 4062,
4063, 4064 and other provisions of ERISA (calculated as if the
30% of collective net worth amount referred to in Section
4062(b)(1)(A)(i)(II) of ERISA exceeded the actual total amount of
unfunded guaranteed benefits referred to in Section
4062(B)(1)(A)(i)(I) of ERISA) with respect to all Plans (and all
other pension plans to which the Company, any Subsidiary, or any
Control Group Person made contributions prior to such time)
exceed $5,000,000.  Neither the Company nor its Subsidiaries will
permit any event or condition to exist which could permit any
Plan which is not a Multiemployer Plan to be terminated under
circumstances which would cause the lien provided for in Section
4068 of ERISA to attach to the assets of the Company or any of
its Subsidiaries.

6.7  Compliance with Laws

.  Comply with all Contractual Obligations and
Requirements of Law (including, without limitation, the HMO
Regulations, Insurance Regulations, Regulation X and laws
relating to the protection of the environment), except where the
failure to comply therewith could not, in the aggregate, have a
Material Adverse Effect.

6.8  Inspection of Property; Books and Records; Discussions

.  Keep proper books of records and account in which
full, true and correct entries in conformity with GAAP, all
Requirements of Law, including but not limited to, HMO
Regulations and Insurance Regulations, and the terms hereof shall
be made of all dealings and transactions in relation to its
business and activities; and, upon reasonable notice, permit
representatives of any Bank to visit and inspect any of its
properties and examine and make abstracts from any of its books
and records at any reasonable time and as often as may reasonably
be desired and to discuss the business, operations, properties
and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its
Subsidiaries and with its independent certified public
accountants.

6.9  Notices

.  Promptly give notice to the Agent and each Bank of:

(a)  the occurrence of any Default or Event of Default;

(b)  any (i) default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries or (ii)
litigation, investigation or proceeding which exists at any time
between the Company or any of its Subsidiaries and any
Governmental Authority (including, without limitation, HMO
Regulators and Insurance Regulators), which in either case, if
not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect;
(c)  the commencement of any litigation or proceeding or a
material development or material change in any ongoing litigation
or proceeding affecting the Company or any of its Subsidiaries as
a result of which commencement, development or change the Company
or one of its Subsidiaries could reasonably be expected to incur
a liability (as a result of an adverse judgment or ruling,
settlement, incurrence of legal fees and expenses or otherwise)
of $10,000,000 or more and not covered by insurance or in which
material injunctive or similar relief is sought;
(d)  the following events, as soon as possible and in any event
within 30 days after the Company knows thereof:  (i) the
occurrence or expected occurrence of any Reportable Event with
respect to any Plan, or any withdrawal from, or the termination,
Reorganization or Insolvency of any Multiemployer Plan or (ii)
the institution of proceedings or the taking of any other action
by the PBGC or the Company or any Commonly Controlled Entity or
any Multiemployer Plan with respect to the withdrawal from, or
the terminating, Reorganization or Insolvency of, any Plan;
(e)  a development or event which could reasonably be expected to
have a Material Adverse Effect;
(f)  the material non-compliance with any Contractual Obligation
or Requirement of Law, including, without limitation, HMO
Regulations and Insurance Regulations, that is not currently
being contested in good faith by appropriate proceedings;
(g)  the revocation of any material license, permit,
authorization, certificate or, qualification of the Company or
any Subsidiary by any Governmental Authority, including, without
limitation, the HMO Regulators and Insurance Regulators; and
(h)  any significant change in or material additional restriction
placed on the ability of a Significant Subsidiary to continue
business as usual, including, without limitation, any such
restriction prohibiting the payment to the Company of dividends
by any Significant Subsidiary, by any Governmental Authority,
including, without limitation, the HMO Regulators and Insurance
Regulators.
Each notice pursuant to this subsection shall be accompanied by a
statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action the
Company proposes to take with respect thereto.

6.10 Maintenance of Licenses, Etc

.  Preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, all licenses, permits,
authorizations, certifications and qualifications (including,
without limitation, those qualifications with respect to solvency
and capitalization) required under the HMO Regulations or the
Insurance Regulations in connection with the ownership or
operation of HMO's or insurance companies except were the failure
to do so would not result in a Material Adverse Effect.

6.11 Further Assurances

.  Execute any and all further documents, and take all
further action which the Required Banks or the Agent may
reasonably request in order to effectuate the transactions
contemplated by the Loan Documents.

SECTION 7.     NEGATIVE COVENANTS

The Company hereby agrees that, from and after the
Closing Date and so long as the Commitments remain in effect, any
Note remains outstanding and unpaid or any other amount is owing
to any Bank or the Agent hereunder, the Company shall not, and
shall not permit any of its Subsidiaries to, directly or
indirectly:

7.1  Financial Condition Covenants.

(a)  Maintenance of Net Worth.  Permit Consolidated Net Worth
at any time to be less than 75% of its Consolidated Net Worth of the
Company and its consolidated subsidiaries as at March 31, 2001
plus 50% of Consolidated Net Income for each full fiscal quarter
after March 31, 2001 (without any deduction for any such fiscal
quarter in which such Consolidated Net Income is a negative
number).

(b)  Interest Coverage.  Permit the ratio of (i) Consolidated
EBIT for any period of four consecutive fiscal quarters of the
Company ending with any fiscal quarter set forth below to (ii)
Consolidated Interest Expense during such period, to be less than
the ratio set forth opposite such period below:
Fiscal Quarter          Interest Coverage
Ending                        Ratio
September 30, 2001 -          3.00
September 30, 2002

December 31, 2002 -           3.50
September 30, 2003

December 31. 2003 -           4.00
and thereafter

(c)  Maximum Leverage Ratio.  Permit the Leverage Ratio on the
last day of any full fiscal quarter of the Company ending with
any fiscal quarter set forth below to be more than the ratio set
forth opposite such period below:

Fiscal Quarter Ending     Leverage Ratio
September 30, 2001 -           3.00
September 30, 2002

December 31, 2002 -            2.75
September 30, 2003

December 31. 2003 -            2.50
and thereafter

7.2  Limitation on Subsidiary Indebtedness

.  The Company shall not permit any of the Subsidiaries
of the Company to create, incur, assume or suffer to exist any
Indebtedness, except:

(a)  Indebtedness of any Subsidiary to the Company or any other
Subsidiary;

(b)  Indebtedness of a corporation which becomes a Subsidiary
after the date hereof, provided that (i) such indebtedness
existed at the time such corporation became a Subsidiary and was
not created in anticipation thereof and (ii) immediately before
and after giving effect to the acquisition of such corporation by
the Company no Default or Event of Default shall have occurred
and be continuing; or
(c)  additional Indebtedness of Subsidiaries of the Company not
exceeding $125,000,000 in aggregate principal amount at any one
time outstanding.
7.3  Limitation on Liens

.  Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

(a)  Liens, if any, securing the obligations of the Company under
this Agreement and the Notes;

(b)  Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the
Company or its Subsidiaries, as the case may be, in conformity
with GAAP;
(c)  carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days
or which are being contested in good faith by appropriate
proceedings;
(d)  pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
legislation;
(e)  deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;
(f)  easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which,
in the aggregate, are not substantial in amount and which do not
in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct
of the business of the Company or such Subsidiary;
(g)  Liens in existence on the Closing Date listed on Schedule V,
securing Indebtedness in existence on the Closing Date, provided
that no such Lien is spread to cover any additional property
after the Closing Date and that the amount of Indebtedness
secured thereby is not increased;
(h)  Liens securing Indebtedness of the Company and its
Subsidiaries not prohibited hereunder incurred to finance the
acquisition of fixed or capital assets, provided that (i) such
Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (ii) such Liens do
not at any time encumber any property other than the property
financed by such Indebtedness and (iii) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 80%
of the original purchase price of such property;
(i)  Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof, provided that (i)
such Liens existed at the time such corporation became a
Subsidiary and were not created in anticipation thereof, (ii) any
such Lien is not spread to cover any other property or assets
after the time such corporation becomes a Subsidiary and (iii)
the amount of Indebtedness secured thereby, if any, is not
increased;
(j)  Liens on the Headquarters, Riverview Square, the
Waterside Garage, the Jacksonville Facility, the Green Bay
Facility and the Waterside Building; or

(k)  Liens not otherwise permitted under this subsection 7.3
securing obligations in an aggregate amount not exceeding at any
time 10% of Consolidated Net Tangible Assets as at the end of the
immediately preceding fiscal quarter of the Company.

7.4  Limitations on Fundamental Changes

.  Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution), or make any material change in
its method of conducting business, or purchase or otherwise
acquire all or substantially all of the Capital Stock, or the
property, business or assets, of any other Person (other than any
Subsidiary) or any business division thereof except:

(a)  any Subsidiary of the Company may be merged or consolidated
with or into the Company (provided that the Company shall be the
continuing or surviving corporation) and any Subsidiary of the
Company may be merged or consolidated with or into any one or
more wholly owned Subsidiaries of the Company (provided that the
surviving corporation shall be a wholly owned Subsidiary);

(b)  the Company may merge into another corporation owned by the
Company for the purpose of causing the Company to be incorporated
in a different jurisdiction;
(c)  the Company or a wholly owned Subsidiary of the Company may
merge with another corporation, provided that (i) the Company or
such wholly owned Subsidiary (subject to clause (ii)), as the
case may be, shall be the continuing or surviving corporation of
such merger, (ii) in the case of a wholly owned Subsidiary of the
Company which is merged into another corporation which is the
continuing or surviving corporation of such merger, the Company
shall cause such continuing or surviving corporation to be a
wholly owned Subsidiary of the Company and (iii) immediately
before and after giving effect to such merger no Default or Event
of Default shall have occurred and be continuing; or
(d)  the Company and its Subsidiaries may purchase or otherwise
acquire all or substantially all of the Capital Stock, or the
property, business or assets, of any other Person, or any
business division thereof, so long as no Default or Event of
Default shall have occurred and be continuing.
7.5  Limitation on Sale of Assets

.  Convey, sell, lease, assign, transfer or otherwise
dispose of any of its property, business or assets (including,
without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

(a)  obsolete or worn out property disposed of in the ordinary
course of business;

(b)  the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the
compromise or collection thereof;
(c)  the sale or other disposition of the Headquarters,
Riverview Square, the Waterside Garage, the Green Bay
Facility, the Jacksonville Facility and the Waterside
Building;

(d)  the sale or other disposition of securities held for
investment purposes in the ordinary course of business;

(e)  any wholly owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or any other wholly
owned Subsidiary of the Company (except to a Subsidiary referred
to in subsection 7.2(b)); or
(f)  the sale or other disposition of any other property so long
as no Default or Event of Default shall have occurred and be
continuing; provided that the aggregate book value of all assets
so sold or disposed of in any period of twelve consecutive
calendar months shall not exceed in the aggregate 12% of the
Consolidated Assets of the Company and its Subsidiaries as on the
first day of such period.
7.6  Limitation on Distributions

.  The Company shall not make any Distribution except
that, so long as no Default exists or would exist after giving
effect thereto, the Company may make a Distribution.

7.7  Transactions with Affiliates

.  Enter into any transaction (unless such transaction
or a series of such transactions is immaterial), including,
without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with any Affiliate
(other than the Company and its Subsidiaries) unless such
transaction is otherwise permitted under this Agreement, is in
the ordinary course of the Company's or such Subsidiary's
business and is upon fair and reasonable terms no less favorable
to the Company or such Subsidiary, as the case may be, than it
would obtain in an arm's length transaction.

7.8  Sale and Leaseback

.  Enter into any arrangement with any Person providing
for the leasing by the Company or any Subsidiary of real or
personal property which has been or is to be sold or transferred
by the Company or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of
the Company or such Subsidiary, unless such arrangement is upon
fair and reasonable terms no less favorable to the Company or
such Subsidiary than would be obtained in a comparable arm's
length transaction between an informed and willing seller or
lessor under no compulsion to sell or lease and an informed and
willing buyer or lessee under no compulsion to buy or lease.

SECTION 8.     DEFAULTS

8.1  Events of Default

.  Upon the occurrence of any of the following events:

(a)  any default shall be made by the Company in any payment in
respect of: (i) interest on any of the Loans or any fee payable
hereunder as the same shall become due and such default shall
continue for a period of five days; or (ii) any principal of the
Loans as the same shall become due, whether at maturity, by
prepayment, by acceleration or otherwise; or

(b)  any default shall be made by either the Company or any
Subsidiary of the Company in the performance or observance of any
of the provisions of subsections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6,
7.7 and 7.8; or
(c)  any default shall be made in the due performance or
observance of any other covenant, agreement or provision to be
performed or observed by the Company under this Agreement, and
such default shall not be rectified or cured within a period of
30 days; or
(d)  any representation or warranty made or deemed made by the
Company herein or in any other Loan Document or which is
contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this
Agreement shall have been untrue in any material respect on or as
of the date made and the facts or circumstances to which such
representation or warranty relates shall not have been
subsequently corrected to make such representation or warranty no
longer incorrect in any material respect; or
(e)  any default shall be made in the payment of any item of
Indebtedness of the Company or any Subsidiary, or under the terms
of any agreement relating to any Indebtedness of the Company or
any Subsidiary, and such default shall continue without having
been duly cured, waived or consented to, beyond the period of
grace, if any, therein specified; provided, however, that such
default shall not constitute an Event of Default unless the
aggregate outstanding principal amount of such item of
Indebtedness and all other items of Indebtedness of the Company
and its Subsidiaries as to which such defaults exist and have
continued without being duly cured, waived or consented to beyond
the respective periods of grace, if any, therein specified
exceeds $25,000,000; or
(f)  either the Company or any Subsidiary shall be involved in
financial difficulties as evidenced:
(i)  by its commencement of a voluntary case under Title
11 of the United States Code as from time to time in effect, or
by its authorizing, by appropriate proceedings of its board of
directors or other governing body, the commencement of such a
voluntary case;

(ii) by the filing against it of a petition commencing an
involuntary case under said Title 11 which shall not have been
dismissed within 60 days after the date on which said petition is
filed or by its filing an answer or other pleading within said 60-
day period admitting or failing to deny the material allegations
of such a petition or seeking, consenting or acquiescing in the
relief therein provided;
(iii)     by the entry of an order for relief in any involuntary
case commenced under said Title 11;
(iv) by its seeking relief as a debtor under any applicable law,
other than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors, or by its consenting to
or acquiescing in such relief;
(v)  by the entry of an order by a court of competent
jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
ordering or approving its liquidation, reorganization or any
modification or alteration of the rights of its creditors, or
(iii) assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property; or
(vi) by its making an assignment for the benefit of, or entering
into a composition with, its creditors, or appointing or
consenting to the appointment of a receiver or other custodian
for all or a substantial part of its property; or
(vii)     the Company or any of its Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or
(g)  a Change in Control of the Company shall occur;

(h)  (i)  any Person shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), whether or not waived, shall
exist with respect to any Plan, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Single Employer Plan, which Reportable Event
or commencement of proceedings or appointment of a trustee is, in
the reasonable opinion of the Required Banks, likely to result in
the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, (v) the Company or any Commonly Controlled
Entity shall, or in the reasonable opinion of the Required Banks
is likely to, incur any liability in connection with a withdrawal
from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist,
with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such
events or conditions, if any, could subject the Company or any of
its Subsidiaries to any tax, penalty or other liabilities which
in the aggregate could have a Material Adverse Effect; or

(i)  one or more judgments or decrees shall be entered against
the Company or any of its Subsidiaries and such judgments or
decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 45 days from the entry thereof that (i)
involves in the aggregate a liability (not paid or fully covered
by insurance) of $25,000,000 or more, or (ii) could reasonably be
expected to have a Material Adverse Effect; or
(j)  (i) any material non-compliance by the Company or any
Significant Subsidiary with any term or provision of the HMO
Regulations or Insurance Regulations pertaining to fiscal
soundness, solvency or financial condition; or (ii) the assertion
in writing by an HMO Regulator or Insurance Regulator that it is
taking administrative action against the Company or any
Significant Subsidiary to revoke or suspend any contract of
insurance, license, permit, certification, authorization,
accreditation or charter or to enforce the fiscal soundness,
solvency or financial provisions or requirements of the HMO
Regulations or Insurance Regulations against any of such entities
and the Company or such Significant Subsidiary shall have been
unable to cause such HMO Regulator or Insurance Regulator to
withdraw such written notice within five Business Days following
receipt of such written notice by the Company or such Significant
Subsidiary, in each of clauses (i) and (ii), to the extent such
event will or is reasonably expected to have a Material Adverse
Effect; or
(k)  on or after the Closing Date, (i) for any reason any Loan
Document ceases to be or is not in full force and effect or (ii)
the Company shall assert that any Loan Document has ceased to be
or is not in full force and effect;
then, and in any such event, (A) if such event is an Event of
Default specified in paragraph (f) above with respect to the
Company, automatically the Commitments shall immediately
terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement shall
immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions
may be taken:  (i) with the consent of the Required Banks, the
Agent may, or upon the request of the Required Banks, the Agent
shall, by notice to the Company, declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately
terminate; and (ii) with the consent of the Required Banks, the
Agent may, or upon the request of the Required Banks, the Agent
shall, by notice of default to the Company, declare the Loans
hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement (the "Bank Obligations") to be due and
payable forthwith, whereupon the same shall immediately become
due and payable.

Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind
are hereby expressly waived.

8.2  Annulment of Defaults

.  An Event of Default shall not be deemed to be in
existence for any purpose of this Agreement if the Agent, with
the consent of or at the direction of the Required Banks, subject
to subsection 10.1, shall have waived such event in writing or
stated in writing that the same has been cured to its reasonable
satisfaction, but no such waiver shall extend to or affect any
subsequent Event of Default or impair any rights of the Agent or
the Banks upon the occurrence thereof.

8.3  Waivers

.  The Company hereby waives to the extent permitted by
applicable law (a) all presentments, demands for performance,
notices of nonperformance (except to the extent required by the
provisions hereof), protests, notices of protest and notices of
dishonor in connection with any of the Loans, (b) any requirement
of diligence or promptness on the part of any Bank in the
enforcement of its rights under the provisions of this Agreement
or any Note, and (c) any and all notices of every kind and
description which may be required to be given by any statute or
rule of law.

8.4  Course of Dealing

.  No course of dealing between the Company and any
Bank shall operate as a waiver of any of the Banks' rights under
this Agreement or any Note.  No delay or omission on the part of
any Bank in exercising any right under this Agreement or any Note
or with respect to any of the Bank Obligations shall operate as a
waiver of such right or any other right hereunder.  A waiver on
any one occasion shall not be construed as a bar to or waiver of
any right or remedy on any future occasion.  No waiver or consent
shall be binding upon any Bank unless it is in writing and signed
by the Agent or such of the Banks as may be required by the
provisions of this Agreement.  The making of a Loan during the
existence of a Default shall not constitute a waiver thereof.

SECTION 9.     THE AGENT

9.1  Appointment

.  Each Bank hereby irrevocably designates and appoints
The Chase Manhattan Bank as the Agent and CAF Loan Agent of such
Bank under this Agreement, and each such Bank irrevocably
authorizes The Chase Manhattan Bank, as the Agent and CAF Loan
Agent for such Bank, to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and
perform such duties as are expressly delegated to the Agent or
CAF Loan Agent, as the case may be, by the terms of this
Agreement, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any provision to the
contrary elsewhere in this Agreement, neither the Agent nor the
CAF Loan Agent shall have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship
with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be
read into this Agreement or otherwise exist against the Agent or
the CAF Loan Agent.

9.2  Delegation of Duties

.  The Agent or the CAF Loan Agent may execute any of
its duties under this Agreement by or through agents or attorneys-
in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  Neither the Agent nor the CAF
Loan Agent shall be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable
care.

9.3  Exculpatory Provisions

.  Neither the Agent nor the CAF Loan Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection
with this Agreement (except for its or such Person's own gross
negligence or willful misconduct), or (b) responsible in any
manner to any of the Banks for any recitals, statements,
representations or warranties made by the Company or any officer
thereof contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for
in, or received by the Agent or the CAF Loan Agent under or in
connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the Notes or for any failure of the Company to
perform its obligations hereunder.  Neither the Agent nor the CAF
Loan Agent shall be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Company.

9.4  Reliance by Agent

.  The Agent and the CAF Loan Agent shall be entitled
to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it
to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by
the Agent or the CAF Loan Agent.  The Agent may deem and treat
the payee of any Note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Agent.  The Agent and the
CAF Loan Agent shall be fully justified in failing or refusing to
take any action under this Agreement unless it shall first
receive such advice or concurrence of the Required Banks as it
deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or
continuing to take any such action.  The Agent and the CAF Loan
Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Notes in
accordance with a request of the Required Banks, and such request
and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks and all future holders of the Notes.

9.5  Notice of Default

.  The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Bank or the
Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of
default".  In the event that the Agent receives such a notice,
the Agent shall promptly give notice thereof to the Banks.  The
Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required
Banks; provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Banks.

9.6  Non-Reliance on Agent and Other Banks

.  Each Bank expressly acknowledges that neither the
Agent nor the CAF Loan Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent
or the CAF Loan Agent hereinafter taken, including any review of
the affairs of the Company, shall be deemed to constitute any
representation or warranty by the Agent to any Bank.  Each Bank
represents to the Agent and the CAF Loan Agent that it has,
independently and without reliance upon the Agent or the CAF Loan
Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Company
and made its own decision to make its Loans hereunder and enter
into this Agreement.  Each Bank also represents that it will,
independently and without reliance upon the Agent or the CAF Loan
Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking
or not taking action under this Agreement, and to make such
investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Company.  Except for notices, reports and
other documents expressly required to be furnished to the Banks
by the Agent or the CAF Loan Agent hereunder, neither the Agent
nor the CAF Loan Agent shall have any duty or responsibility to
provide any Bank with any credit or other information concerning
the business, operations, property, financial and other condition
or creditworthiness of the Company which may come into the
possession of the Agent or the CAF Loan Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

9.7  Indemnification

.  The Banks agree to indemnify the Agent and the CAF
Loan Agent in its capacity as such (to the extent not reimbursed
by the Company and without limiting the obligation of the Company
to do so), ratably according to the respective amounts of their
then existing Commitments, from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at
any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Agent or the CAF Loan Agent
in any way relating to or arising out of this Agreement, or any
documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted
by the Agent or the CAF Loan Agent under or in connection with
any of the foregoing; provided that no Bank shall be liable for
the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's or the CAF
Loan Agent's gross negligence or willful misconduct.  The
agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

9.8  Agent and CAF Loan Agent in Its Individual Capacity

.  The Agent and the CAF Loan Agent and its Affiliates
may make loans to, accept deposits from and generally engage in
any kind of business with the Company as though the Agent or the
CAF Loan Agent were not the Agent or the CAF Loan Agent
hereunder.  With respect to its Loans made or renewed by it and
any Note issued to it, the Agent and the CAF Loan Agent shall
have the same rights and powers under this Agreement as any Bank
and may exercise the same as though it were not the Agent, and
the terms "Bank" and "Banks" shall include the Agent or the CAF
Loan Agent in its individual capacity.

9.9  Successor Agent and CAF Loan Agent

.  The Agent or the CAF Loan Agent may resign as Agent
or CAF Loan Agent, as the case may be, upon 10 days' notice to
the Banks.  If the Agent or the CAF Loan Agent shall resign as
Agent or CAF Loan Agent, as the case may be, under this
Agreement, then the Required Banks shall appoint from among the
Banks a successor agent for the Banks which successor agent shall
be approved by the Company, whereupon such successor agent shall
succeed to the rights, powers and duties of the Agent or CAF Loan
Agent, as the case may be, and the term "Agent" or "CAF Loan
Agent", as the case may be, shall mean such successor agent
effective upon its appointment, and the former Agent's or CAF
Loan Agent's rights, powers and duties as Agent or CAF Loan Agent
shall be terminated, without any other or further act or deed on
the part of such former Agent or CAF Loan Agent or any of the
parties to this Agreement or any holders of the Notes.  After any
retiring Agent's or CAF Loan Agent's resignation hereunder as
Agent or CAF Loan Agent, the provisions of this subsection 9.9
shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent or CAF Loan Agent under this
Agreement.

SECTION 10.    MISCELLANEOUS

10.1 Amendments and Waivers

.  Neither this Agreement, any Note, nor any terms
hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this subsection.  With the
written consent of the Required Banks, the Agent and the Company
may, from time to time, enter into written amendments,
supplements or modifications hereto for the purpose of adding any
provisions to this Agreement or the Notes or changing in any
manner the rights of the Banks or of the Company hereunder or
thereunder or waiving, on such terms and conditions as the Agent
may specify in such instrument, any of the requirements of this
Agreement or the Notes or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (a) extend the
maturity (whether as stated, by acceleration or otherwise) of any
Note (subject to the extension provisions of subsection 2.5
hereof), or reduce the rate or extend the time of payment of
interest thereon, or reduce or extend the payment of any fee
payable to the Banks hereunder, or reduce the principal amount
thereof, or change the amount of any Bank's Commitment, or amend,
modify, waive any provision of Section 2.11, in each case without
the consent of each Bank directly affected thereby, or (b) amend,
modify or waive any provision of this subsection 10.1 or reduce
the percentage specified in the definition of Required Banks or
consent to the assignment or transfer by the Company of any of
its rights and obligations under this Agreement, in each case
without the written consent of all the Banks, or (c) amend,
modify or waive any provision of Section 9 without the written
consent of the then Agent.  Any such waiver and any such
amendment, supplement or modification shall apply equally to each
of the Banks and shall be binding upon the Company, the Banks,
the Agent and all future holders of the Notes.  In the case of
any waiver, the Company, the Banks and the Agent shall be
restored to their former position and rights hereunder and under
the outstanding Notes, and any Default or Event of Default waived
shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event
of Default, or impair any right consequent thereon.

10.2 Notices

.  All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when
delivered by hand, or three Business Days after being deposited
in the mail, postage prepaid, or one Business Day after being
deposited with an overnight courier service, or, in the case of
telecopy notice, when sent, confirmation of receipt received,
addressed (i) in the case of notices, requests and demands to or
upon the Company, the Agent, and the CAF Loan Agent, as set forth
below and (ii) in the case of notices, requests and demands to or
upon any Bank, as set forth in an administrative questionnaire
delivered by such Bank to the Agent, or, in each case,  to such
other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes:

The Company:        Humana Inc.
The Humana Building
500 West Main Street
Louisville, Kentucky  40202
Attention:     Brett J. McIntyre,
Vice President and
Treasurer
Telecopy: (502) 580-4089

The Agent and
CAF Loan Agent:     The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017
Attention:     Dawn Lee Lum
Telecopy: (212) 270-3279

with a copy to:          Chase Agent Bank Services

One Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:     Janet Belden
Telecopy: (212) 552-5658

provided that any notice, request or demand to or upon the Agent
or the Banks pursuant to Section 2 shall not be effective until
received.

10.3 No Waiver; Cumulative Remedies

.  No failure to exercise and no delay in exercising,
on the part of the Agent or any Bank, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties

.  All representations and warranties made hereunder
and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and
delivery of this Agreement and the Notes.

10.5 Payment of Expenses and Taxes; Indemnity

.  (a)  The Company agrees (i) to pay or reimburse the
Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to,
this Agreement and the Notes and any other documents prepared in
connection herewith, and the consummation of the transactions
contemplated hereby and thereby, including, without limitation,
the reasonable fees and disbursements of counsel to the Agent,
(ii) to pay or reimburse each Bank and the Agent for all their
reasonable costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement,
the Notes and any such other documents, including, without
limitation, reasonable fees and disbursements of counsel
(including, without limitation, the allocated cost of in-house
counsel) to the Agent and to the several Banks, and (iii) to pay,
indemnify, and hold each Bank and the Agent harmless from, any
and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement,
the Notes and any such other documents.

(b)  The Company will indemnify each of the Agent and the Banks
and the directors, officers and employees thereof and each
Person, if any, who controls each one of the Agent and the Banks
(any of the foregoing, an "Indemnified Person") and hold each
Indemnified Person harmless from and against any and all claims,
damages, liabilities and expenses (including without limitation
all fees and disbursements of counsel (including without
limitation, the allocated cost of in-house counsel) with whom an
Indemnified Person may consult in connection therewith and all
expenses of litigation or preparation therefor) which an
Indemnified Person may incur or which may be asserted against it
in connection with any litigation or investigation (whether or
not such Indemnified Person is a party to such litigation or
investigation) involving this Agreement, the use of any proceeds
of any Loans under this Agreement by the Company or any
Subsidiary, any officer, director or employee thereof, excluding
litigation commenced by the Company against any of the Agent or
the Banks which (i) seeks enforcement of any of the Company's
rights hereunder and (ii) is determined adversely to any of the
Agent or the Banks (all such non-excluded claims, damages,
liabilities and expenses, "Indemnified Liabilities"), provided
that the Company shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities resulted from the gross
negligence or willful misconduct of such Indemnified Person.

(c)  The agreements in this subsection 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.
10.6 Successors and Assigns; Participations; Purchasing Banks

.  (a)  This Agreement shall be binding upon and inure
to the benefit of the Company, the Banks, the Agent, all future
holders of the Notes and their respective successors and assigns,
except that the Company may not assign or transfer any of its
rights or obligations under this Agreement without the prior
written consent of each Bank.

(b)  Any Bank other than a Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loans
owing to such Bank, any Notes held by such Bank, any Commitments
of such Bank and/or any other interests of such Bank hereunder
and under the other Loan Documents.  In the event of any such
sale by a Bank of a participating interest to a Participant, such
Bank's obligations under this Agreement to the other parties
under this Agreement shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank
shall remain the holder of any such Notes for all purposes under
this Agreement, and the Company and the Agent shall continue to
deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement and under the
other Loan Documents.  The Company agrees that if amounts
outstanding under this Agreement and the Notes are due or unpaid,
or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of offset in respect of its
participating interest in amounts owing under this Agreement and
any Notes to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under
this Agreement or any Notes, provided that such right of offset
shall be subject to the obligation of such Participant to share
with the Banks, and the Banks agree to share with such
Participant, as provided in subsection 10.7.  The Company also
agrees that each Participant shall be entitled to the benefits of
subsections 2.13, 2.14 and 2.15 with respect to its participation
in the Commitments and the Eurodollar Loans outstanding from time
to time; provided that no Participant shall be entitled to
receive any greater amount pursuant to such subsections than the
transferor Bank would have been entitled to receive in respect of
the amount of the participation transferred by such transferor
Bank to such Participant had no such transfer occurred.  No
Participant shall be entitled to consent to any amendment,
supplement, modification or waiver of or to this Agreement or any
Note, unless the same is subject to clause (a) of the proviso to
subsection 10.1.

(c)  Any Bank other than any Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time assign to one or more banks or other
entities ("CAF Loan Assignees") any CAF Loan owing to such Bank
and any Individual CAF Loan Note held by such Bank evidencing
such CAF Loan, pursuant to a CAF Loan Assignment executed by the
assignor Bank and the CAF Loan Assignee.  Upon such execution,
from and after the date of such CAF Loan Assignment, the CAF Loan
Assignee shall, to the extent of the assignment provided for in
such CAF Loan Assignment, be deemed to have the same rights and
benefits of payment and enforcement with respect to such CAF Loan
and Individual CAF Loan Note and the same rights of offset
pursuant to subsection 8.1 and under applicable law and
obligation to share pursuant to subsection 10.7 as it would have
had if it were a Bank hereunder; provided that unless such CAF
Loan Assignment shall otherwise specify and a copy of such CAF
Loan Assignment shall have been delivered to the Agent for its
acceptance and recording in the Register in accordance with
subsection 10.6(f), the assignor thereunder shall act as
collection agent for the CAF Loan Assignee thereunder, and the
Agent shall pay all amounts received from the Company which are
allocable to the assigned CAF Loan or Individual CAF Loan Note
directly to such assignor without any further liability to such
CAF Loan Assignee.  A CAF Loan Assignee under a CAF Loan
Assignment shall not, by virtue of such CAF Loan Assignment,
become a party to this Agreement or have any rights to consent to
or refrain from consenting to any amendment, waiver or other
modification of any provision of this Agreement or any related
document; provided that if a copy of such CAF Loan Assignment
shall have been delivered to the Agent for its acceptance and
recording in the Register in accordance with subsection 10.6(f),
neither the principal amount of, the interest rate on, nor the
maturity date of any CAF Loan or Individual CAF Loan Note
assigned to the CAF Loan Assignee thereunder will be modified
without the written consent of such CAF Loan Assignee.  If a CAF
Loan Assignee has caused a CAF Loan Assignment to be recorded in
the Register in accordance with subsection 10.6(f), such CAF Loan
Assignee may thereafter, in the ordinary course of its business
and in accordance with applicable law, assign such Individual CAF
Loan Note to any Bank, to any affiliate or subsidiary of such CAF
Loan Assignee or to any other financial institution that has
total assets in excess of $1,000,000,000 and that in the ordinary
course of its business extends credit of the type evidenced by
such Individual CAF Loan Note, and the foregoing provisions of
this subsection 10.6(c) shall apply, mutatis mutandis, to any
such assignment by a CAF Loan Assignee.  Except in accordance
with the preceding sentence, CAF Loans and Individual CAF Loan
Notes may not be further assigned by a CAF Loan Assignee, subject
to any legal or regulatory requirement that the CAF Loan
Assignee's assets must remain under its control.
(d)  Any Bank other than a Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time sell to any Bank or any Lender
Affiliate thereof, and, with the consent of the Company (unless
an Event of Default is continuing) and the Agent (which in each
case shall not be unreasonably withheld) to one or more
additional banks or financial institutions ("Purchasing Banks")
all or any part of its rights and/or obligations under this
Agreement and the Notes pursuant to a Commitment Transfer
Supplement, executed by such Purchasing Bank, such transferor
Bank and the Agent (and, in the case of a Purchasing Bank that is
not then a Bank or a Lender Affiliate, and subject to the other
qualifiers above, by the Company); provided, however, that (i)
the Commitments purchased by such Purchasing Bank that is not
then a Bank or a Lender Affiliate shall be equal to or greater
than $5,000,000, (ii) the transferor Bank which has transferred
less than all of its Loans and Commitments to any such Purchasing
Bank shall retain a minimum Commitment, after giving effect to
such sale, equal to or greater than $10,000,000 and (iii) any
sale by a Bank of any portion of its Tranche B Commitment prior
to the Transition Date must be accompanied by a simultaneous sale
to such Purchasing Bank of such selling Bank's pro rata share of
its commitment pursuant to and in accordance with Section 4.5(a)
of the Liquidity Facility Agreement and such Purchasing Bank
shall be an Eligible Assignee (as defined in the Liquidity
Facility Agreement).  For purposes of the proviso contained in
the previous sentence, the amounts described therein shall be
aggregated in respect of each Bank and its Lender Affiliates, if
any.  Upon (i) such execution of such Commitment Transfer
Supplement, (ii) delivery of an executed copy thereof to the
Company and (iii) payment by such Purchasing Bank, such
Purchasing Bank shall for all purposes be a Bank party to this
Agreement and shall have all the rights and obligations of a Bank
under this Agreement, to the same extent as if it were an
original party hereto with the Commitment Percentage of the
Commitments set forth in such Commitment Transfer Supplement.
Such Commitment Transfer Supplement shall be deemed to amend this
Agreement to the extent, and only to the extent, necessary to
reflect the addition of such Purchasing Bank and the resulting
adjustment of Commitment Percentages arising from the purchase by
such Purchasing Bank of all or a portion of the rights and
obligations of such transferor Bank under this Agreement and the
Notes.  Upon the consummation of any transfer to a Purchasing
Bank, pursuant to this subsection 10.6(d), the transferor Bank,
the Agent and the Company shall make appropriate arrangements so
that, if required, replacement Notes are issued to such
transferor Bank and new Notes or, as appropriate, replacement
Notes, are issued to such Purchasing Bank, in each case in
principal amounts reflecting their Commitment Percentages or, as
appropriate, their outstanding Loans as adjusted pursuant to such
Commitment Transfer Supplement.  Notwithstanding the foregoing,
any Conduit Lender may assign at any time to its designating Bank
hereunder without the consent of the Company or the Agent any or
all of the Loans it may have funded hereunder and pursuant to its
designation agreement and without regard to the limitations set
forth in the first sentence of this subsection 10.6(d).
(e)  The Agent shall maintain at its address referred to in
subsection 10.2 (a) copy of each CAF Loan Assignment and each
Commitment Transfer Supplement delivered to it and a register
(the "Register") for the recordation of (i) the names and
addresses of the Banks and the Commitment of, and principal
amount of the Loans owing to, each Bank from time to time, and
(ii) with respect to each CAF Loan Assignment delivered to the
Agent, the name and address of the CAF Loan Assignee and the
principal amount of each CAF Loan owing to such CAF Loan
Assignee.  The entries in the Register shall be conclusive, in
the absence of manifest error, and the Company, the Agent and the
Banks may treat each Person whose name is recorded in the
Register as the owner of the Loan recorded therein for all
purposes of this Agreement.  The Register shall be available for
inspection by the Company or any Bank or CAF Loan Assignee at any
reasonable time and from time to time upon reasonable prior
notice.
(f)  Upon its receipt of a CAF Loan Assignment executed by an
assignor Bank and a CAF Loan Assignee, together with payment to
the Agent of a registration and processing fee of $2,500], the
Agent shall promptly accept such CAF Loan Assignment, record the
information contained therein in the Register and give notice of
such acceptance and recordation to the assignor Bank, the CAF
Loan Assignee and the Company.  Upon its receipt of a Commitment
Transfer Supplement executed by a transferor Bank and a
Purchasing Bank (and, in the case of a Purchasing Bank that is
not then a Bank or an affiliate thereof, by the Company and the
Agent) together with payment to the Agent of a registration and
processing fee of $3,500, the Agent shall (i) promptly accept
such Commitment Transfer Supplement (ii) on the Transfer
Effective Date determined pursuant thereto record the information
contained therein in the Register and give notice of such
acceptance and recordation to the Banks and the Company.
(g)  The Company authorizes each Bank to disclose to any
Participant, CAF Loan Assignee or Purchasing Bank (each, a
"Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the
Company which has been delivered to such Bank by the Company
pursuant to this Agreement or which has been delivered to such
Bank by the Company in connection with such Bank's credit
evaluation of the Company prior to entering into this Agreement.
(h)  If, pursuant to this subsection 10.6, any interest in this
Agreement or any Note is transferred to a Non-U.S. Bank, the
transferor Bank shall cause such Transferee, concurrently with
the effectiveness of such transfer to comply with the provisions
of subsection 2.15.
(i)  For the avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning
assignments relate only to absolute assignments and that such
provisions do not prohibit assignments creating security
interests, including any pledge or assignment by a Bank to any
Federal Reserve Bank in accordance with applicable law.
(j)  Each of the Company, each Bank and the Agent hereby confirms
that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any state bankruptcy or similar law,
for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Bank designating any Conduit Lender
hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of
its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.
(k)  In the event that any Bank shall be a "Downgraded Bank" (as
defined in subsection 4.5(b) of the Liquidity Facility Agreement
or any successor provision thereof) and the Company has pursuant
to such subsection 4.5(b) replaced any such Bank with increased
commitments from other Banks or commitments from any Additional
Bank(s) (as defined in such subsection 4.5(b)), such Downgraded
Bank shall assign the portion of its Tranche B Commitments
hereunder to each such other Bank or Additional Bank
corresponding to the portion of the commitments transferred to
such other Bank or Additional Bank pursuant to subsection 4.5(b)
of the Liquidity Facility Agreement pursuant to a Commitment
Transfer Supplement, executed by such Downgraded Bank, the
transferee Bank(s), the Agent and the Company.
(l)  In the event that any Bank shall be a "Defaulting Replaced
Bank" (as defined in subsection 4.5(b) of the Liquidity Facility
Agreement or any successor provision thereof) and the Company has
pursuant to such subsection 4.5(b) replaced any such Bank with
increased commitments from other Banks or any Additional Bank(s)
(as defined in such subsection 4.5(b)), such Defaulting Replaced
Bank shall assign the portion of its Tranche B Commitments
hereunder to each such other Bank or Additional Bank
corresponding to the portion of the commitments transferred to
such other Bank or Additional Bank pursuant to subsection 4.5(b)
of the Liquidity Facility Agreement pursuant to a Commitment
Transfer Supplement, executed by such Defaulting Replaced Bank,
the transferee Bank(s), the Agent and the Company.
10.7 Adjustments; Set-off

(a)  Except to the extent that this Agreement provides
for payments to be allocated to a particular Bank or Banks, if
any Bank (a "Benefitted Bank") shall at any time receive any
payment of all or part of its Loans, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or
involuntarily, by offset, pursuant to events or proceedings of
the nature referred to in subsection 8.1(f), or otherwise) in a
greater proportion than any such payment to and collateral
received by any other Bank, if any, in respect of such other
Bank's Loans, or interest thereon, such Benefitted Bank shall
purchase for cash from the other Banks such portion of each such
other Bank's Loans, or shall provide such other Banks with the
benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefitted Bank to share the
excess payment or benefits of such collateral or proceeds ratably
with each of the Banks; provided, however, that if all or any
portion of such excess payment or benefits is thereafter
recovered from such Benefitted Bank, such purchase shall be
rescinded, and the purchase price and benefits returned, to the
extent of such recovery, but without interest.  The Company
agrees that each Bank so purchasing a portion of another Bank's
Loan may exercise all rights of a payment (including, without
limitation, rights of offset) with respect to such portion as
fully as if such Bank were the direct holder of such portion.

(b)  In addition to any rights and remedies of the Banks provided
by law, at any time when an Event of Default is in existence,
each Bank shall have the right, without prior notice to the
Company, any such notice being expressly waived by the Company to
the extent permitted by applicable law, upon any amount becoming
due and payable by the Company hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and
appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by
such Bank or any branch or agency thereof to or for the credit or
the account of the Company.  Each Bank agrees promptly to notify
the Company and the Agent after any such setoff and application
made by such Bank, provided that the failure to give such notice
shall not affect the validity of such setoff and application.

10.8 Counterparts

.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts
and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of
this Agreement signed by all the parties shall be lodged with the
Company and the Agent.

10.9 GOVERNING LAW

.  THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

10.10     WAIVERS OF JURY TRIAL

.  THE COMPANY, THE AGENT, THE CAF LOAN AGENT AND THE
BANKS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

10.11     Submission To Jurisdiction; Waivers

.  The Company hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-
exclusive general jurisdiction of the Courts of the State of New
York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof; and

(b)  consents that any such action or proceeding may be brought
in such courts, and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in
any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same.
10.12     Confidentiality of Information

.  Each Bank acknowledges that some of the information
furnished to such Bank pursuant to this Agreement may be received
by such Bank prior to the time such information shall have been
made public, and each Bank agrees that it will keep all
information so furnished confidential and shall make no use of
such information until it shall have become public, except (a) in
connection with matters involving operations under or enforcement
of this Agreement or the Notes, (b) in accordance with each
Bank's obligations under law or regulation or pursuant to
subpoenas or other process to make information available to
governmental or regulatory agencies and examiners or to others,
(c) to each Bank's Affiliates, employees, agents (including
accountants, legal counsel and other advisors) and Transferees
and prospective Transferees so long as such Persons agree to be
bound by this subsection 10.12 and (d) with the prior written
consent of the Company.

10.13     Existing Credit Agreement

.  Each Bank which is a Bank party to the Existing
Credit Agreement and the Company acknowledge that the commitments
under the Existing Credit Agreement will terminate on the Closing
Date, and each such Bank hereby waives any requirement of the
Existing Credit Agreement that the Company give any notice of
such termination.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

HUMANA INC.

By: /s/  Brett J. McIntyre
Name:  Brett J. McIntyre
Title: Vice President and Treasurer

THE CHASE MANHATTAN BANK, as Agent,
as CAF Loan Agent and as a Bank

By: /s/  Dawn Lee Lum
Name:  Dawn Lee Lum 
Title: Vice President

Bank of America, N.A.                              

By:     /s/ Joseph L. Corah
Name:     Joseph L. Corah
Title:    Principal

Bank of Louisville

By:     /s/ S. Gordon Dabney, Jr.
Name:    S. Gordon Dabney, Jr.
Title:   Senior Vice President

Citibank, N.A.
(Name of Institution)

By:   /s/ David Dodge
Name:  David Dodge
Title: Managing Director

------------------------------
(Name of Institution)

By:  /s/  Francis K. Gilhool
Name:  Francis K. Gilhool
Title: Authorized Signatory

National City Bank of Kentucky
(Name of Institution)

By:   /s/ Deroy Scott
Name:  Deroy Scott
Title: Senior Vice President

PNC Bank, National Association
As Co-Agent and Bank

By:    /s/ Nicholas A. Aponte
Name:  Nicholas A. Aponte
Title: Vice President

The Bank of New York
(Name of Institution)

By:  /s/  Michael Flannery
Name:  Michael Flannery
Title: Vice President

THE BANK OF NOVA SCOTIA
(Name of Institution)

By:  /s/  William J. G. Brown
Name:  William J.G. Brown
Title: Managing Director

U.S. Bank National Association
(Name of Institution)

By:  /s/  Michael J. Miller
Name:  Michael J. Miller
Title: Sr. Vice President

Wachovia Bank, N.A.
(Name of Institution)

By:  /s/  Barry K. Love
Name:   Barry K. Love
Title:  SVP

SCHEDULE I

Commitment Amounts and Percentages;
Lending Offices; Address for Notices

A.   Commitment Amounts and Percentages

Name of Bank                                Commitment  Commitment
Amount    Percentage

THE CHASE MANHATTAN BANK                    $42,250,000   15.94%
BANK OF AMERICA, N.A.                       $32,250,000   12.17%
CITIBANK, N.A.                              $32,250,000   12.17%
WACHOVIA BANK, N.A.                         $32,250,000   12.17%
THE BANK OF NOVA SCOTIA                     $25,000,000    9.43%
LEHMAN BROTHERS HOLDINGS, INC.              $25,000,000    9.43%
U.S. BANK NATIONAL ASSOCIATION              $25,000,000    9.43%
PNC BANK, NATIONAL ASSOCIATION              $17,500,000    6.60%
NATIONAL CITY BANK OF KENTUCKY              $12,500,000    4.72%
THE BANK OF NEW YORK                        $12,500,000    4.72%
BANK OF LOUISVILLE                          $ 8,500,000    3.21%
-----------           
TOTAL     $265,000,000  100.00%

B.   LENDING OFFICES; ADDRESSES FOR NOTICES

THE CHASE MANHATTAN BANK

270 Park Ave, 48th Floor
New York, NY 10017
Attention: Dawn Lee Lum
Telephone: (212) 270-2472

PNC BANK

500 West Jefferson St.
Louisville, KY 40202
Attention: Paula Fryland
Telephone: (502) 581-2244

THE BANK OF NOVA SCOTIA

600 Peachtree St. N.E., Suite 2700
Atlanta, GA 30308
Attention: Carolyn Calloway
Telephone: (404) 877-1507

LEHMAN BROTHERS HOLDINGS, INC

To be determined

THE BANK OF NEW YORK

One Wall Street, 8th Floor
New York, NY 10286
Attention: Mike Flannery
Telephone: (212) 635-7885

NATIONAL CITY BANK OF KENTUCKY

101 South Fifth Street
Louisville, KY 40202
Attention: Scott Deroy
Telephone: (502) 581-7821

BANK OF AMERICA, N.A.

100 N. Tryon Street
Charlotte, NC 28255
Attention: Joe Corah
Telephone: (704) 386-5976

WACHOVIA BANK, N.A.

191 Peachtree Street, N.E., 30th Floor
Atlanta, GA 30303
Attention: M. Eugene Wood, III
Telephone (404) 332-1352

CITIBANK, N.A.

399 Park Ave, 12th Floor
New York, NY 10043
Attention: David Dodge
Telephone: (212) 816-3995

U.S. BANK NATIONAL ASSOCIATION

201 W. Wisconsin Avenue
Milwaukee, WI  53259
Attention: Michael J. Miller
Telephone:  (414) 227-5969

SCHEDULE II

PRICING GRID

Public Debt     Alternate   Eurodollar    Facility     Facility
Ratings         Base Rate   Margin        Fee-         Fee -
S&P/Moody's     Margin                    Tranche A    Tranche B

Level 1        > 0 bps       85 bps        15 bps       20.0 bps
BBB+/Baa1
Level 2        > 0 bps       95 bps        17.5 bps     22.5 bps
BBB/Baa2
Level 3     >  BBB- 5 bps   105 bps        20.0 bps     25.0 bps
/Baa3
Level 4       > 20 bps      120 bps        30.0 bps     35.0 bps
BB+/Ba1
Level 5     < 37.5 bps     137.5 bps       37.5 bps     50.0 bps
BB+/Ba1

Pricing will be determined based upon the lower of the ratings
from S&P or Moody's, but in the event the Company's ratings are
more than one Level apart, the pricing will be determined by
using the rating which is one Level above the lower rating;
provided, that (i) if on any day the ratings from S&P or Moody's
are not at the same Level, then the Level applicable to the
lower of such ratings shall be applicable for such day, (ii) if
on any day the rating of only one of S&P or Moody's is
available, then the Level of such rating shall be applicable for
such day and (iii) if on any day a rating is available from
neither of S&P or Moody's, then Level 5 shall be applicable for
such day.  Any change in the applicable Level resulting from a
change in the rating of a S&P or Moody's shall become effective
on the date such change is publicly announced by S&P or Moody's,
as applicable.

EXECUTION COPY

FOUR-YEAR

CREDIT AGREEMENT

among

HUMANA INC.,

THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,

and

THE CHASE MANHATTAN BANK,
As Administrative Agent and as CAF Loan Agent,

BANK OF AMERICA, N.A.,

CITIBANK, N.A.,

and

WACHOVIA BANK,

as Syndication Agents

and

J.P. MORGAN SECURITIES INC.
as Sole Lead Arranger and Sole Lead Bookrunner

Dated as of October 11, 2001

TABLE OF CONTENTS

Page

SECTION 1.     DEFINITIONS                                      1

1.1  Defined Terms                                         1
1.2  Other Definitional Provisions                        16

SECTION 2.     AMOUNT AND TERMS OF LOANS                       16

2.1  Revolving Credit Loans                               16
2.2  CAF Loans                                            17
2.3  Repayment of Loans; Evidence of Debt                 19
2.4  Fees                                                 20
2.5  Termination or Reduction of Commitments              20
2.6  Optional Prepayments                                 21
2.7  Conversion Options; Minimum Amount of Loans.         21
2.8  Interest Rate and Payment Dates for Loans            22
2.9  Computation of Interest and Fees                     22
2.10 Inability to Determine Interest Rate                 23
2.11 Pro Rata Borrowings and Payments                     24
2.12 Illegality                                           25
2.13 Requirements of Law                                  25
2.14 Capital Adequacy                                     26
2.15 Taxes                                                27
2.16 Indemnity                                            28
2.17 Application of Proceeds of Loans                     28
2.18 Notice of Certain Circumstances; Assignment of
Commitments Under Certain Circumstances              28
2.19 Regulation U                                         29

SECTION 3.     LETTERS OF CREDIT                               30

3.1  L/C Sublimit                                         30
3.2  Procedure for Issuance of Letters of Credit          31
3.3  Fees, Commissions and Other Charges                  31
3.4  L/C Participation                                    31
3.5  Reimbursement Obligation of the Company              32
3.6  Obligations Absolute                                 32
3.7  Letter of Credit Payments                            33
3.8  Application                                          33

SECTION 4.     REPRESENTATIONS AND WARRANTIES                  33

4.1  Corporate Existence; Compliance with Law             33
4.2  No Legal Obstacle to Agreement; Enforceability       33
4.3  Litigation                                           34
4.4  Disclosure                                           34
4.5  Defaults                                             34
4.6  Financial Condition                                  34
4.7  Changes in Condition                                 35
4.8  Assets                                               35
4.9  Tax Returns                                          35
4.10 Contracts, etc                                       35
4.11 Subsidiaries                                         35
4.12 Burdensome Obligations                               36
4.13 Pension Plans                                        36
4.14 Environmental and Public and Employee Health and Safety
Matters                                              36
4.15 Federal Regulations                                  37
4.16 Investment Company Act; Other Regulations            37
4.17 Solvency                                             37
4.18 Casualties                                           37
4.19 Business Activity                                    37
4.20 Purpose of Loans                                     37

SECTION 5.     CONDITIONS                                      37

5.1  Conditions to the Closing Date                       37
5.2  Conditions to Each Loan                              39

SECTION 6.     AFFIRMATIVE COVENANTS                           40

6.1  Taxes, Indebtedness, etc                             40
6.2  Maintenance of Properties; Maintenance of Existence  40
6.3  Insurance                                            40
6.4  Financial Statements                                 41
6.5  Certificates; Other Information                      42
6.6  Compliance with ERISA                                42
6.7  Compliance with Laws                                 43
6.8  Inspection of Property; Books and Records; Discussions43
6.9  Notices                                              43
6.10 Maintenance of Licenses, Etc                         44
6.11 Further Assurances                                   44

SECTION 7.     NEGATIVE COVENANTS                              44

7.1  Financial Condition Covenants.                       44
7.2  Limitation on Subsidiary Indebtedness                45
7.3  Limitation on Liens                                  46
7.4  Limitations on Fundamental Changes                   47
7.5  Limitation on Sale of Assets                         47
7.6  Limitation on Distributions                          48
7.7  Transactions with Affiliates                         48
7.8  Sale and Leaseback                                   48

SECTION 8.     DEFAULTS                                        48

8.1  Events of Default                                    48
8.2  Annulment of Defaults                                51
8.3  Waivers                                              52
8.4  Course of Dealing                                    52

SECTION 9.     THE AGENT                                       52

9.1  Appointment                                          52
9.2  Delegation of Duties                                 52
9.3  Exculpatory Provisions                               52
9.4  Reliance by Agent                                    53
9.5  Notice of Default                                    53
9.6  Non-Reliance on Agent and Other Banks                53
9.7  Indemnification                                      54
9.8  Agent and CAF Loan Agent in Its Individual Capacity  54
9.9  Successor Agent and CAF Loan Agent                   54

SECTION 10.    MISCELLANEOUS                                   55

10.1 Amendments and Waivers                               55
10.2 Notices                                              55
10.3 No Waiver; Cumulative Remedies                       56
10.4 Survival of Representations and Warranties           56
10.5 Payment of Expenses and Taxes; Indemnity             56
10.6 Successors and Assigns; Participations; Purchasing
Banks                                                57
10.7 Adjustments; Set-off                                 60
10.8 Counterparts                                         61
10.9 GOVERNING LAW                                        61
10.10  WAIVERS OF JURY TRIAL                              61
10.11  Submission To Jurisdiction; Waivers                61
10.12  Confidentiality of Information                     61
10.13  Existing Credit Agreement                          62

SCHEDULES

SCHEDULE I     Commitment Amounts and Percentages; Lending Offices;
Addresses for Notice
SCHEDULE II    Pricing Grid
SCHEDULE III   Indebtedness
SCHEDULE IV    Subsidiaries of the Company
SCHEDULE V     Liens
SCHEDULE VI    Certain Acquisitions and Dispositions
SCHEDULE VII   Other Regulations
SCHEDULE VIII  Business Activities

EXHIBITS

EXHIBIT A      Form of Revolving Credit Note
EXHIBIT B      Form of Grid CAF Loan Note
EXHIBIT C      Form of Individual CAF Loan Note
EXHIBIT D      Form of CAF Loan Request
EXHIBIT E      Form of CAF Loan Offer
EXHIBIT F      Form of CAF Loan Confirmation Agreement
EXHIBIT G      Form of Commitment Transfer Supplement
EXHIBIT H      Form of Closing Certificate
EXHIBIT I-1    Form of Company Counsel Opinion
EXHIBIT I-2    Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson

CREDIT AGREEMENT, dated as of October 11, 2001, among
HUMANA INC., a Delaware corporation (the "Company"), the several
banks and other financial institutions from time to time parties
to this Agreement (the "Banks"), and THE CHASE MANHATTAN BANK, a
New York banking corporation, as administrative agent for the
Banks hereunder (in such capacity, the "Agent") and as CAF Loan
agent (in such capacity, the "CAF Loan Agent").

W I T N E S S E T H:

WHEREAS, the Company has requested the Banks to provide
a revolving credit facility in the aggregate principal amount of
$265,000,000; and

WHEREAS, the Banks are willing to provide such credit
facility upon and subject to the terms and conditions hereinafter
set forth;

NOW, THEREFORE, the parties hereto hereby agree as
follows:

SECTION 1.     DEFINITIONS

1.1  Defined Terms

As used in this Agreement, the following terms have
the following meanings:

"Admitted Asset":  with respect to any HMO Subsidiary
or Insurance Subsidiary, any asset of such HMO subsidiary or
Insurance Subsidiary which qualifies as an "admitted asset"
(or any like item) under the applicable Insurance
Regulations and HMO Regulations.

"Affiliate":  as to any Person, any other Person (other
than a Subsidiary) which, directly or indirectly, is in
control of, is controlled by, or is under common control
with, such Person.  For purposes of this definition,
"control" of a Person means the power, directly or
indirectly, either to direct or cause the direction of the
management and policies of such Person, whether by contract
or otherwise.

"Aggregate Outstanding Extensions of Credit":  as to
any Bank at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Loans made by such Bank
then outstanding and (b) such Bank's Commitment Percentage
of the L/C Obligations then outstanding.

"Agreement":  this Credit Agreement, as the same may be
amended, supplemented or otherwise modified from time to
time.

"Alternate Base Rate":  for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1%
and (c) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%.  For purposes hereof:  "Prime Rate"
shall mean the rate of interest per annum publicly announced
from time to time by the Agent as its prime rate in effect
at its principal office in New York City (each change in the
Prime Rate to be effective on the date such change is
publicly announced); "Base CD Rate" shall mean the sum of
(a) the product of (i) the Three-Month Secondary CD Rate and
(ii) a fraction, the numerator of which is one and the
denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for
three-month certificates of deposit reported as being in
effect on such day (or, if such day shall not be a Business
Day, the next preceding Business Day) by the Board of
Governors of the Federal Reserve System (the "Board")
through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of
deposit of major money center banks in New York City
received at approximately 10:00 A.M., New York City time, on
such day (or, if such day shall not be a Business Day, on
the next preceding Business Day) by the Agent from three New
York City negotiable certificate of deposit dealers of
recognized standing selected by it; "C/D Reserve Percentage"
shall mean, for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by
the Board (or any successor), for determining the maximum
reserve requirement for a member bank of the Federal Reserve
System in New York City with deposits exceeding one billion
Dollars in respect of new non-personal three-month
certificates of deposit in the secondary market in Dollars
in New York City and in an amount of $100,000 or more; "C/D
Assessment Rate" shall mean, for any day, the net annual
assessment rate (rounded upward to the nearest 1/100th of
1%) determined by The Chase Manhattan Bank to be payable on
such day to the Federal Deposit Insurance Corporation or any
successor ("FDIC") for FDIC's insuring time deposits made in
Dollars at offices of The Chase Manhattan Bank in the United
States; and "Federal Funds Effective Rate" shall mean, for
any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for the day of such transactions received
by the Agent from three federal funds brokers of recognized
standing selected by it.  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall
be effective on the effective day of such change in the
Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

"Alternate Base Rate Loans":  Revolving Credit Loans
hereunder at such time as they are made and/or being
maintained at a rate of interest based upon the Alternate
Base Rate.

"Applicable LIBOR Auction Advance Rate":  in respect of
any CAF Loan requested pursuant to a LIBOR Auction Advance
Request, the London interbank offered rate for deposits in
Dollars for the period commencing on the date of such CAF
Loan and ending on the maturity date thereof which appears
on Telerate Page 3750 as of 11:00 A.M., London time, two
Working Days prior to the beginning of such period.

"Applicable Margin":  for each Type of Revolving Credit
Loan, the rate per annum applicable to such type determined
in accordance with the Pricing Grid.

"Application":  any application, in such form as the
Issuing Bank may specify from time to time, requesting the
Issuing Bank to open a Letter of Credit.

"Available Commitments":  at a particular time, an
amount equal to the difference between (a) the amount of the
Commitments at such time and (b) the Aggregate Outstanding
Extensions of Credit at such time.

"Average Quarterly Commitment":  as defined in
subsection 2.4(a) hereto.

"Bank Obligations":  as defined in subsection 8.1.

"Banks":  the several banks and other financial
institutions from time to time parties to this Agreement.

"Benefitted Bank":  as defined in subsection 10.7.

"Borrowing Date":  any Business Day specified in a
notice pursuant to subsection 2.1(b) or a CAF Loan Request
pursuant to subsection 2.2(b) as a date on which the Company
requests the Banks to make Revolving Credit Loans or CAF
Loans, as the case may be, hereunder.

"Business Day":  a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are
authorized or required by law to close, provided, that with
respect to notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in
Dollar deposits in the interbank eurodollar market.

"CAF Loan":  each CAF Loan made pursuant to subsection
2.2; the aggregate amount advanced by a CAF Loan Bank
pursuant to subsection 2.2 on each CAF Loan Date shall
constitute one or more CAF Loans, as specified by such CAF
Loan Bank pursuant to subsection 2.2(b)(vi).

"CAF Loan Assignee":  as defined in subsection 10.6(c).

"CAF Loan Assignment":  any assignment by a CAF Loan
Bank to a CAF Loan Assignee of a CAF Loan and related
Individual CAF Loan Note; any such CAF Loan Assignment to be
registered in the Register must set forth, in respect of the
CAF Loan Assignee thereunder, the full name of such CAF Loan
Assignee, its address for notices, its lending office
address (in each case with telephone and facsimile
transmission numbers) and payment instructions for all
payments to such CAF Loan Assignee, and must contain an
agreement by such CAF Loan Assignee to comply with the
provisions of subsection 10.6(c), 10.6(h) and 10.12 to the
same extent as any Bank.

"CAF Loan Banks":  Banks from time to time designated
as CAF Loan Banks by the Company by written notice to the
CAF Loan Agent (which notice the CAF Loan Agent shall
transmit to each such CAF Loan Bank).

"CAF Loan Confirmation":  each confirmation by the
Company of its acceptance of one or more CAF Loan Offers,
which CAF Loan Confirmation shall be substantially in the
form of Exhibit F and shall be delivered to the CAF Loan
Agent in writing or by facsimile transmission.

"CAF Loan Date":  each date on which a CAF Loan is made
pursuant to subsection 2.2.

"CAF Loan Note":  a Grid CAF Loan Note or an Individual
CAF Loan Note.

"CAF Loan Offer":  each offer by a CAF Loan Bank to
make one or more CAF Loans pursuant to a CAF Loan Request,
which CAF Loan Offer shall contain the information specified
in Exhibit E and shall be delivered to the CAF Loan Agent by
telephone, immediately confirmed by facsimile transmission.

"CAF Loan Request":  each request by the Company for
CAF Loan Banks to submit bids to make CAF Loans, which shall
contain the information in respect of such requested CAF
Loans specified in Exhibit D and shall be delivered to the
CAF Loan Agent in writing or by facsimile transmission, or
by telephone, immediately confirmed by facsimile
transmission.

"Capital Stock":  any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the
foregoing.

"Change in Control":  of any corporation, shall occur
where (a) any Person or "group" (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended), other than the Company, shall acquire more than
30% of the Voting Stock of such corporation or (b) the
Continuing Directors shall not constitute a majority of the
board of directors of such corporation.

"Closing Date":  the date on which all of the
conditions precedent for the Closing Date set forth in
Section 5 shall have been fulfilled.

"Code":  the Internal Revenue Code of 1986, as amended
from time to time.

"Commercial Letter of Credit":  as defined in
subsection 3.1(a).

"Commitment":  as to any Bank, its obligation to make
Revolving Credit Loans to the Company pursuant to subsection
2.1(a) and/or issue or participate in Letters of Credit
issued on behalf of the Company in an aggregate principal
amount and/or face amount not to exceed at any one time
outstanding the amount set forth opposite such Bank's name
in Schedule I, as such amount may be reduced or increased
from time to time as provided herein.

"Commitment Percentage":  as to any Bank, the
percentage of the aggregate Commitments constituted by such
Bank's Commitment.

"Commitment Period":  the period from and including the
Closing Date to but not including the Termination Date or
such earlier date on which the Commitments shall terminate
as provided herein.

"Commitment Transfer Supplement":  a Commitment
Transfer Supplement, substantially in the form of Exhibit G.

"Commonly Controlled Entity":  an entity, whether or
not incorporated, which is under common control with the
Company within the meaning of Section 4001 of ERISA or is
part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

"Conduit Lender":  any special purpose corporation
organized and administered by any Bank for the purpose of
making Loans otherwise required to be made by such Bank and
designated by such Bank in a written instrument; provided,
that the designation by any Bank of a Conduit Lender shall
not relieve the designating Bank of any of its obligations
to fund a Loan under this Agreement if, for any reason, its
Conduit Lender fails to fund any such Loan, and the
designating Bank (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and
waivers required or requested under this Agreement with
respect to its Conduit Lender; and provided, further, that
no Conduit Lender shall (a) be entitled to receive any
greater amount pursuant to Section 2.13, 2.14, 2.15, 2.16 or
10.5 than the designating Bank would have been entitled to
receive in respect of the extensions of credit made by such
Conduit Lender (and each Bank which designates a Conduit
Lender shall indemnify the Company against any increased
taxes, costs, expenses, liabilities or losses associated
with any payment thereunder to such Conduit Lender) or (b)
be deemed to have any Commitment.

"Consolidated Assets":  the consolidated assets of the
Company and its Subsidiaries, determined in accordance with
GAAP.

"Consolidated EBIT":  for any period for which the
amount thereof is to be determined, Consolidated Net Income
for such period plus all amounts deducted in computing such
Consolidated Net Income in respect of Consolidated Interest
Expense and income taxes, all determined in accordance with
GAAP; provided, that for purposes of calculating
Consolidated EBIT for any period of four full fiscal
quarters, (i) the Consolidated EBIT attributable to any
Person or business unit acquired by the Company or its
Subsidiaries during such period (such Consolidated EBIT to
be calculated in the same manner as Consolidated EBIT for
the Company and its Subsidiaries is calculated, mutatis
mutandis, provided that amounts arising prior to the time
such acquired Person or business unit was acquired
attributable to (a) any discontinued operations or products
of the acquired Person or business unit or (b) operations or
products of the acquired Person or business unit which the
Company expects to discontinue as disclosed in the Company's
reports filed with the Securities and Exchange Commission
within three months after the date of acquisition of such
Person or business unit shall be excluded in such
calculation) shall be included on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence,
assumption or repayment of any Indebtedness in connection
therewith occurred on the first day of such period of four
full fiscal quarters) and (ii) the Consolidated EBIT of any
Person or business unit disposed of by the Company or its
Subsidiaries during such period (such Consolidated EBIT to
be calculated in the same manner as Consolidated EBIT for
the Company and its Subsidiaries is calculated, mutatis
mutandis) shall be deducted on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such disposition and the repayment of
any Indebtedness in connection therewith occurred on the
first day of such period of four full fiscal quarters).

"Consolidated EBITDA":  for any fiscal period for which
the amount thereof is to be determined, Consolidated EBIT
for such fiscal period plus, to the extent deducted from
Consolidated Net Income for such fiscal period, depreciation
and amortization for such fiscal period.

"Consolidated Interest Expense":  for any period for
which the amount thereof is to be determined, all amounts
deducted in computing Consolidated Net Income for such
period in respect of interest expense on Indebtedness
determined in accordance with GAAP; provided, that for
purposes of calculating Consolidated Interest Expense for
any period of four full fiscal quarters, (i) the
Consolidated Interest Expense of any Person or business unit
acquired by the Company or its Subsidiaries during such
period (such Consolidated Interest Expense to be calculated
in the same manner as Consolidated Interest Expense for the
Company and its Subsidiaries is calculated, mutatis
mutandis, provided that amounts arising prior to the time
such acquired Person or business unit was acquired
attributable to (a) any discontinued operations or products
of the acquired Person or business unit or (b) operations or
products of the acquired Person or business unit which the
Company expects to discontinue as disclosed in the Company's
reports filed with the Securities and Exchange Commission
within three months after the date of acquisition of such
Person or business unit shall be excluded in such
calculation) shall be included on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence,
assumption or repayment of any Indebtedness in connection
therewith occurred on the first day of such period of four
full fiscal quarters) and (ii) the Consolidated Interest
Expense of any Person or business unit disposed of by the
Company or its Subsidiaries during such period (such
Consolidated Interest Expense to be calculated in the same
manner as Consolidated Interest Expense for the Company and
its Subsidiaries is calculated, mutatis mutandis) shall be
deducted on a pro forma basis for such period of four full
fiscal quarters (assuming the consummation of each such
disposition and the repayment of any Indebtedness in
connection therewith occurred on the first day of such
period of four full fiscal quarters).  Consolidated Interest
Expense shall in any event include the Synthetic Lease
Interest Component of any Synthetic Lease entered into by
the Company or any of its Subsidiaries.

"Consolidated Net Income":  for any period, the
consolidated net income, if any, after taxes, of the Company
and its Subsidiaries for such period determined in
accordance with GAAP; provided, that, for all purposes other
than subsection 7.1(a), Consolidated Net Income shall not be
reduced or increased by the amount of any non-cash
extraordinary charges or credits that would otherwise be
deducted from or added to revenue in determining such
Consolidated Net Income.

"Consolidated Net Tangible Assets":  at any date, the
total amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all
current liabilities as disclosed on the consolidated balance
sheet of the Company (excluding any thereof which are by
their terms extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time
as of which the amount thereof is being computed and
excluding any deferred income taxes that are included in
current liabilities), and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense
and other like intangible assets, all as set forth on the
most recent consolidated balance sheet of the Company and
computed in accordance with GAAP.

"Consolidated Net Worth":  at any date, the
stockholders' equity of the Company and its Subsidiaries at
such date, determined in accordance with GAAP.

"Consolidated Total Debt":  the aggregate of all
Indebtedness (including the current portion thereof) of the
Company and its Subsidiaries on a consolidated basis.

"Continuing Director":  any member of the Board of
Directors of the Company who is a member of such Board on
the date of this Agreement, and any Person who is a member
of such Board and whose nomination as a director was
approved by a majority of the Continuing Directors then on
such Board.

"Contractual Obligation":  as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or undertaking to which such Person is
a party or by which it or any of its property is bound.

"Control Group Person":  any Person which is a member
of the controlled group or is under common control with the
Company within the meaning of Section 414(b) or 414(c) of
the Code or Section 4001(b)(1) of ERISA.

"Default":  any of the events specified in subsection
8.1, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition,
has been satisfied.

"Distribution":  (a) the declaration or payment of any
dividend on or in respect of any shares of any class of
Capital Stock of the Company other than dividends payable
solely in shares of common stock of the Company; (b) the
purchase, redemption or other acquisition of any shares of
any class of Capital Stock of the Company directly or
indirectly through a Subsidiary or otherwise; and (c) any
other distribution on or in respect of any shares of any
class of Capital Stock of the Company.

"Dollars" and"$": dollars in lawful currency of the
United States of America.

"Domestic Lending Office":  with respect to each Bank
the office of such Bank located within the United States
which shall be making or maintaining Alternate Base Rate
Loans.

"ERISA":  the Employee Retirement Income Security Act
of 1974, as amended from time to time.

"Eurocurrency Reserve Requirements":  for any day as
applied to a Eurodollar Loan, the aggregate (without
duplication) of the rates (expressed as a decimal fraction)
of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board of
Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect
thereto), dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as"Eurocurrency
Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

"Eurodollar Lending Office":  with respect to each
Bank, the office of such Bank which shall be making or
maintaining Eurodollar Loans.

"Eurodollar Loans":  Revolving Credit Loans hereunder
at such time as they are made and/or are being maintained at
a rate of interest based upon the Eurodollar Rate.

"Eurodollar Rate":  with respect to each day during
each Interest Period pertaining to a Eurodollar Loan, the
rate per annum equal to the average (rounded upwards to the
nearest whole multiple of one sixteenth of one percent) of
the respective rates notified to the Agent by the Reference
Banks as the rate at which each of their Eurodollar Lending
Offices is offered Dollar deposits two Working Days prior to
the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency
and exchange operations of such Eurodollar Lending Office
are then being conducted at or about 10:00 A.M., New York
City time, for delivery on the first day of such Interest
Period for the number of days comprised therein and in an
amount comparable to the amount of the Eurodollar Loan of
such Reference Bank to be outstanding during such Interest
Period.

"Eurodollar Tranche":  the collective reference to
Eurodollar Loans having the same Interest Period (whether or
not originally made on the same day).

"Event of Default":  any of the events specified in
subsection 8.1, provided that any requirement for the giving
of notice, the lapse of time, or both, or any other
condition, event or act has been satisfied.

"Existing Credit Agreement":  the Credit Agreement,
dated as of August 13, 1997, among the Company, the banks
and other financial institutions parties thereto, The Chase
Manhattan Bank, as agent, and others, as amended or
otherwise modified.

"Financing Lease":  any lease of property, real or
personal, if the then present value of the minimum rental
commitment thereunder should, in accordance with GAAP, be
capitalized on a balance sheet of the lessee.

"Fixed Rate Auction Advance Request":  any CAF Loan
Request requesting the CAF Loan Banks to offer to make CAF
Loans at a fixed rate (as opposed to a rate composed of the
Applicable LIBOR Auction Advance Rate plus or minus a
margin).

"GAAP":  (a) with respect to determining compliance by
the Company with the provisions of subsections 7.1, 7.2 and
7.5, generally accepted accounting principles in the United
States of America consistent with those utilized in
preparing the audited financial statements referred to in
subsection 4.6 and (b) with respect to the financial
statements referred to in subsection 4.6 or the furnishing
of financial statements pursuant to subsection 6.4 and
otherwise, generally accepted accounting principles in the
United States of America from time to time in effect.

"Governmental Authority":  any nation or government,
any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

"Green Bay Facility":  offices of the Company located
at 1100 Employers Boulevard, De Pere, Wisconsin.

"Grid CAF Loan Note": as defined in subsection 2.3(e).

"Guarantee Obligation":  of any Person, means, any
arrangement whereby credit is extended to one party on the
basis of any promise of such Person, whether that promise is
expressed in terms of an obligation to pay the Indebtedness
of another, or to purchase an obligation owed by that other,
to purchase assets or to provide funds in the form of lease
or other types of payments under circumstances that would
enable that other to discharge one or more of its
obligations, whether or not such arrangement is listed in
the balance sheet of the obligor or referred to in a
footnote thereto, but shall not include endorsements of
items for collection in the ordinary course of business.

"Headquarters":  the principal executive offices of the
Company located at 500 West Main Street, Louisville,
Kentucky 40202.

"HMO":  a health maintenance organization doing
business as such (or required to qualify or to be licensed
as such) under HMO Regulations.

"HMO Regulation":  all laws, regulations, directives
and administrative orders applicable under federal or state
law specific to health maintenance organizations and any
regulations, orders and directives promulgated or issued
pursuant thereto.

"HMO Regulator":  any Person charged with the
administration, oversight or enforcement of an HMO
Regulation.

"HMO Subsidiary":  any Subsidiary of the Company that
is now or hereafter an HMO.

"Indebtedness":  of a Person, at a particular date, the
sum (without duplication) at such date of (a) all
indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services or which is
evidenced by a note, bond, debenture or similar instrument,
(b) all obligations of such Person under Financing Leases,
(c) all obligations of such Person in respect of letters of
credit, acceptances, or similar obligations issued or
created for the account of such Person in excess of
$1,000,000, (d) all liabilities secured by any Lien on any
property owned by the Company or any Subsidiary even though
such Person has not assumed or otherwise become liable for
the payment thereof, (e) the amount of any Synthetic Lease
Obligations of such Person, (f) all Guarantee Obligations
relating to any of the foregoing in excess of $1,000,000,
and (g) for purposes of subsection 8.1(e) only, all
obligations of such Person in respect of Interest Rate
Protection Agreements.

"Individual CAF Loan Note":  as defined in subsection
2.3(e).

"Insolvency" or"Insolvent":  at any particular time, a
Multiemployer Plan which is insolvent within the meaning of
Section 4245 of ERISA.

"Insurance Regulation":  any law, regulation, rule,
directive or order applicable and specific to an insurance
company.

"Insurance Regulator":  any Person charged with the
administration, oversight or enforcement of any Insurance
Regulation.

"Insurance Subsidiary":  any Subsidiary of the Company
that is now or hereafter doing business (or required to
qualify or to be licensed) under Insurance Regulations.

"Interest Payment Date":  (a)  as to any Alternate Base
Rate Loan, the last day of each March, June, September and
December, commencing on the first of such days to occur
after Alternate Base Rate Loans are made or Eurodollar Loans
are converted to Alternate Base Rate Loans and the final
maturity date of such Loan, (b) as to any Eurodollar Loan in
respect of which the Company has selected an Interest Period
of one, two or three months, the last day of such Interest
Period, (c) as to any CAF Loan in respect of which the
Company has selected an Interest Period not exceeding 90
days or three months, as the case may be, the last day of
such Interest Period and (d) as to any Eurodollar Loan in
respect of which the Company has selected a longer Interest
Period than the periods described in clause (b) and as to
any CAF Loan in respect of which the Company has selected a
longer Interest Period than the periods described in clause
(c), each day that is three months, or a whole multiple
thereof, after the first day of such Interest Period, and
the last day of such Interest Period.

"Interest Period":  (a)  with respect to any Eurodollar
Loans:

(i)  initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such
Eurodollar Loans and ending one, two, three or six months
thereafter (or, with the consent of all the Banks, nine or twelve
months thereafter), as selected by the Company in its notice of
borrowing as provided in subsection 2.1(b) or its notice of
conversion as provided in subsection 2.7(a), as the case may be;
and

(ii) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar
Loans and ending one, two, three or six months thereafter (or,
with the consent of all the Banks, nine or twelve months
thereafter), as selected by the Company by irrevocable notice to
the Agent not less than three Business Days prior to the last day
of the then current Interest Period with respect to such
Eurodollar Loans;

provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:

(1)  if any Interest Period pertaining to a Eurodollar Loan
would otherwise end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business
Day;

(2)  if the Company shall fail to give notice as provided above,
the Company shall be deemed to have selected an Alternate Base
Rate Loan to replace the affected Eurodollar Loan;

(3)  any Interest Period pertaining to a Eurodollar Loan that
begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on
the last Business Day of a calendar month;

(4)   any interest period pertaining to a Eurodollar Loan that
would otherwise end after the Termination Date shall end on the
Termination Date; and

(5)   the Company shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Loan; and

(b)  with respect to any CAF Loans, the period commencing on the
Borrowing Date therefor and ending on the maturity date for such
CAF Loans as set forth in subsection 2.2(b)(i).

"Interest Rate Protection Agreement":  any interest
rate protection agreement, interest rate futures contract,
interest rate option, interest rate cap or other interest
rate hedge arrangement to or under which the Company or any
of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary after the date
hereof.

"Issuing Bank":  The Chase Manhattan Bank, in its
capacity as issuer of any Letter of Credit, or any other
Bank as may be selected by the Company, with the written
consent of the Administrative Agent, such consent not to be
unreasonably withheld.

"Jacksonville Facility": the offices of the Company
located at 76 Laura Street, Jacksonville, Florida.

"L/C Fee Payment Date":  the last day of each March,
June, September and December.

"L/C Obligations":  at any time, an amount equal to the
sum of (a) the aggregate then undrawn and unexpired amount
of the then outstanding Letters of Credit and (b) the
aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to subsection 3.5.

"L/C Participants":  the collective reference to all
the Banks other than the Issuing Bank.

"L/C Sublimit":  $100,000,000.

"Lender Affiliate":  (a) any Affiliate of any Bank, (b)
any Person that is administered or managed by any Bank and
that is engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of
credit in the ordinary course of its business and (c) with
respect to any Bank which is a fund that invests in
commercial loans and similar extensions of credit, any other
fund that invests in commercial loans and similar extensions
of credit and is managed or advised by the same investment
advisor as such Bank or by an Affiliate of such Bank or
investment advisor.

"Letters of Credit":  as defined in subsection 3.1(a).

"Leverage Ratio":  at the last day of any full fiscal
quarter of the Company, the ratio of (a) all Indebtedness of
the Company and its Subsidiaries outstanding on such date to
(b) Consolidated EBITDA for the period of four fiscal
quarters of the Company ended on such day.

"LIBOR Auction Advance Request":  any CAF Loan Request
requesting the CAF Loan Banks to offer to make CAF Loans at
an interest rate equal to the Applicable LIBOR Auction
Advance Rate plus or minus a margin.

"Lien":  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien
(statutory or other), or preference, priority or other
security agreement or preferential arrangement that has the
same practical effect as any of the foregoing (including,
without limitation, any conditional sale or other title
retention agreement, any financing lease having
substantially the same economic effect as any of the
foregoing).

"Loan":  any loan made by any Bank pursuant to this
Agreement.

"Loan Documents":  this Agreement, the Notes and the
Applications.

"Margin Stock":  as defined in Regulation U.

"Margin Stock Collateral":  all Margin Stock (other
than Portfolio Margin Stock) of the Company and its
Subsidiaries by which the Loans are deemed"indirectly
secured" within the meaning of Regulation U.

"Material Adverse Effect": any material adverse effect
on (a) the business, assets, operations or condition
(financial or otherwise) of the Company and its Subsidiaries
taken as a whole, (b) the ability of the Company to perform
its obligations under this Agreement and the Notes or (c)
the rights and remedies of the Banks with respect to the
Company and its Subsidiaries under any of the Loan
Documents.

"Multiemployer Plan":  a Plan which is a multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

"Non-U.S. Bank": as defined in subsection 2.15(b).

"Note":  any Revolving Credit Note or CAF Loan Note.

"Other Collateral":  all assets of the Company and its
Subsidiaries (other than Margin Stock) by which the Loans
are deemed "indirectly secured" within the meaning of
Regulation U.

"Participants":  as defined in subsection 10.6(b).

"Payment Sharing Notice":  a written notice from the
Company, or any Bank, informing the Agent that an Event of
Default has occurred and is continuing and directing the
Agent to allocate payments thereafter received from the
Company in accordance with subsection 2.11(c).

"PBGC":  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

"Person":  an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other
entity of whatever nature.

"Plan":  at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which the
Company or a Control Group Person is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA
be deemed to be) an"employer" as defined in Section 3(5) of
ERISA.

"Portfolio Margin Stock": Margin Stock held by
Insurance Subsidiaries or HMO Subsidiaries as portfolio
investments, to which the restrictions of Section 7 shall
not apply.

"Pricing Grid":  the Pricing Grid set forth in Schedule II.

"Purchasing Banks":  as defined in subsection 10.6(d).

"Reference Banks":  The Chase Manhattan Bank, Citibank
N.A. and Bank of America, N.A.

"Register":  as defined in subsection 10.6(e).

"Regulation T":  Regulation T of the Board of Governors
of the Federal Reserve System.

"Regulation U":  Regulation U of the Board of Governors
of the Federal Reserve System.

"Regulation X":  Regulation X of the Board of Governors
of the Federal Reserve System.

"Reimbursement Obligation":  the obligation of the
Company to reimburse the Issuing Bank pursuant to subsection
3.5(a) for amounts drawn under Letters of Credit.

"Reorganization":  with respect to any Multiemployer
Plan, the condition that such plan is in reorganization
within the meaning of such term as used in Section 4241 of
ERISA.

"Reportable Event":  any of the events set forth in
Section 4043(b) of ERISA, other than those events as to
which the thirty day notice period is waived under
subsections .22, .23, .25, .27 or .28 of PBGC Reg.  4043.

"Required Banks":  (a) during the Commitment Period,
Banks whose Commitment Percentages aggregate at least 51%
and (b) after the Commitments have expired or been
terminated, Banks whose outstanding Loans and L/C
Obligations represent in the aggregate at least 51% of all
outstanding Loans and L/C Obligations.

"Requirement of Law":  as to any Person, the
Certificate of Incorporation and By-Laws or other
organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any
of its property or to which such Person or any of its
property is subject.

"Responsible Officer":  the chief executive officer,
the president, any executive or senior vice president or
vice president of the Company, the chief financial officer,
treasurer or controller of the Company.

"Revolving Credit Loans":  as defined in subsection 2.1(a).

"Revolving Credit Notes":  as defined in subsection 2.3(e).

"Riverview Square":  the office building of the Company
located at 201 West Main Street, Louisville, Kentucky 40202.

"Significant Subsidiary":  means, at any particular
time, any Subsidiary of the Company that would be a
"significant subsidiary" of the Company within the meaning
of Rule 1-02 under Regulation S-X promulgated by the
Securities Exchange Commission.

"Single Employer Plan":  any Plan which is covered by
Title IV of ERISA, but which is not a Multiemployer Plan.

"Solvent":  with respect to any Person (or group of
Persons) on a particular date, that on such date (i) the
fair value of the property of such Person (or group of
Persons) is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of
such Person (or group of Persons), (ii) the present fair
salable value of the assets of such Person (or group of
Persons) is not less than the amount that will be required
to pay the probable liability of such Person (or group of
Persons) on its debts as they become absolute and matured,
(iii) such Person (or group of Persons) is able to pay its
debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of
business, (iv) such Person (or group of Persons) does not
intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's (or group of Person's)
ability to pay as such debts and liabilities mature, (v)
such Person (or group of Persons) is not engaged in a
business or a transaction, and is not about to engage in a
business or a transaction, for which such Person's (or group
of Person's) property (after giving effect to any engagement
in such business or transaction) would constitute
unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person
(or group of Persons) is engaged and (vi) such Person (or
group of Persons) is solvent under all applicable HMO
Regulations and Insurance Regulations.  In computing the
amount of contingent liabilities at any time, it is intended
that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected
to become an actual or matured liability.

"Standby Letter of Credit":  as defined in subsection
3.1(a).

"Subsidiary":  as to any Person, a corporation of which
shares of stock having ordinary voting power (other than
stock having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors
or other managers of such corporation are at the time owned,
or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references
to a "Subsidiary" or to "Subsidiaries" in this Agreement
shall refer to a Subsidiary or Subsidiaries of the Company.

"Synthetic Lease": each arrangement, however described,
under which the obligor accounts for its interest in the
property covered thereby under GAAP as lessee of a lease
which is not a capital lease under GAAP and accounts for its
interest in the property covered thereby for Federal income
tax purposes as the owner.

"Synthetic Lease Interest Components": with respect to
any Person for any period, the portion of rent paid or
payable (without duplication) for such period under
Synthetic Leases for such Person that would be treated as
interest in accordance with Financial Accounting Standards
Board Statement No. 13 if such Synthetic Leases were treated
as capital leases under GAAP.

"Synthetic Lease Obligation": as to any Person with
respect to any Synthetic Lease at any time of determination,
the amount of the liability of such Person in respect of
such Synthetic Lease that would (if such lease was required
to be classified and accounted for as a capital lease on a
balance sheet of such Person in accordance with GAAP) be
required to be capitalized on the balance sheet of such
Person at such time.

"Taxes":  as defined in subsection 2.15.

"Termination Date":  the date one day before the fourth
anniversary of the Closing Date (or, if such date is not a
Business Day, the next succeeding Business Day).

"Transfer Effective Date":  as defined in each
Commitment Transfer Supplement.

"Transferee":  as defined in subsection 10.6(g).

"Type": as to any Revolving Credit Loan, its nature as
an Alternate Base Rate Loan or Eurodollar Loan.

"Uniform Customs":  the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500, as the same may be
amended from time to time.

"Voting Stock":  of any corporation, shares of capital
stock or other securities of such corporation entitled to
vote generally in the election of directors of such
corporation.

"Waterside Building":  the real property located at 101
East Main Street, Louisville, Kentucky 40202, including the
building housing insurance claim processing operations of
the Company.

"Waterside Garage":  the parking garage of the Company
located at 201 North Brook Street, Louisville, Kentucky
40202.

"Working Day":  any Business Day on which dealings in
foreign currencies and exchange between banks may be carried
on in London, England.

1.2  Other Definitional Provisions.  (a)  Unless otherwise
specified therein, all terms defined in this Agreement shall have
the defined meanings when used in the Notes or any certificate or
other document made or delivered pursuant hereto.

(b)  As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to the Company and its
Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.

(c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

(d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

SECTION 2.     AMOUNT AND TERMS OF LOANS

2.1  Revolving Credit Loans.  (a)  Subject to the terms and
conditions hereof, each Bank severally agrees to make loans ("Revolving
Credit Loans") to the Company from time to time during the Commitment
Period in an aggregate principal amount at any one time
outstanding which, when added to such Bank's Commitment
Percentage of the then outstanding L/C Obligations, does not
exceed the Commitment of such Bank, provided that the Aggregate
Outstanding Extensions of Credit of all Banks shall not at any
time exceed the aggregate amount of the Commitments.  During the
Commitment Period the Company may use the Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in
part, and reborrowing, all in accordance with the terms and
conditions hereof.  The Revolving Credit Loans may be (i)
Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a
combination thereof, as determined by the Company and notified to
the Agent in accordance with subsection 2.1(b).  Eurodollar Loans
shall be made and maintained by each Bank at its Eurodollar
Lending Office, and Alternate Base Rate Loans shall be made and
maintained by each Bank at its Domestic Lending Office.

(b)  The Company may borrow under the Commitments during the
Commitment Period on any Working Day if the borrowing is of
Eurodollar Loans or on any Business Day if the borrowing is of
Alternate Base Rate Loans; provided that the Company shall give
the Agent irrevocable notice (which notice must be received by
the Agent (i) prior to 11:30 A.M., New York City time three
Working Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, and (ii) prior to 12:00 P.M., New York City
time, on the requested Borrowing Date, in the case of Alternate
Base Rate Loans), specifying (A) the amount to be borrowed, (B)
the requested Borrowing Date, (C) whether the borrowing is to be
of Eurodollar Loans, Alternate Base Rate Loans, or a combination
thereof, and (D) if the borrowing is to be entirely or partly of
Eurodollar Loans, the length of the Interest Period therefor.
Each borrowing pursuant to the Commitments shall be in an
aggregate principal amount equal to the lesser of (i) $10,000,000
or a whole multiple of $1,000,000 in excess thereof and (ii) the
then Available Commitments.  Upon receipt of such notice from the
Company, the Agent shall promptly notify each Bank thereof.  Each
Bank will make the amount of its pro rata share of each borrowing
available to the Agent for the account of the Company at the
office of the Agent set forth in subsection 10.2 prior to 2:00
P.M., New York City time, on the Borrowing Date requested by the
Company in funds immediately available to the Agent.  The
proceeds of all such Revolving Credit Loans will then be promptly
made available to the Company by the Agent at such office of the
Agent by crediting the account of the Company on the books of
such office with the aggregate of the amounts made available to
the Agent by the Banks.

2.2  CAF Loans.  (a)  The Company may borrow CAF Loans from
time to time on any Business Day (in the case of CAF Loans made pursuant
to a Fixed Rate Auction Advance Request) or any Working Day (in
the case of CAF Loans made pursuant to a LIBOR Auction Advance
Request) during the period from the Closing Date until the date
occurring 14 days prior to the Termination Date in the manner set
forth in this subsection 2.2 and in amounts such that the
Aggregate Outstanding Extensions of Credit of all Banks at any
time shall not exceed the aggregate amount of the Commitments at
such time.

(b)  (i)  The Company shall request CAF Loans by delivering a
CAF Loan Request to the CAF Loan Agent, not later than 12:00 Noon
(New York City time) four Working Days prior to the proposed
Borrowing Date (in the case of a LIBOR Auction Advance Request),
and not later than 10:00 A.M. (New York City time) one Business
Day prior to the proposed Borrowing Date (in the case of a Fixed
Rate Auction Advance Request).  Each CAF Loan Request may solicit
bids for CAF Loans in an aggregate principal amount of
$10,000,000 or an integral multiple of $1,000,000 in excess
thereof and for not more than three alternative maturity dates
for such CAF Loans.  The maturity date for each CAF Loan (x) if
made pursuant to a Fixed Rate Auction Advance Request, shall be
not less than 7 days nor more than 360 days after the Borrowing
Date therefor (and in any event not after the Termination Date)
and (y) if made pursuant to a LIBOR Auction Advance Request,
shall be one, two, three, six, nine or twelve months after the
Borrowing Date therefor (and in any event not after the
Termination Date).  The CAF Loan Agent shall promptly notify each
CAF Loan Bank by facsimile transmission of the contents of each
CAF Loan Request received by it.

(ii) In the case of a LIBOR Auction Advance Request, upon
receipt of notice from the CAF Loan Agent of the contents of such CAF
Loan Request, any CAF Loan Bank that elects, in its sole
discretion, to do so, shall irrevocably offer to make one or more
CAF Loans at the Applicable LIBOR Auction Advance Rate plus or
minus a margin for each such CAF Loan determined by such CAF Loan
Bank in its sole discretion.  Any such irrevocable offer shall be
made by delivering a CAF Loan Offer to the CAF Loan Agent, before
9:30 A.M., New York City time, three Working Days before the
proposed Borrowing Date, setting forth the maximum amount of CAF
Loans for each maturity date, and the aggregate maximum amount
for all maturity dates, which such Bank would be willing to make
(which amounts may, subject to subsection 2.2(a), exceed such CAF
Loan Bank's Commitment) and the margin above or below the
Applicable LIBOR Auction Advance Rate at which such CAF Loan Bank
is willing to make each such CAF Loan; the CAF Loan Agent shall
advise the Company before 10:00 A.M., New York City time, three
Working Days before the proposed Borrowing Date of the contents
of each such CAF Loan Offer received by it.  If the CAF Loan
Agent in its capacity as a CAF Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise the
Company of the contents of its CAF Loan Offer before 9:00 A.M.,
New York City time, three Working Days before the proposed
Borrowing Date.

(iii)   In the case of a Fixed Rate Auction Advance Request,
upon receipt of notice from the Agent of the contents of such CAF
Loan Request, any CAF Loan Bank that elects, in its sole
discretion, to do so, shall irrevocably offer to make one or more
CAF Loans at a rate or rates of interest for each such CAF Loan
determined by such CAF Loan Bank in its sole discretion.  Any
such irrevocable offer shall be made by delivering a CAF Loan
Offer to the CAF Loan Agent, before 9:30 A.M., New York City
time, on the proposed Borrowing Date, setting forth the maximum
amount of CAF Loans for each maturity date, and the aggregate
maximum amount for all maturity dates, which such CAF Loan Bank
would be willing to make (which amounts may, subject to
subsection 2.2(a), exceed such CAF Loan Bank's Commitment) and
the rate or rates of interest at which such CAF Loan Bank is
willing to make each such CAF Loan; the CAF Loan Agent shall
advise the Company before 10:15 A.M., New York City time, on the
proposed Borrowing Date of the contents of each such CAF Loan
Offer received by it.  If the CAF Loan Agent or any affiliate
thereof in its capacity as a CAF Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise the
Company of the contents of its CAF Loan Offer before 9:15 A.M.,
New York City time, on the proposed Borrowing Date.
(iv) The Company shall before 11:00 A.M., New York City time,
three Working Days before the proposed Borrowing Date (in the
case of CAF Loans requested by a LIBOR Auction Advance Request)
and before 11:00 A.M., New York City time, on the proposed
Borrowing Date (in the case of CAF Loans requested by a Fixed
Rate Auction Advance Request) either, in its absolute discretion:

(A)  cancel such CAF Loan Request by giving the CAF Loan
Agent telephone notice to that effect, or

(B)  accept one or more of the offers made by any CAF Loan
Bank or CAF Loan Banks pursuant to clause (ii) or clause (iii) above,
as the case may be, by giving telephone notice to the CAF Loan
Agent (immediately confirmed by delivery to the CAF Loan Agent of
a CAF Loan Confirmation) of the amount of CAF Loans for each
relevant maturity date to be made by each CAF Loan Bank (which
amount for each such maturity date shall be equal to or less than
the maximum amount for such maturity date specified in the CAF
Loan Offer of such CAF Loan Bank, and for all maturity dates
included in such CAF Loan Offer shall be equal to or less than
the aggregate maximum amount specified in such CAF Loan Offer for
all such maturity dates) and reject any remaining offers made by
CAF Loan Banks pursuant to clause (ii) or clause (iii) above, as
the case may be; provided, however,  that (x) the Company may not
accept offers for CAF Loans for any maturity date in an aggregate
principal amount in excess of the maximum principal amount
requested in the related CAF Loan Request, (y) if the Company
accepts any of such offers, it must accept offers strictly based
upon pricing for such relevant maturity date and no other
criteria whatsoever and (z) if two or more CAF Loan Banks submit
offers for any maturity date at identical pricing and the Company
accepts any of such offers but does not wish to borrow the total
amount offered by such CAF Loan Banks with such identical
pricing, the Company shall accept offers from all of such CAF
Loan Banks in amounts allocated among them pro rata according to
the amounts offered by such CAF Loan Banks (or as nearly pro rata
as shall be practicable after giving effect to the requirement
that CAF Loans made by a CAF Loan Bank on a Borrowing Date for
each relevant maturity date shall be in a principal amount of
$5,000,000 or an integral multiple of $1,000,000 in excess
thereof provided that if the number of CAF Loan Banks that submit
offers for any maturity date at identical pricing is such that,
after the Company accepts such offers pro rata in accordance with
the foregoing, the CAF Loans to be made by such CAF Loan Banks
would be less than $5,000,000 principal amount, the number of
such CAF Loan Banks shall be reduced by the CAF Loan Agent by lot
until the CAF Loans to be made by such remaining CAF Loan Banks
would be in a principal amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof).

(v)  If the Company notifies the CAF Loan Agent that a CAF
Loan Request is cancelled pursuant to clause (iv)(A) above, the CAF
Loan Agent shall give prompt, but in no event more than one hour
later, telephone notice thereof to the CAF Loan Banks, and the
CAF Loans requested thereby shall not be made.

(vi) If the Company accepts pursuant to clause (iv)(B)
above one or more of the offers made by any CAF Loan Bank or CAF Loan
Banks, the CAF Loan Agent shall promptly, but in no event more
than one hour later, notify each CAF Loan Bank which has made
such an offer of the aggregate amount of such CAF Loans to be
made on such Borrowing Date for each maturity date and of the
acceptance or rejection of any offers to make such CAF Loans made
by such CAF Loan Bank.  Each CAF Loan Bank which is to make a CAF
Loan shall, before 12:00 Noon, New York City time, on the
Borrowing Date specified in the CAF Loan Request applicable
thereto, make available to the Agent at its office set forth in
subsection 10.2 the amount of CAF Loans to be made by such CAF
Loan Bank, in immediately available funds.  The Agent will make
such funds available to the Company as soon as practicable on
such date at the Agent's aforesaid address.  As soon as
practicable after each Borrowing Date, the Agent shall notify
each Bank of the aggregate amount of CAF Loans advanced on such
Borrowing Date and the respective maturity dates thereof.

(c)  Within the limits and on the conditions set forth in this
subsection 2.2, the Company may from time to time borrow under
this subsection 2.2, repay pursuant to subsection 2.3, and
reborrow under this subsection 2.2.

2.3  Repayment of Loans; Evidence of Debt.  (a)  The
Company hereby unconditionally promises to pay to the Agent for the
account of each Bank (i) the then unpaid principal amount of each
Revolving Credit Loan of such Bank on the Termination Date (or such
earlier date on which the Loans become due and payable pursuant to
Section 8), and (ii) the principal amount of each CAF Loan made by
such Bank on the maturity date therefor as set forth in the CAF Loan
Request for such CAF Loan (or on such earlier date on which the Loans
become due and payable pursuant to Section 8).  The Company hereby
further agrees to pay interest on the unpaid principal amount of
the Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the
dates, set forth in subsection 2.8.

(b)  Each Bank shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the
Company to such Bank resulting from each Loan of such Bank from
time to time, including the amounts of principal and interest
payable and paid to such Bank from time to time under this
Agreement.

(c)  The Agent shall maintain the Register pursuant to subsection
10.6(e), and a subaccount therein for each Bank, in which shall
be recorded (i) (A) the amount of each Revolving Credit Loan made
hereunder, the Type thereof and each Interest Period applicable
thereto and (B) the amount of each CAF Loan made by such Bank,
the maturity date therefor as set forth in the CAF Loan Request
for such CAF Loan, the interest rate applicable thereto and each
Interest Payment Date applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and
payable from the Company to each Bank hereunder and (iii) both
the amount of any sum received by the Agent hereunder from the
Company and each Bank's share thereof.

(d)  The entries made in the Register and the accounts of each
Bank maintained pursuant to subsection 2.3(b) shall, to the
extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of the Company
therein recorded; provided, however, that the failure of any Bank
or the Agent to maintain the Register or any such account, or any
error therein, shall not in any manner affect the obligation of
the Company to repay (with applicable interest) the Loans made to
such Company by such Bank in accordance with the terms of this
Agreement.

(e)  The Company agrees that, upon the request to the Agent by
any Bank, the Company will execute and deliver to such Bank (i) a
promissory note of the Company evidencing the Revolving Credit
Loans of such Bank, substantially in the form of Exhibit A with
appropriate insertions as to payee, date and principal amount (a
"Revolving Credit Note"), (ii) a promissory note of the Company
evidencing the initial CAF Loan or Loans of such Bank,
substantially in the form of Exhibit B with appropriate
insertions (a "Grid CAF Loan Note"), and/or (iii) a promissory
note of the Company evidencing amounts advanced by such Bank
pursuant to subsection 2.2 which have the same maturity date and
interest rate as amounts advanced by such Bank evidenced by a
Grid CAF Loan Note and which such Bank wishes to constitute more
than one CAF Loan (which principal amounts shall not be less than
$5,000,000 for any such CAF Loans), substantially in the form of
Exhibit C with appropriate insertions (an "Individual CAF Loan
Note").  Upon a Bank's receipt of an Individual CAF Loan Note
evidencing a CAF Loan, such Bank shall endorse on the schedule
attached to its Grid CAF Loan Note the transfer of such CAF Loan
from such Grid CAF Loan Note to such Individual CAF Loan Note.

2.4  Fees.  (a)  The Company agrees to pay to the Agent, for the
account of each Bank, on the last day of each fiscal quarter, a
facility fee in respect of the average daily amount of the
Commitment of such Bank during such fiscal quarter (such amount,
the "Average Quarterly Commitment").  Such fee shall be computed
at the applicable rate per annum set forth in the Pricing Grid.

(b)  The Company agrees to pay to the Agent the other fees in the
amounts, and on the dates, agreed to by the Company and the Agent
in the fee letter, dated June 29, 2001, between the Agent and the
Company.  The Agent will distribute to the Banks their respective
portions of upfront fees paid by the Company to the Agent, as
agreed between the Agent and each Bank.

2.5  Termination or Reduction of Commitments.  The Company
shall have the right, upon not less than five Business Days' notice to
the Agent, to terminate the Commitments or, from time to time, to reduce
ratably the amount of the Commitments, provided that no such termination or
reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Loans made on the effective date
thereof, the then outstanding principal amount of the Loans, when
added to the then L/C Obligations, would exceed the amount of the
Commitments then in effect.  Any such reduction shall be in an
amount of $10,000,000 or a whole multiple of $1,000,000 in excess
thereof, and shall reduce permanently the amount of the
Commitments then in effect.

2.6  Optional Prepayments.  The Company may at any time and
from time to time, prepay the Revolving Credit Loans, in whole or in part,
without premium or penalty (subject to the provisions of subsection
2.16), upon at least three Business Days' irrevocable notice to
the Agent in the case of Eurodollar Loans and one Business Day's
irrevocable notice to the Agent in the case of Alternate Base
Rate Loans, specifying the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans or Alternate Base
Rate Loans or a combination thereof, and if of a combination
thereof, the amount of prepayment allocable to each.  Upon
receipt of such notice the Agent shall promptly notify each Bank
thereof.  If such notice is given, the payment amount specified
in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date on the
amount prepaid.  Partial prepayments shall be in an aggregate
principal amount of $5,000,000, or a whole multiple thereof, and
may only be made if, after giving effect thereto, subsection
2.7(c) shall not have been contravened.

2.7  Conversion Options; Minimum Amount of Loans.

(a)  The Company may elect from time to time to convert
Eurodollar Loans to Alternate Base Rate Loans by giving the Agent
at least two Business Days' prior irrevocable notice of such
election (given before 10:00 A.M., New York City time, on the
date on which such notice is required), provided that any such
conversion of Eurodollar Loans shall, subject to the fourth
following sentence, only be made on the last day of an Interest
Period with respect thereto.  The Company may elect from time to
time to convert Alternate Base Rate Loans to Eurodollar Loans by
giving the Agent at least three Working Days' prior irrevocable
notice of such election (given before 11:30 A.M., New York City
time, on the date on which such notice is required).  Upon
receipt of such notice, the Agent shall promptly notify each Bank
thereof.  Promptly following the date on which such conversion is
being made each Bank shall take such action as is necessary to
transfer its portion of such Revolving Credit Loans to its
Domestic Lending Office or its Eurodollar Lending Office, as the
case may be.  All or any part of outstanding Eurodollar Loans and
Alternate Base Rate Loans may be converted as provided herein,
provided that, unless the Required Banks otherwise agree, (i) no
Revolving Credit Loan may be converted into a Eurodollar Loan
when any Event of Default has occurred and is continuing, (ii)
partial conversions shall be in an aggregate principal amount of
$5,000,000 or a whole multiple thereof, and (iii) any such
conversion may only be made if, after giving effect thereto,
subsection 2.7(c) shall not have been contravened.

(b)  Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by
compliance by the Company with the notice provisions contained in
subsection 2.7(a); provided that, unless the Required Banks
otherwise agree, no Eurodollar Loan may be continued as such when
any Event of Default has occurred and is continuing, but shall be
automatically converted to an Alternate Base Rate Loan on the
last day of the then current Interest Period with respect
thereto.  The Agent shall notify the Banks promptly that such
automatic conversion contemplated by this subsection 2.7(b) will
occur.

(c)  All borrowings, conversions, payments, prepayments and
selection of Interest Periods hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the Loans
comprising any Eurodollar Tranche shall not be less than
$10,000,000.  At no time shall there be more than 6 Eurodollar
Tranches.

2.8  Interest Rate and Payment Dates for Loans.  (a) The
Eurodollar Loans comprising each Eurodollar Tranche shall bear interest
for each day during each Interest Period with respect thereto on the
unpaid principal amount thereof at a rate per annum equal to the
Eurodollar Rate plus the Applicable Margin.

(b)  Alternate Base Rate Loans shall bear interest for each day
from and including the date thereof on the unpaid principal
amount thereof at a rate per annum equal to the Alternate Base
Rate plus the Applicable Margin.

(c)  CAF Loans shall bear interest from the Borrowing Date to the
maturity date therefor as set forth in the CAF Loan Request for
such CAF Loan on the unpaid principal amount thereof at the rate
of interest determined pursuant to subsection 2.2(b).

(d)  If all or a portion of the (i) principal amount of any
Loans, (ii) any interest payable thereon or (iii) any fee or
other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which
is 2% above the Alternate Base Rate, and any overdue interest or
other amount payable hereunder shall bear interest at a rate per
annum which is 2% above the Alternate Base Rate, in each case
from the date of such non-payment until paid in full (after as
well as before judgment).  If all or a portion of the principal
amount of any Loans shall not be paid when due (whether at stated
maturity, by acceleration or otherwise), each Eurodollar Loan
shall, unless the Required Banks otherwise agree, be converted to
an Alternate Base Rate Loan at the end of the last Interest
Period with respect thereto.
(e)  Interest shall be payable in arrears on each Interest
Payment Date.

2.9  Computation of Interest and Fees.  (a)  Interest in
respect of Alternate Base Rate Loans shall be calculated on the basis of
a (i) 365-day (or 366-day, as the case may be) year for the actual days
elapsed when such Alternate Base Rate Loans are based on the Prime Rate, and
(ii) a 360-day year for the actual days elapsed when based on the
Base CD Rate or the Federal Funds Effective Rate.  Interest in
respect of Eurodollar Loans and CAF Loans shall be calculated on
the basis of a 360-day year for the actual days elapsed.  The
Agent shall as soon as practicable notify the Company and the
Banks of each determination of a Eurodollar Rate.  Any change in
the interest rate on a Revolving Credit Loan resulting from a
change in the Alternate Base Rate or the Applicable Margin or the
Eurocurrency Reserve Requirements shall become effective as of
the opening of business on the day on which such change in the
Alternate Base Rate is announced, such Applicable Margin changes
as provided herein or such change in the Eurocurrency Reserve
Requirements shall become effective, as the case may be.  The
Agent shall as soon as practicable notify the Company and the
Banks of the effective date and the amount of each such change.

(b)  Each determination of an interest rate by the Agent pursuant
to any provision of this Agreement shall be conclusive and
binding on the Company and the Banks in the absence of manifest
error.  The Agent shall, at the request of the Company, deliver
to the Company a statement showing the quotations used by the
Agent in determining any interest rate pursuant to subsection
2.8(a) or (d).

(c)  If any Reference Bank's Commitment shall terminate
(otherwise than on termination of all the Commitments), or its
Revolving Credit Loans shall be assigned for any reason
whatsoever, such Reference Bank shall thereupon cease to be a
Reference Bank, and if, as a result of the foregoing, there shall
only be one Reference Bank remaining, then the Agent (after
consultation with the Company and the Banks) shall, by notice to
the Company and the Banks, designate another Bank as a Reference
Bank so that there shall at all times be at least two Reference
Banks.

(d)  Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Agent as contemplated hereby.  If any
of the Reference Banks shall be unable or otherwise fails to
supply such rates to the Agent upon its request, the rate of
interest shall be determined on the basis of the quotations of
the remaining Reference Banks or Reference Bank.
(e)  Facility fees shall be computed on the basis of a 365-day
year for the actual days elapsed.

2.10 Inability to Determine Interest Rate.

In the event that:

(i)  the Agent shall have determined in its reasonable judgment
(which determination shall be conclusive and binding upon the
Company) that, by reason of circumstances affecting the interbank
eurodollar market generally, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any requested
Interest Period;

(ii) only one of the Reference Banks is able to obtain bids for
its Dollar deposits for such Interest Period in the manner
contemplated by the term "Eurodollar Rate"; or

(iii) the Agent shall have received notice prior to the first
day of such Interest Period from Banks constituting the Required
Banks that the interest rate determined pursuant to subsection
2.8(a) for such Interest Period does not accurately reflect the
cost to such Banks (as conclusively certified by such Banks) of
making or maintaining their affected Loans during such Interest
Period;

with respect to (A) proposed Revolving Credit Loans that the
Company has requested be made as Eurodollar Loans, (B) Eurodollar
Loans that will result from the requested conversion of Alternate
Base Rate Loans into Eurodollar Loans or (C) the continuation of
Eurodollar Loans beyond the expiration of the then current
Interest Period with respect thereto, the Agent shall forthwith
give facsimile or telephonic notice of such determination to the
Company and the Banks at least one day prior to, as the case may
be, the requested Borrowing Date for such Eurodollar Loans, the
conversion date of such Loans or the last day of such Interest
Period.  If such notice is given (x) any requested Eurodollar
Loans shall be made as Alternate Base Rate Loans, (y) any
Alternate Base Rate Loans that were to have been converted to
Eurodollar Loans shall be continued as Alternate Base Rate Loans
and (z) any outstanding Eurodollar Loans shall be converted, on
the last day of the then current Interest Period with respect
thereto, to Alternate Base Rate Loans.  Until such notice has
been withdrawn by the Agent, no further Eurodollar Loans shall be
made, nor shall the Company have the right to convert Alternate
Base Rate Loans to Eurodollar Loans.  The Agent shall withdraw
such notice upon its determination that the event or events which
gave rise to such notice no longer exist.

2.11 Pro Rata Borrowings and Payments.

(a)  Each borrowing by the Company of Revolving
Credit Loans shall be made ratably from the Banks in accordance
with their Commitment Percentages.

(b)  Whenever any payment received by the Agent under this
Agreement or any Note is insufficient to pay in full all amounts
then due and payable to the Agent and the Banks under this
Agreement and the Notes, and the Agent has not received a Payment
Sharing Notice (or if the Agent has received a Payment Sharing
Notice but the Event of Default specified in such Payment Sharing
Notice has been cured or waived), such payment shall be
distributed and applied by the Agent and the Banks in the
following order:  first, to the payment of fees and expenses due
and payable to the Agent under and in connection with this
Agreement; second, to the payment of all expenses due and payable
under subsection 10.5(a), ratably among the Banks in accordance
with the aggregate amount of such payments owed to each such
Bank; third, to the payment of fees due and payable under
subsection 2.4, ratably among the Banks in accordance with their
Commitment Percentages; fourth, to the payment of interest then
due and payable on the Loans, ratably among the Banks in
accordance with the aggregate amount of interest owed to each
such Bank; and fifth, to the payment of the principal amount of
the Loans which is then due and payable, ratably among the Banks
in accordance with the aggregate principal amount owed to each
such Bank.

(c)  After the Agent has received a Payment Sharing Notice which
remains in effect, all payments received by the Agent under this
Agreement or any Note shall be distributed and applied by the
Agent and the Banks in the following order:  first, to the
payment of all amounts described in clauses first through third
of the foregoing paragraph (b), in the order set forth therein;
and second, to the payment of the interest accrued on and the
principal amount of all of the Loans, regardless of whether any
such amount is then due and payable, ratably among the Banks in
accordance with the aggregate accrued interest plus the aggregate
principal amount owed to such Bank.

(d)  All payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made
without set-off or counterclaim and shall be made to the Agent,
for the account of the Banks, at the Agent's office set forth in
subsection 10.2, in lawful money of the United States of America
and in immediately available funds.  The Agent shall distribute
such payments to the Banks promptly upon receipt in like funds as
received.  If any payment hereunder (other than payments on the
CAF Loans made pursuant to a LIBOR Auction Advance Request)
becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day,
and, with respect to payments of principal, interest thereon
shall be payable at the then applicable rate during such
extension.  If any payment on a CAF Loan made pursuant to a LIBOR
Auction Advance Request becomes due and payable on a day other
than a Working Day, the maturity thereof shall be extended to the
next succeeding Working Day unless the result of such extension
would be to extend such payment into another calendar month in
which event such payment shall be made on the immediately
preceding Working Day.

(e)  Unless the Agent shall have been notified in writing by any
Bank prior to a Borrowing Date that such Bank will not make the
amount which would constitute its Commitment Percentage of the
borrowing of Revolving Credit Loans on such date available to the
Agent, the Agent may assume that such Bank has made such amount
available to the Agent on such Borrowing Date, and the Agent may,
in reliance upon such assumption, make available to the Company a
corresponding amount.  If such amount is made available to the
Agent on a date after such Borrowing Date, such Bank shall pay to
the Agent on demand an amount equal to the product of (i) the
daily average Federal Funds Effective Rate during such period as
quoted by the Agent, times (ii) the amount of such Bank's
Commitment Percentage of such borrowing, times (iii) a fraction
the numerator of which is the number of days that elapse from and
including such Borrowing Date to the date on which such Bank's
Commitment Percentage of such borrowing shall have become
immediately available to the Agent and the denominator of which
is 360.  A certificate of the Agent submitted to any Bank with
respect to any amounts owing under this subsection 2.11(e) shall
be conclusive, absent manifest error.  If such Bank's Commitment
Percentage of such borrowing is not in fact made available to the
Agent by such Bank within three Business Days of such Borrowing
Date, the Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to Alternate
Base Rate Loans hereunder, on demand, from the Company.

2.12 Illegality.

Notwithstanding any other provisions herein, if
after the date hereof the adoption of or any change in any
Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the Bank
shall, within 30 Working Days after it becomes aware of such
fact, notify the Company, through the Agent, of such fact, (b)
the commitment of such Bank hereunder to make Eurodollar Loans or
convert Alternate Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (c) such Bank's Revolving Credit Loans
then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans on the respective last
days of the then current Interest Periods for such Revolving
Credit Loans or within such earlier period as required by law.
Each Bank shall take such action as may be reasonably available
to it without material legal or financial disadvantage (including
changing its Eurodollar Lending Office) to prevent the adoption
of or any change in any such Requirement of Law from becoming
applicable to it.

2.13 Requirements of Law.

(a)  If after the date hereof the adoption of or any
change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) after the date
hereof from any central bank or other Governmental Authority:

(i)  shall subject any Bank to any tax of any kind whatsoever
(other than a withholding tax) with respect to this Agreement,
any Revolving Credit Note, any Letter of Credit, any Application
or any Eurodollar Loans made by it, or change the basis of
taxation of payments to such Bank of principal, facility fee,
interest or any other amount payable hereunder in respect of
Revolving Credit Loans (except for changes in the rate of tax on
the overall net income of such Bank);

(ii) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets
held by, or deposits or other liabilities in or for the account
of, advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Bank which are
not otherwise included in the determination of the Eurodollar
Rate hereunder; or

(iii)  shall impose on such Bank any other condition;
and the result of any of the foregoing is to increase the cost to
such Bank, by any amount which such Bank reasonably deems to be
material, of making, renewing or maintaining advances or
extensions of credit (including, without limitation, issuing or
participating in Letters of Credit) or to reduce any amount
receivable hereunder, in each case, in respect thereof, then, in
any such case, the Company shall promptly pay such Bank, upon its
demand, any additional amounts necessary to compensate such Bank
for such additional cost or reduced amount receivable; provided,
however, that notwithstanding anything contained in this
subsection 2.13(a) to the contrary, such Bank shall not be
entitled to receive any amounts pursuant to this subsection
2.13(a) that it is also entitled to pursuant to subsection
2.15(a).  If a Bank becomes entitled to claim any additional
amounts pursuant to this subsection 2.13(a), it shall, within 30
Business Days after it becomes aware of such fact, notify the
Company, through the Agent, of the event by reason of which it
has become so entitled.  A certificate as to any additional
amounts payable pursuant to the foregoing sentence submitted by
such Bank, through the Agent, to the Company shall be conclusive
in the absence of manifest error.  Each Bank shall take such
action as may be reasonably available to it without legal or
financial disadvantage (including changing its Eurodollar Lending
Office) to prevent any such Requirement of Law or change from
becoming applicable to it.  This covenant shall survive the
termination of this Agreement and payment of the outstanding
Revolving Credit Notes and all other amounts payable hereunder.

(b)  In the event that after the date hereof a Bank is required
to maintain reserves of the type contemplated by the definition
of "Eurocurrency Reserve Requirements", such Bank may require the
Company to pay, promptly after receiving notice of the amount
due, additional interest on the related Eurodollar Loan of such
Bank at a rate per annum determined by such Bank up to but not
exceeding the excess of (i) (A) the applicable Eurodollar Rate
divided by (B) one minus the Eurocurrency Reserve Requirements
over (ii) the applicable Eurodollar Rate.  Any Bank wishing to
require payment of any such additional interest on account of any
of its Eurodollar Loans shall notify the Company no more than 30
Working Days after each date on which interest is payable on such
Eurodollar Loan of the amount then due it under this subsection
2.13(b), in which case such additional interest on such
Eurodollar Loan shall be payable to such Bank at the place
indicated in such notice.  Each such notification shall be
accompanied by such information as the Company may reasonably
request.

2.14 Capital Adequacy.

If any Bank shall have determined that after the
date hereof the adoption of or any change in any Requirement of
Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Bank or any corporation
controlling such Bank with any request or directive after the
date hereof regarding capital adequacy (whether or not having the
force of law) from any central bank or Governmental Authority,
does or shall have the effect of reducing the rate of return on
such Bank's or such corporation's capital as a consequence of its
obligations hereunder or under any Letter of Credit to a level
below that which such Bank or such corporation could have
achieved but for such adoption, change or compliance (taking into
consideration such Bank's or such corporation's policies with
respect to capital adequacy) by an amount which is reasonably
deemed by such Bank to be material, then from time to time,
promptly after submission by such Bank, through the Agent, to the
Company of a written request therefor (such request shall include
details reasonably sufficient to establish the basis for such
additional amounts payable and shall be submitted to the Company
within 30 Working Days after it becomes aware of such fact), the
Company shall promptly pay to such Bank such additional amount or
amounts as will compensate such Bank for such reduction.  The
agreements in this subsection 2.14 shall survive the termination
of this Agreement and payment of the Loans and the Notes and all
other amounts payable hereunder.

2.15 Taxes.

(a)  All payments made by the Company under this
Agreement shall be made free and clear of, and without reduction
or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges,
fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental
Authority excluding, in the case of the Agent and each Bank, net
income and franchise taxes imposed on the Agent or such Bank by
the jurisdiction under the laws of which the Agent or such Bank
is organized or any political subdivision or taxing authority
thereof or therein, or by any jurisdiction in which such Bank's
Domestic Lending Office or Eurodollar Lending Office, as the case
may be, is located or any political subdivision or taxing
authority thereof or therein (all such non-excluded taxes,
levies, imposts, deductions, charges or withholdings being
hereinafter called "Taxes").  If any Taxes are required to be
withheld from any amounts payable to the Agent or any Bank
hereunder or under the Notes, the amounts so payable to the Agent
or such Bank shall be increased to the extent necessary to yield
to the Agent or such Bank (after payment of all Taxes) interest
or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement and the Notes.  Whenever
any Taxes are payable by the Company, as promptly as possible
thereafter, the Company shall send to the Agent for its own
account or for the account of such Bank, as the case may be, any
certified copy of an original official receipt that is received
by the Company showing payment thereof (or, if no official
receipt is received by the Company, a statement of the Company
indicating payment thereof).  If the Company fails to pay any
Taxes when due to the appropriate taxing authority or fails to
remit to the Agent the required receipts or other required
documentary evidence, the Company shall indemnify the Agent and
the Banks for any incremental taxes, interest or penalties that
may become payable by the Agent or any Bank as a result of any
such failure, except to the extent such failure is attributable
to a failure by a Non-U.S. Bank to comply with the form delivery
and notice requirements of paragraph (b) below.

(b)  Each Bank (or Transferee) that is not a citizen or resident
of the United States of America, a corporation, partnership or
other entity created or organized in or under the laws of the
United States of America (or any jurisdiction thereof), or any
estate or trust that is subject to federal income taxation
regardless of the source of its income (a "Non-U.S. Bank") shall
deliver to the Company and the Agent (or, in the case of a
Participant, to the Bank from which the related participation
shall have been purchased) two copies of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent
versions thereof or successors thereto, properly completed and
duly executed by such Non-U.S. Bank claiming complete exemption
from, U.S. federal withholding tax on all payments by the Company
under this Agreement and the other Loan Documents.  Such forms
shall be delivered by each Non-U.S. Bank on or before the date it
becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the
related participation).  In addition, each Non-U.S. Bank shall
deliver such forms promptly upon the obsolescence or invalidity
of any form previously delivered by such Non-U.S. Bank.  Each Non-
U.S. Bank shall promptly notify the Company at any time it
determines that it is no longer in a position to provide any
previously delivered certificate to the Company (or any other
form of certification adopted by the U.S. taxing authorities for
such purpose).  Notwithstanding any other provision of this
paragraph, a Non-U.S. Bank shall not be required to deliver any
form pursuant to this paragraph that such Non-U.S. Bank is not
legally able to deliver, provided, however, that in the event
that the failure to be able to deliver such form is not
attributable to a change in law, the Company shall be relieved of
the obligation to make additional payments under subsection
2.15(a) above.

(c)  The agreements in subsection 2.15 shall survive the
termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

2.16 Indemnity.

The Company agrees to indemnify each Bank and to
hold each Bank harmless from any loss or expense (other than any
loss of anticipated margin or profit) which such Bank may sustain
or incur as a consequence of (a) default by the Company in
payment when due of the principal amount of or interest on any
Eurodollar Loans of such Bank, (b) default by the Company in
making a borrowing or conversion after the Company has given a
notice of borrowing in accordance with subsection 2.1(b) or a
notice of continuation or conversion pursuant to subsection 2.7,
(c) default by the Company in making any prepayment after the
Company has given a notice in accordance with subsection 2.6 or
(d) the making of a prepayment of a Eurodollar Loan on a day
which is not the last day of an Interest Period with respect
thereto, including, without limitation, in each case, any such
loss or expense arising from the reemployment of funds obtained
by it to maintain its Eurodollar Loans hereunder or from fees
payable to terminate the deposits from which such funds were
obtained.  Any Bank claiming any amount under this subsection
2.16 shall provide calculations, in reasonable detail, of the
amount of its loss or expense.  This covenant shall survive
termination of this Agreement and payment of the outstanding
Loans and all other amounts payable hereunder.

2.17 Application of Proceeds of Loans.

Subject to the provisions of the following sentence,
the Company may use the proceeds of the Loans for any lawful
general corporate purpose, including acquisitions.  The Company
will not, directly or indirectly, apply any part of the proceeds
of any such Loan for the purpose of "purchasing" or "carrying"
any Margin Stock within the respective meanings of each of the
quoted terms under Regulation U, or to refund any indebtedness
incurred for such purpose, provided that the Company may use the
proceeds of Loans for such purposes, if such usage does not
violate Regulation U as now and from time to time hereafter in
effect.

2.18 Notice of Certain Circumstances; Assignment of Commitments
Under Certain Circumstances.

(a)  Any Bank claiming any additional amounts
payable pursuant to subsections 2.13, 2.14 or 2.15 or exercising
its rights under subsection 2.12, shall, in accordance with the
respective provisions thereof, provide notice to the Company and
the Agent.  Such notice to the Company and the Agent shall
include details reasonably sufficient to establish the basis for
such additional amounts payable or the rights to be exercised by
the Bank.

(b)  Any Bank claiming any additional amounts payable pursuant to
subsections 2.13, 2.14 or 2.15 or exercising its rights under
subsection 2.12, shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or
document requested by the Company or to change the jurisdiction
of its applicable lending office if the making of such filing or
change would avoid the need for or reduce the amount of any such
additional amounts which may thereafter accrue or avoid the
circumstances giving rise to such exercise and would not, in the
reasonable determination of such Bank, be otherwise
disadvantageous in any material respect to such Bank.

(c)  In the event that the Company shall be required to make any
additional payments to any Bank pursuant to subsections 2.13,
2.14 or 2.15 or any Bank shall exercise its rights under
subsection 2.12, the Company shall have the right at its own
expense, upon notice to such Bank and the Agent, to require such
Bank to transfer and to assign without recourse (in accordance
with and subject to the terms of subsection 10.6) all its
interest, rights and obligations under this Agreement to another
financial institution (including any Bank) acceptable to the
Agent (which approval shall not be unreasonably withheld) which
shall assume such obligations; provided that (i) no such
assignment shall conflict with any Requirement of Law and (ii)
such assuming financial institution shall pay to such Bank in
immediately available funds on the date of such assignment the
outstanding principal amount of such Bank's Loans together with
accrued interest thereon and all other amounts accrued for its
account or owed to it hereunder, including, but not limited to
additional amounts payable under subsections 2.4, 2.12, 2.13,
2.14, 2.15 and 2.16.

2.19 Regulation U.

(a)  If at any time the Company shall use the
proceeds of any Loans for the purpose of "purchasing" or
"carrying" any Margin Stock within the respective meanings of
each of the quoted terms under Regulation U, or to refund any
indebtedness incurred for such purpose, and, after giving effect
to such purchase or refund, more than 25% of the value
(determined in accordance with Regulation U) of the assets
subject to the restrictions of Section 7 would be represented by
Margin Stock, the Company shall give notice thereof to the Agent
and the Banks, and thereafter the Loans made by each Bank shall
at all times be treated for purposes of Regulation U as two
separate extensions of credit (the "A Credit" and the "B Credit"
of such Bank and, collectively, the "A Credits" and the "B
Credits"), as follows:

(i)  the aggregate amount of the A Credit of such Bank shall
be an amount equal to such Bank's pro rata share (based on the
amount of its Commitment Percentage) of the maximum loan value
(as determined in accordance with Regulation U), of all Margin
Stock Collateral; and

(ii) the aggregate amount of the B Credit of such Bank shall
be an amount equal to such Bank's pro rata share (based on the
amount of its Commitment Percentage) of all Loans outstanding
hereunder minus such Bank's A Credit.

In the event that any Margin Stock Collateral is acquired or
sold, the amount of the A Credit of such Bank shall be adjusted
(if necessary), to the extent necessary by prepayment, to an
amount equal to such Bank's pro rata share (based on the amount
of its Commitment Percentage) of the maximum loan value
(determined in accordance with Regulation U) as of the date of
such acquisition or sale) of the Margin Stock Collateral
immediately after giving effect to such acquisition or sale.
Nothing contained in this subsection 2.19 shall be deemed to
permit any sale of Margin Stock Collateral in violation of any
other provisions of this Agreement.

(b)  Each Bank will maintain its records to identify the A Credit
of such Bank and the B Credit of such Bank, and, solely for the
purposes of complying with Regulation U, the A and B Credits
shall be treated as separate extensions of credit.  Each Bank
hereby represents and warrants that the loan value of the Other
Collateral is sufficient for such Bank to lend its pro rata share
of the B Credit.

(c)  The benefits of the indirect security in Margin Stock
Collateral created by any provisions of this Agreement shall be
allocated first to the benefit and security of the payment of the
principal of and interest on the A Credits of the Banks and of
all other amounts payable by the Company under this Agreement in
connection with the A Credits (collectively, the "A Credit
Amounts") and second, only after the payment in full of the A
Credit Amounts, to the benefit and security of the payment of the
principal of and interest on the B Credits of the Banks and of
all other amounts payable by the Company under this Agreement in
connection with the B Credits (collectively, the "B Credit
Amounts"). The benefits of the indirect security in Other
Collateral created by any provisions of this Agreement, shall be
allocated first to the benefit and security of the payment of the
B Credit Amounts and second, only after the payment in full of
the B Credit Amounts, to the benefit and security of the payment
of the A Credit Amounts.

(d)  The Company shall furnish to each Bank at the time of each
acquisition and sale of Margin Stock Collateral such information
and documents as the Agent or such Bank may require to determine
the A and B Credits, and at any time and from time to time, such
other information and documents as the Agent or such Bank may
reasonably require to determine compliance with Regulation U.

(e)  Each Bank shall be responsible for its own compliance with
and administration of the provisions of this subsection 2.19 and
Regulation U, and the Agent shall have no responsibility for any
determinations or allocations made or to be made by any Bank as
required by such provisions.

SECTION 3.     LETTERS OF CREDIT

3.1  L/C Sublimit.

(a)  Subject to the terms and conditions hereof, the
Issuing Bank, in reliance on the agreements of the other Banks
set forth in subsection 3.4(a), agrees to issue letters of credit
("Letters of Credit") for the account of the Company on any
Business Day during the Commitment Period in such form as may be
approved from time to time by the Issuing Bank; provided that the
Issuing Bank shall have no obligation to issue any Letter of
Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Sublimit or (ii) the Available
Commitment would be less than zero.  Each Letter of Credit shall
(i) be denominated in Dollars, (ii) be either (A) a standby
letter of credit issued to support obligations of the Company or
its Subsidiaries, contingent or otherwise (a "Standby Letter of
Credit") or (B) a commercial letter of credit issued in respect
of the purchase of goods or services by the Company or its
Subsidiaries in the ordinary course of business (a "Commercial
Letter of Credit") and (iii) expire no later than the Termination
Date.

(b)  Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws
of the State of New York.

(c)  The Issuing Bank shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict
with, or cause the Issuing Bank or any L/C Participant to exceed
any limits imposed by, any applicable Requirement of Law.

(d)  No Standby Letter of Credit shall have an expiry date more
than 365 days after its date of issuance, provided that any such
Standby Letter of Credit may provide that it is automatically
renewed on each anniversary of issuance thereof for additional
one-year periods unless the beneficiary is otherwise notified by
the issuer of such Standby Letter of Credit.

(e)  No Commercial Letter of Credit shall have an expiry date
more than 180 days after its date of issuance.

3.2  Procedure for Issuance of Letters of Credit.

The Company may from time to time request that the
Issuing Bank issue a Letter of Credit by delivering to the
Issuing Bank at its address for notices specified herein an
Application therefor, completed to the satisfaction of the
Issuing Bank, and such other certificates, documents and other
papers and information as the Issuing Bank may request.  Upon
receipt of any Application, the Issuing Bank will process such
Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter
of Credit requested thereby (but in no event shall the Issuing
Bank be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and
all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may
be agreed by the Issuing Bank and the Company.  The Issuing Bank
shall furnish a copy of such Letter of Credit to the Company
promptly following the issuance thereof.

3.3  Fees, Commissions and Other Charges.

(a)  The Company shall pay to the Agent, for the
account of the Issuing Bank and the L/C Participants, a letter of
credit commission with respect to each Letter of Credit, computed
at the rate per annum determined in accordance with the Pricing
Grid of which .125% per annum shall be payable to the Issuing
Bank and the balance shall be payable to the L/C Participants to
be shared ratably among them in accordance with their respective
Commitment Percentages.

(b)  In addition to the foregoing fees, the Company shall pay or
reimburse the Issuing Bank for such normal and customary costs
and expenses as are incurred or charged by the Issuing Bank in
issuing, effecting payment under, amending or otherwise
administering any Letter of Credit.

(c)  The Agent shall, promptly following its receipt thereof,
distribute to the Issuing Bank and the L/C Participants all fees
received by the Agent for their respective accounts pursuant to
this subsection.

3.4  L/C Participation.

(a)  The Issuing Bank irrevocably agrees to grant
and hereby grants to each L/C Participant, and, to induce the
Issuing Bank to issue Letters of Credit hereunder, each L/C
Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from the Issuing Bank, on the terms and
conditions hereinafter stated, for such L/C Participant's own
account and risk an undivided interest equal to such L/C
Participant's Commitment Percentage in the Issuing Bank's
obligations and rights under each Letter of Credit issued
hereunder and the amount of each draft paid by the Issuing Bank
thereunder.  Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Bank that, if a draft is paid under any
Letter of Credit for which the Issuing Bank is not reimbursed in
full by the Company in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Issuing Bank
upon demand at the Issuing Bank's address for notices specified
herein an amount equal to such L/C Participant's Commitment
Percentage of the amount of such draft, or any part thereof,
which is not so reimbursed.

(b)  If any amount required to be paid by any L/C Participant
to the Issuing Bank pursuant to subsection 3.4(a) in respect of any
unreimbursed portion of any payment made by the Issuing Bank
under any Letter of Credit is paid to the Issuing Bank within
three Business Days after the date such payment is due, such L/C
Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily
average Federal funds rate, as quoted by the Issuing Bank, during
the period from and including the date such payment is required
to the date on which such payment is immediately available to the
Issuing Bank, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the
denominator of which is 360.  If any such amount required to be
paid by any L/C Participant pursuant to subsection 3.4(a) is not
in fact made available to the Issuing Bank by such L/C
Participant within three Business Days after the date such
payment is due, the Issuing Bank shall be entitled to recover
from such L/C Participant, on demand, such amount with interest
thereon calculated from such due date at the rate per annum
applicable to Revolving Credit Loans that are Alternate Base Rate
Loans hereunder.  A certificate of the Issuing Bank submitted to
any L/C Participant with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.

(c)  Whenever, at any time after the Issuing Bank has made
payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with
subsection 3.4(a), the Issuing Bank receives any payment related
to such Letter of Credit (whether directly from the Company or
otherwise, including proceeds of collateral, if any, applied
thereto by the Issuing Bank), or any payment of interest on
account thereof, the Issuing Bank will distribute to such L/C
Participant its pro rata share thereof; provided, however, that
in the event that any such payment received by the Issuing Bank
shall be required to be returned by the Issuing Bank, such L/C
Participant shall return to the Issuing Bank the portion thereof
previously distributed by the Issuing Bank to it.

3.5  Reimbursement Obligation of the Company.

The Company agrees to reimburse the Issuing Bank on
each date on which the Issuing Bank notifies the Company of the
date and amount of a draft presented under any Letter of Credit
and paid by the Issuing Bank for the amount of (a) such draft so
paid and (b) any taxes, fees, charges or other costs or expenses
incurred by the Issuing Bank in connection with such payment.
Each such payment shall be made to the Issuing Bank at its
address for notices specified herein in lawful money of the
United States of America and in immediately available funds.
Interest shall be payable on any and all amounts remaining unpaid
by the Company under this subsection from the date such amounts
become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at a rate per annum equal to the
Alternate Base Rate plus 2%.

3.6  Obligations Absolute.

The Company's obligations under this Section 3 shall
be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment
which the Company may have or have had against the Issuing Bank
or any beneficiary of a Letter of Credit.  The Company also
agrees with the Issuing Bank that the Issuing Bank shall not be
responsible for, and the Company's Reimbursement Obligations
under subsection 3.5 shall not be affected by, among other
things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact
prove to be invalid, fraudulent or forged, or any dispute between
or among the Company and any beneficiary of any Letter of Credit
or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee.  The
Issuing Bank shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with
any Letter of Credit, except for errors or omissions caused by
the Issuing Bank's gross negligence or willful misconduct.  The
Company agrees that any action taken or omitted by the Issuing
Bank under or in connection with any Letter of Credit or the
related drafts or documents, if done in the absence of gross
negligence of willful misconduct and in accordance with the
standards of care specified in the Uniform Commercial Code of the
State of New York, shall be binding on the Company and shall not
result in any liability of the Issuing Bank to the Company.

3.7  Letter of Credit Payments.

If any draft shall be presented for payment under
any Letter of Credit, the Issuing Bank shall promptly notify the
Company of the date and amount thereof. The responsibility of the
Issuing Bank to the Company in connection with any draft
presented for payment under any Letter of Credit shall, in
addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such
Letter of Credit.

3.8  Application.

To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3
shall apply.

SECTION 4.     REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants that:

4.1  Corporate Existence; Compliance with Law.

Each of the Company and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party, to own and
operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c)
is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires
such qualification and (d) is in compliance with all Requirements
of Law, including, without limitation, HMO Regulations and
Insurance Regulations, except to the extent that the failure to
be so qualified or to comply therewith would not have a Material
Adverse Effect.

4.2  No Legal Obstacle to Agreement; Enforceability.

Neither the execution and delivery of any Loan
Document, nor the making by the Company of any borrowings
hereunder, nor the consummation of any transaction herein or
therein referred to or contemplated hereby or thereby nor the
fulfillment of the terms hereof or thereof or of any agreement or
instrument referred to in this Agreement, has constituted or
resulted in or will constitute or result in a breach of any
Requirement of Law, including without limitation, HMO Regulations
and Insurance Regulations, or any Contractual Obligation of the
Company or any of its Subsidiaries, or result in the creation
under any agreement or instrument of any security interest, lien,
charge or encumbrance upon any of the assets of the Company or
any of its Subsidiaries.  No approval, authorization or other
action by any Governmental Authority, including, without
limitation, HMO Regulators and Insurance Regulators, or any other
Person is required to be obtained by the Company or any of its
Subsidiaries in connection with the execution, delivery and
performance of this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby, or the making of any
borrowing by the Company hereunder.  This Agreement has been, and
each other Loan Document will be, duly executed and delivered on
behalf of the Company.  This Agreement constitutes, and each
other Loan Document when executed and delivered will constitute,
a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by
proceedings in equity or at law).

4.3  Litigation.

Except as disclosed in the Company's Annual Report
on Form 10-K for its fiscal year ended December 31, 2000 and the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended March 31, 2001 and June 30, 2001 filed with the Securities
and Exchange Commission and previously distributed to the Banks,
as of the date hereof, there is no litigation, at law or in
equity, or any proceeding before any federal, state, provincial
or municipal board or other governmental or administrative
agency, including without limitation, HMO Regulators and
Insurance Regulators, pending or to the knowledge of the Company
threatened which, after giving effect to any applicable
insurance, could reasonably be expected to have a Material
Adverse Effect or which seeks to enjoin the consummation of any
of the transactions contemplated by this Agreement or any other
Loan Document, and no judgment, decree, or order of any federal,
state, provincial or municipal court, board or other governmental
or administrative agency, including without limitation, HMO
Regulators and Insurance Regulators, has been issued against the
Company or any Subsidiary which has, or may involve, a material
risk of a Material Adverse Effect.  The Company does not believe
that the final resolution of the matters disclosed in its Annual
Report on Form 10-K for its fiscal year ended December 31, 2000
and the Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2001 and June 30, 2001 filed with the
Securities and Exchange Commission and previously distributed to
the Banks, will have a Material Adverse Effect.

4.4  Disclosure.

Neither this Agreement nor any agreement, document,
certificate or statement furnished to the Banks by the Company in
connection herewith (including, without limitation, the
information relating to the Company and its Subsidiaries included
in the Confidential Information Memorandum dated September 2001
delivered in connection with the syndication of the credit
facilities hereunder) contains any untrue statement of material
fact or, taken as a whole together with all other information
furnished to the Banks by the Company, omits to state a material
fact necessary in order to make the statements contained herein
or therein not misleading.  All pro forma financial statements
made available to the Banks have been prepared in good faith
based upon reasonable assumptions.  There is no fact known to the
Company which materially adversely affects or in the future could
reasonably be expected to materially adversely affect the
business, operations, affairs or condition of the Company and its
Subsidiaries on a consolidated basis, except to the extent that
they may be affected by future general economic conditions.

4.5  Defaults.

Neither the Company nor any of its Subsidiaries is
in default under or with respect to any Requirement of Law or
Contractual Obligation in any respect which has had, or may have,
a Material Adverse Effect.  No Default or Event of Default has
occurred and is continuing.

4.6  Financial Condition.

The Company has furnished to the Agent and each Bank
copies of the following:

(a)  The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 2000; and

(b)  the Quarterly Reports of the Company on Form 10-Q for the
fiscal quarters ended March 31, 2001 and June 30, 2001.
The financial statements included therein, including the related
schedules and notes thereto, have been prepared in accordance
with GAAP applied consistently throughout the periods involved
(except as disclosed therein).  As of the date of such financial
statements, neither the Company nor any of its Subsidiaries had
any known contingent liabilities of any significant amount which
in accordance with GAAP are required to be referred to in said
financial statements or in the notes thereto which could
reasonably be expected to have a Material Adverse Effect.  During
the period from December 31, 2000 to and including the date
hereof, there has been no sale, transfer or other disposition by
the Company or any of its consolidated Subsidiaries of any asset
reflected on the balance sheet referred to above that would have
been a material part of its business or property and no purchase
or other acquisition of any business or property (including any
capital stock of any other Person) material in relation to the
consolidated financial condition of the Company and its
consolidated Subsidiaries at December 31, 2000 other than as
disclosed in Schedule VI.

4.7  Changes in Condition.

Since December 31, 2000, there has been no
development or event nor any prospective development or event,
which has had, or could reasonably be expected to have, a
Material Adverse Effect.

4.8  Assets.

The Company and each Subsidiary have good and
marketable title to all material assets carried on their books
and reflected in the financial statements referred to in
subsection 4.6 or furnished pursuant to subsection 6.4, except
for assets held on Financing Leases or purchased subject to
security devices providing for retention of title in the vendor,
and except for assets disposed of as permitted by this Agreement.

4.9  Tax Returns.

The Company and each of its Subsidiaries have filed
all tax returns which are required to be filed and have paid, or
made adequate provision for the payment of, all taxes which have
or may become due pursuant to said returns or to assessments
received.  All federal tax returns of the Company and its
Subsidiaries through their fiscal years ended in 1997 have been
audited by the Internal Revenue Service or are not subject to
such audit by virtue of the expiration of the applicable period
of limitations, and the results of such audits are fully
reflected in the balance sheets referred to in subsection 4.6.
The Company knows of no material additional assessments since
said date for which adequate reserves have not been established.

4.10 Contracts, etc.

Attached hereto as Schedule III is a statement of
outstanding Indebtedness of the Company and its Subsidiaries for
borrowed money in excess of $2,000,000 as of the date set forth
therein, and a complete and correct list of all agreements,
contracts, indentures, instruments, documents and amendments
thereto to which the Company or any Subsidiary is a party or by
which it is bound pursuant to which any such Indebtedness of the
Company and its Subsidiaries is outstanding on the date hereof.
Said Schedule III also includes a complete and correct list of
all such Indebtedness of the Company and its Subsidiaries
outstanding on the date indicated in respect of Guarantee
Obligations in excess of $2,000,000 and letters of credit in
excess of $2,000,000, and there have been no increases in such
Indebtedness since said date other than as permitted by this
Agreement.

4.11 Subsidiaries.

As of the date hereof, the Company has only the
Subsidiaries set forth in Schedule IV, all of the outstanding
capital stock of each of which is duly authorized, validly
issued, fully paid and nonassessable and owned as set forth in
said Schedule IV.  Schedule IV indicates all Subsidiaries of the
Company which are not Wholly-Owned Subsidiaries and the
percentage ownership of the Company and its Subsidiaries in each
such Subsidiary.  The capital stock and securities owned by the
Company and its Subsidiaries in each of the Company's
Subsidiaries are owned free and clear of any mortgage, pledge,
lien, encumbrance, charge or restriction on the transfer thereof
other than restrictions on transfer imposed by applicable
securities laws and restrictions, liens and encumbrances
outstanding on the date hereof and listed in said Schedule IV.

4.12 Burdensome Obligations.

Neither the Company nor any Subsidiary is a party to
or bound by any agreement, deed, lease or other instrument, or
subject to any charter, by-law or other corporate restriction
which, in the reasonable opinion of the management thereof, is so
unusual or burdensome as to in the foreseeable future have a
Material Adverse Effect.  The Company does not presently
anticipate that future expenditures of the Company and its
Subsidiaries needed to meet the provisions of any federal or
state statutes, orders, rules or regulations will be so
burdensome as to have a Material Adverse Effect.

4.13 Pension Plans.

Each Plan maintained by the Company, any Subsidiary
or any Control Group Person or to which any of them makes or will
make contributions is in material compliance with the applicable
provisions of ERISA and the Code.  Neither the Company nor any
Subsidiary nor any Control Group Person maintains, contributes to
or participates in any Plan that is a "defined benefit plan" as
defined in ERISA.  Neither the Company, any Subsidiary, nor any
Control Group Person has since August 31, 1987 maintained,
contributed to or participated in any Multiemployer Plan, with
respect to which a complete withdrawal would result in any
withdrawal liability.  The Company and its Subsidiaries have met
all of the funding standards applicable to all Plans that are not
Multiemployer Plans, and there exists no event or condition which
would permit the institution of proceedings to terminate any Plan
that is not a Multiemployer Plan.  The current value of the
benefits guaranteed under Title IV of ERISA of each Plan that is
not a Multiemployer Plan does not exceed the current value of
such Plan's assets allocable to such benefits.

4.14 Environmental and Public and Employee Health and Safety
Matters.

The Company and each Subsidiary has complied with
all applicable Federal, state, and other laws, rules and
regulations relating to environmental pollution or to
environmental regulation or control or to public or employee
health or safety, except to the extent that the failure to so
comply would not be reasonably likely to result in a Material
Adverse Effect.  The Company's and the Subsidiaries' facilities
do not contain, and have not previously contained, any hazardous
wastes, hazardous substances, hazardous materials, toxic
substances or toxic pollutants regulated under the Resource
Conservation and Recovery Act, the Comprehensive Environmental
Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean
Air Act, the Clean Water Act or any other applicable law relating
to environmental pollution or public or employee health and
safety, in violation of any such law, or any rules or regulations
promulgated pursuant thereto, except for violations that would
not be reasonably likely to result in a Material Adverse Effect.
The Company is aware of no events, conditions or circumstances
involving environmental pollution or contamination or public or
employee health or safety, in each case applicable to it or its
Subsidiaries, that would be reasonably likely to result in a
Material Adverse Effect.

4.15 Federal Regulations

No part of the proceeds of any Loans will be used in
any transaction or for any purpose which violates the provisions
of Regulations T, U or X as now and from time to time hereafter
in effect.  If requested by any Bank or the Agent, the Company
will furnish to the Agent and each Bank a statement to the
foregoing effect in conformity with the requirements of Form FR
U-1 or Form FR G-3 referred to in Regulation U.

4.16 Investment Company Act; Other Regulations

The Company is not an "investment company", or a
company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.
Except as set forth in Schedule VII, the Company is not subject
to regulation under any Federal or State statute or regulation
(other than Regulation X) which limits its ability to incur
Indebtedness.

4.17 Solvency

Each of the Company, and the Company and its
Subsidiaries taken as a whole, is Solvent.

4.18 Casualties

Neither the businesses nor the properties of the
Company or any of its Subsidiaries are affected by any fire,
explosion, accident, strike, lockout or other material labor
dispute, drought, storm, hail, earthquake, embargo, act of God or
of the public enemy or other casualty (whether or not covered by
insurance) that could reasonably be expected to have a Material
Adverse Effect.

4.19 Business Activity

Except as set forth on Schedule VIII, neither the
Company nor any of its Subsidiaries is engaged in any line of
business that is not related to the healthcare industry other
than the sale of life insurance in connection with the sale of
medical insurance or other healthcare services, sale of long term
care insurance, or any business or activity which is immaterial
to the Company and its Subsidiaries on a consolidated basis.

4.20 Purpose of Loans

The proceeds of the Loans shall be used to repay any
amounts outstanding under the Existing Credit Agreement and to
finance any other lawful general corporate purpose, including
acquisitions, provided that no part of the proceeds of any Loans
will be used in any transaction or for any purpose which violates
the provisions of Regulation U as now and from time to time
hereafter in effect.

SECTION 5.     CONDITIONS

5.1  Conditions to the Closing Date

The obligations of each Bank to make the Loans
contemplated by subsections 2.1 and 2.2 and of the Issuing Bank
to issue Letters of Credit contemplated by subsection 3.1 shall
be subject to the compliance by the Company with its agreements
herein contained and to the satisfaction, on or before October
15, 2001, of the following conditions:

(a)  Loan Documents.  The Agent shall have received this
Agreement, executed and delivered by a duly authorized officer of
the Company, with a counterpart for each Bank.

(b)  Legal Opinions.  The Agent shall have received, with a copy
for each Bank, opinions rendered by (i) the assistant general
counsel of the Company, substantially in the form of Exhibit I-1,
and (ii) Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, substantially in the form of Exhibit I-2.

(c)  Closing Certificate.  The Agent shall have received, with a
copy for each Bank, a Closing Certificate, substantially in the
form of Exhibit H and dated the Closing Date, executed by a
Responsible Officer of the Company.

(d)  Legality, etc.  The consummation of the transactions
contemplated hereby shall not contravene, violate or conflict
with, any Requirement of Law including, without limitation, HMO
Regulations and Insurance Regulations, and all necessary
consents, approvals and authorizations of any Governmental
Authority or any Person to or of such consummation shall have
been obtained and shall be in full force and effect.

(e)  Fees.  The Agent shall have received the fees to be received
on the Closing Date referred to in subsection 2.4(b).

(f)  Corporate Proceedings.  The Agent shall have received, with
a copy for each Bank, a copy of the resolutions, in form and
substance reasonably satisfactory to the Agent, of the Board of
Directors of the Company authorizing (i) the execution, delivery
and performance of this Agreement, the Notes and the other Loan
Documents, and (ii) the borrowings contemplated hereunder,
certified by the Secretary or an Assistant Secretary of the
Company as of the Closing Date, which certificate shall state
that the resolutions thereby certified have not been amended,
modified, revoked or rescinded and shall be in form and substance
reasonably satisfactory to the Agent.

(g)  Corporate Documents.  The Agent shall have received, with a
copy for each Bank, true and complete copies of the certificate
of incorporation and by-laws of the Company, certified as of the
Closing Date as complete and correct copies thereof by the
Secretary or an Assistant Secretary of the Company.

(h)  No Material Litigation.  Except as previously disclosed to
the Agent and the Banks pursuant to subsection 4.3, no
litigation, inquiry, investigation, injunction or restraining
order (including any proposed statute, rule or regulation) shall
be pending, entered or threatened which, in the reasonable
judgment of the Required Banks, could reasonably be expected to
have a Material Adverse Effect.

(i)  Incumbency Certificate.  The Agent shall have received, with
a copy for each Bank, a certificate of the Secretary or an
Assistant Secretary of the Company, dated the Closing Date, as to
the incumbency and signature of the officers of the Company
executing each Loan Document and any certificate or other
document to be delivered by it pursuant hereto and thereto,
together with evidence of the incumbency of such Secretary or
Assistant Secretary.

(j)  Good Standing Certificates.  The Agent shall have received,
with a copy for each Bank, copies of certificates dated as of a
recent date from the Secretary of State or other appropriate
authority of such jurisdiction, evidencing the good standing of
the Company in its jurisdiction of incorporation and in Kentucky.

(k)  No Change.  There shall not have occurred any change or
development or event, and a Bank shall not have become aware of
any previously undisclosed information regarding the Company and
its Subsidiaries, which in each case, in the reasonable judgment
of the Required Banks, could reasonably be expected to have a
Material Adverse Effect.

(l)  Repayment of Outstanding Loans.  On the Closing Date, all
Loans and other amounts outstanding under the Existing Credit
Agreement, if any, shall be repaid contemporaneously with the
making of Loans hereunder and all commitments to extend credit
thereunder shall be terminated.

5.2  Conditions to Each Loan

The agreement of each Bank to make any extension of
credit requested to be made by it on any date is subject to the
satisfaction of the following conditions precedent:

(a)  Representations and Warranties.  Each of the representations
and warranties made by the Company and its Subsidiaries in or
pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of
such date.

(b)  No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to
the Loans requested to be made on such date.

(c)  Additional Matters.  All corporate and other proceedings,
and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Agreement
and the other Loan Documents shall be reasonably satisfactory in
form and substance to the Agent, and the Agent shall have
received such other documents, instruments, legal opinions or
other items of information reasonably requested by it, including,
without limitation, copies of any debt instruments, security
agreements or other material contracts to which the Company may
be a party in respect of any aspect or consequence of the
transactions contemplated hereby or thereby as it shall
reasonably request.

(d)  Regulations.  In the case of any Loan the proceeds of which
will be used, in whole or in part, to finance an acquisition,
such acquisition shall be in full compliance with all applicable
requirements of law, including, without limitation, Regulations
T, U and X of the Board of Governors of the Federal Reserve
System.

(e)  Governmental, Third Party Approvals.  In the case of any
Loan the proceeds of which will be used, in whole or in part, to
finance an acquisition, all necessary governmental and regulatory
approvals, and all third party approvals the failure to obtain
which would result in the acceleration of indebtedness unless
such indebtedness is paid when due, in connection with such
acquisition or in connection with this Agreement shall have been
obtained and remain in effect, and all applicable waiting periods
with respect to antitrust matters shall have expired without any
action being taken by any competent authority which restrains
such acquisition.

(f)  No Restraints.  In the case of any Loan the proceeds of
which will be used, in whole or in part, to finance an
acquisition, there shall exist no judgment, order, injunction or
other restraint which would prevent the consummation of such
acquisition.

(g)  Form FR U-1; Form FR G-3.  In the case of any Loan the
proceeds of which will be used, in whole or in part, to purchase
or carry Margin Stock, the Company shall have executed and
delivered to the Agent and each Bank a statement on Form FR U-1
referred to in Regulation U or, if applicable, Form FR G-3
referred to in Regulation U, showing compliance with Regulation U
after giving effect to such Loan.

(h)  Legal Opinion.  In the case of any Loan the proceeds of
which will be used, in whole or in part, to purchase or carry
Margin Stock, the Agent shall have received, with a copy for each
Bank, a written legal opinion of Fried, Frank, Harris, Shriver &
Jacobson, counsel to the Company, or such other counsel
reasonably acceptable to the Banks, to the effect that such Loan
and the Company's use of the proceeds thereof does not violate
Regulation U or Regulation X.

Each borrowing and each request for issuance of a Letter of
Credit by the Company hereunder shall constitute a representation
and warranty by the Company as of the date of such extension of
credit that the conditions contained in this subsection 5.2 have
been satisfied.

SECTION 6.     AFFIRMATIVE COVENANTS

The Company hereby agrees that, from and after the
Closing Date and so long as the Commitments remain in effect, any
Note or Letter of Credit remains outstanding and unpaid or any
other amount is owing to any Bank or the Agent hereunder, the
Company shall and (except in the case of delivery of financial
information, reports and notices) shall cause each of its
Subsidiaries to:

6.1  Taxes, Indebtedness, etc.

Duly pay, discharge or otherwise satisfy, or cause
to be paid, discharged or otherwise satisfied, before the same
shall become in arrears, all taxes, assessments, levies and other
governmental charges imposed upon such corporation and its
properties, sales and activities, or any part thereof, or upon
the income or profits therefrom; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity
or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Company or the Subsidiary in
question shall have set aside on its books appropriate reserves
in conformity with GAAP with respect thereto.  Each of the
Company and its Subsidiaries will promptly pay when due, or in
conformance with customary trade terms, all other Indebtedness,
liabilities and other obligations of whatever nature incident to
its operations; provided, however, that any such Indebtedness,
liability or obligation need not be paid if the validity or
amount thereof shall currently be contested in good faith and if
the Company or the Subsidiary in question shall have set aside on
its books appropriate reserves in conformity with GAAP with
respect thereto.

6.2  Maintenance of Properties; Maintenance of Existence.

Keep its material properties in good repair, working
order and condition and will comply at all times with the
provisions of all material leases and other material agreements
to which it is a party so as to prevent any material loss or
forfeiture thereof or thereunder unless compliance therewith is
being contested in good faith by appropriate proceedings and if
the Company or the Subsidiary in question shall have set aside on
its books appropriate reserves in conformity with GAAP with
respect thereto; and in the case of the Company or any Subsidiary
of the Company while such Person remains a Subsidiary, will do
all things necessary to preserve, renew and keep in full force
and effect and in good standing its corporate existence and all
rights, privileges and franchises necessary to continue such
businesses.

6.3  Insurance.

Maintain or cause to be maintained, with financially
sound and reputable insurers including any Subsidiary which is
engaged in the business of providing insurance protection,
insurance (including, without limitation, public liability
insurance, business interruption insurance, reinsurance for
medical claims and professional liability insurance against
claims for malpractice) with respect to its material properties
and business and the properties and business of its Subsidiaries
in at least such amounts and against at least such risks as are
customarily carried under similar circumstances by other
corporations engaged in the same or a similar business; and
furnish to each Bank, upon written request, full information as
to the insurance carried.  Such insurance may be subject to co-
insurance, deductibility or similar clauses which, in effect,
result in self-insurance of certain losses, and the Company may
self-insure against such loss or damage, provided that adequate
insurance reserves are maintained in connection with such self-
insurance.

6.4  Financial Statements.

The Company will and will cause each of its
Subsidiaries to maintain a standard modern system of accounting
in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and affairs
in accordance with GAAP consistently applied, and will furnish
(or make available via the IntraLinks website) the following to
the Agent and each Bank (if not provided via IntraLinks, in
duplicate if so requested):

(a)  Annual Statements.  As soon as available, and in any event
within 100 days after the end of each fiscal year, the
consolidated balance sheet as at the end of each fiscal year and
consolidated statements of profit and loss and of retained
earnings for such fiscal year of the Company and its
Subsidiaries, together with comparative consolidated figures for
the next preceding fiscal year, accompanied by reports or
certificates of PricewaterhouseCoopers, or, if they cease to be
the auditors of the Company, of other independent public
accountants of national standing and reputation, to the effect
that such balance sheet and statements were prepared in
accordance with GAAP consistently applied and fairly present the
financial position of the Company and its Subsidiaries as at the
end of such fiscal year and the results of their operations and
changes in financial position for the year then ended and the
statement of such accountants and of the treasurer of the Company
that such said accountants and treasurer have caused the
provisions of this Agreement to be reviewed and that nothing has
come to their attention to lead them to believe that any Default
exists hereunder or, if such is not the case, specifying such
Default or possible Default and the nature thereof.  In addition,
such financial statements shall be accompanied by a certificate
of the treasurer of the Company containing computations showing
compliance with subsections 7.1, 7.2, 7.3 and 7.5.

(b)  Quarterly Statements.  As soon as available, and in any
event within 55 days after the close of each of the first three
fiscal quarters of the Company and its Subsidiaries in each year,
consolidated balance sheets as at the end of such fiscal quarter
and consolidated profit and loss and retained earnings statements
for the portion of the fiscal year then ended, of the Company and
its Subsidiaries, together with computations showing compliance
with subsections 7.1, 7.2, 7.3 and 7.5, accompanied by a
certificate of the treasurer of the Company that such statements
and computations have been properly prepared in accordance with
GAAP, consistently applied, and fairly present the financial
position of the Company and its Subsidiaries as at the end of
such fiscal quarter and the results of their operations and
changes in financial position for such quarter and for the
portion of the fiscal year then ended, subject to normal audit
and year-end adjustments, and to the further effect that he has
caused the provisions of this Agreement and all other agreements
to which the Company or any of its Subsidiaries is a party and
which relate to Indebtedness to be reviewed, and has no knowledge
that any Default has occurred under this Agreement or under any
such other agreement, or, if said treasurer has such knowledge,
specifying such Default and the nature thereof.

(c)  ERISA Reports.  The Company will furnish the Agent with
copies of any request for waiver of the funding standards or
extension of the amortization periods required by Sections 303
and 304 of ERISA or Section 412 of the Code promptly after any
such request is submitted by the Company to the Department of
Labor or the Internal Revenue Service, as the case may be.
Promptly after a Reportable Event occurs, or the Company or any
of its Subsidiaries receives notice that the PBGC or any Control
Group Person has instituted or intends to institute proceedings
to terminate any pension or other Plan, or prior to the Plan
administrator's terminating such Plan pursuant to Section 4041 of
ERISA, the Company will notify the Agent and will furnish to the
Agent a copy of any notice of such Reportable Event which is
required to be filed with the PBGC, or any notice delivered by
the PBGC evidencing its institution of such proceedings or its
intent to institute such proceedings, or any notice to the PBGC
that a Plan is to be terminated, as the case may be.  The Company
will promptly notify each Bank upon learning of the occurrence of
any of the following events with respect to any Plan which is a
Multiemployer Plan:  a partial or complete withdrawal from any
Plan which may result in the incurrence by the Company or any of
is Subsidiaries of withdrawal liability in excess of $1,000,000
under Subtitle E of Title IV of ERISA, or of the termination,
insolvency or reorganization status of any Plan under such
Subtitle E which may result in liability to the Company or any of
its Subsidiaries in excess of $1,000,000.  In the event of such a
withdrawal, upon the request of the Agent or any Bank, the
Company will promptly provide information with respect to the
scope and extent of such liability, to the best of the Company's
knowledge.

6.5  Certificates; Other Information.

Furnish to the Agent and each Bank (or make available via the
IntraLinks website):

(a)  within five Business Days after the same are sent, copies of
all financial statements and reports which the Company sends to
its stockholders, and within five Business Days after the same
are filed, copies of all financial statements and reports which
the Company may make to, or file with, the Securities and
Exchange Commission;

(b)  not later than thirty days prior to the end of each fiscal
year of the Company, a schedule of the Company's insurance
coverage and such supplemental schedules with respect thereto as
the Agent and the Banks may from time to time reasonably request;

(c)  within five Business Days after the consummation of a
transaction described in subsection 7.4(c) or (d) or subsection
7.5(f) which, in each case, involves a Significant Subsidiary or
assets which, if they constituted a separate Subsidiary, would
constitute a Significant Subsidiary, a certificate of the
treasurer or chief financial officer of the Company demonstrating
pro forma compliance with the financial covenants in this
Agreement after giving effect to such transaction; and

(d)  promptly, such additional financial and other information as
any Bank may from time to time reasonably request.

6.6  Compliance with ERISA.

Each of the Company and its Subsidiaries will meet,
and will cause all Control Group Persons to meet, all minimum
funding requirements applicable to any Plan imposed by ERISA or
the Code (without giving effect to any waivers of such
requirements or extensions of the related amortization periods
which may be granted), and will at all times comply, and will
cause all Control Group Persons to comply, in all material
respects with the provisions of ERISA and the Code which are
applicable to the Plans.  At no time shall the aggregate actual
and contingent liabilities of the Company under Sections 4062,
4063, 4064 and other provisions of ERISA (calculated as if the
30% of collective net worth amount referred to in Section
4062(b)(1)(A)(i)(II) of ERISA exceeded the actual total amount of
unfunded guaranteed benefits referred to in Section
4062(B)(1)(A)(i)(I) of ERISA) with respect to all Plans (and all
other pension plans to which the Company, any Subsidiary, or any
Control Group Person made contributions prior to such time)
exceed $5,000,000.  Neither the Company nor its Subsidiaries will
permit any event or condition to exist which could permit any
Plan which is not a Multiemployer Plan to be terminated under
circumstances which would cause the lien provided for in Section
4068 of ERISA to attach to the assets of the Company or any of
its Subsidiaries.

6.7  Compliance with Laws.

Comply with all Contractual Obligations and
Requirements of Law (including, without limitation, the HMO
Regulations, Insurance Regulations, Regulation X and laws
relating to the protection of the environment), except where the
failure to comply therewith could not, in the aggregate, have a
Material Adverse Effect.

6.8  Inspection of Property; Books and Records; Discussions.

Keep proper books of records and account in which
full, true and correct entries in conformity with GAAP, all
Requirements of Law, including but not limited to, HMO
Regulations and Insurance Regulations, and the terms hereof shall
be made of all dealings and transactions in relation to its
business and activities; and permit, upon reasonable notice,
representatives of any Bank to visit and inspect any of its
properties and examine and make abstracts from any of its books
and records at any reasonable time and as often as may reasonably
be desired and to discuss the business, operations, properties
and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its
Subsidiaries and with its independent certified public
accountants.

6.9  Notices.

Promptly give notice to the Agent and each Bank of:

(a)  the occurrence of any Default or Event of Default;

(b)  any (i) default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries or (ii)
litigation, investigation or proceeding which exists at any time
between the Company or any of its Subsidiaries and any
Governmental Authority (including, without limitation, HMO
Regulators and Insurance Regulators), which in either case, if
not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect;

(c)  the commencement of any litigation or proceeding or a
material development or material change in any ongoing litigation
or proceeding affecting the Company or any of its Subsidiaries as
a result of which commencement, development or change the Company
or one of its Subsidiaries could reasonably be expected to incur
a liability (as a result of an adverse judgment or ruling,
settlement, incurrence of legal fees and expenses or otherwise)
of $10,000,000 or more and not covered by insurance or in which
material injunctive or similar relief is sought;

(d)  the following events, as soon as possible and in any event
within 30 days after the Company knows thereof:  (i) the
occurrence or expected occurrence of any Reportable Event with
respect to any Plan, or any withdrawal from, or the termination,
Reorganization or Insolvency of any Multiemployer Plan or (ii)
the institution of proceedings or the taking of any other action
by the PBGC or the Company or any Commonly Controlled Entity or
any Multiemployer Plan with respect to the withdrawal from, or
the terminating, Reorganization or Insolvency of, any Plan;

(e)  a development or event which could reasonably be expected to
have a Material Adverse Effect;

(f)  the material non-compliance with any Contractual Obligation
or Requirement of Law, including, without limitation, HMO
Regulations and Insurance Regulations, that is not currently
being contested in good faith by appropriate proceedings;

(g)  the revocation of any material license, permit,
authorization, certificate or, qualification of the Company or
any Subsidiary by any Governmental Authority, including, without
limitation, the HMO Regulators and Insurance Regulators; and

(h)  any significant change in or material additional restriction
placed on the ability of a Significant Subsidiary to continue
business as usual, including, without limitation, any such
restriction prohibiting the payment to the Company of dividends
by any Significant Subsidiary, by any Governmental Authority,
including, without limitation, the HMO Regulators and Insurance
Regulators.

Each notice pursuant to this subsection shall be accompanied by a
statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action the
Company proposes to take with respect thereto.

6.10 Maintenance of Licenses, Etc.

Preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, all licenses, permits,
authorizations, certifications and qualifications (including,
without limitation, those qualifications with respect to solvency
and capitalization) required under the HMO Regulations or the
Insurance Regulations in connection with the ownership or
operation of HMO's or insurance companies except were the failure
to do so would not result in a Material Adverse Effect.

6.11 Further Assurances.

Execute any and all further documents, and take all
further action which the Required Banks or the Agent may
reasonably request in order to effectuate the transactions
contemplated by the Loan Documents.

SECTION 7.     NEGATIVE COVENANTS

The Company hereby agrees that, from and after the
Closing Date and so long as the Commitments remain in effect, any
Note or Letter of Credit remains outstanding and unpaid or any
other amount is owing to any Bank or the Agent hereunder, the
Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly:

7.1  Financial Condition Covenants.

(a)  Maintenance of Net Worth.  Permit Consolidated Net Worth at
any time to be less than 75% of its Consolidated Net Worth of the
Company and its consolidated subsidiaries as at March 31, 2001
plus 50% of Consolidated Net Income for each full fiscal quarter
after March 31, 2001 (without any deduction for any such fiscal
quarter in which such Consolidated Net Income is a negative
number).

(b)  Interest Coverage.  Permit the ratio of (i) Consolidated
EBIT for any period of four consecutive fiscal quarters of the
Company ending with any fiscal quarter set forth below to (ii)
Consolidated Interest Expense during such period, to be less than
the ratio set forth opposite such period below:

Fiscal Quarter Ending   Interest Coverage Ratio
September 30, 2001 -           3.00
September 30, 2002

December 31, 2002 -            3.50
September 30, 2003

December 31. 2003 -            4.00
and thereafter

(c)  Maximum Leverage Ratio.  Permit the Leverage Ratio on the
last day of any full fiscal quarter of the Company ending with
any fiscal quarter set forth below to be more than the ratio set
forth opposite such period below:

Fiscal Quarter Ending     Leverage Ratio
September 30, 2001 -           3.00
September 30, 2002

December 31, 2002 -            2.75
September 30, 2003

December 31. 2003 -            2.50
and thereafter

7.2  Limitation on Subsidiary Indebtedness.

The Company shall not permit any of the Subsidiaries
of the Company to create, incur, assume or suffer to exist any
Indebtedness, except:

(a)  Indebtedness of any Subsidiary to the Company or any other
Subsidiary;

(b)  Indebtedness of a corporation which becomes a Subsidiary
after the date hereof, provided that (i) such indebtedness
existed at the time such corporation became a Subsidiary and was
not created in anticipation thereof and (ii) immediately before
and after giving effect to the acquisition of such corporation by
the Company no Default or Event of Default shall have occurred
and be continuing; or

(c)  additional Indebtedness of Subsidiaries of the Company not
exceeding $125,000,000 in aggregate principal amount at any one
time outstanding.

7.3  Limitation on Liens.

Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

(a)  Liens, if any, securing the obligations of the Company under
this Agreement and the Notes;

(b)  Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the
Company or its Subsidiaries, as the case may be, in conformity
with GAAP;

(c)  carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days
or which are being contested in good faith by appropriate
proceedings;

(d)  pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
legislation;

(e)  deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;

(f)  easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which,
in the aggregate, are not substantial in amount and which do not
in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct
of the business of the Company or such Subsidiary;

(g)  Liens in existence on the Closing Date listed on Schedule V,
securing Indebtedness in existence on the Closing Date, provided
that no such Lien is spread to cover any additional property
after the Closing Date and that the amount of Indebtedness
secured thereby is not increased;

(h)  Liens securing Indebtedness of the Company and its
Subsidiaries not prohibited hereunder incurred to finance the
acquisition of fixed or capital assets, provided that (i) such
Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (ii) such Liens do
not at any time encumber any property other than the property
financed by such Indebtedness and (iii) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 80%
of the original purchase price of such property;

(i)  Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof, provided that (i)
such Liens existed at the time such corporation became a
Subsidiary and were not created in anticipation thereof, (ii) any
such Lien is not spread to cover any other property or assets
after the time such corporation becomes a Subsidiary and (iii)
the amount of Indebtedness secured thereby, if any, is not
increased;

(j)  Liens on the Headquarters, Riverview Square, the
Waterside Garage, the Green Bay Facility, the Jacksonville
Facility and the Waterside Building; or

(k)  Liens not otherwise permitted under this subsection 7.3
securing obligations in an aggregate amount not exceeding at any
time 10% of Consolidated Net Tangible Assets as at the end of the
immediately preceding fiscal quarter of the Company.

7.4  Limitations on Fundamental Changes.

Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or make any material change in its method of
conducting business, or purchase or otherwise acquire all or
substantially all of the Capital Stock, or the
property, business or assets, of any other Person (other than any
Subsidiary) or any business division thereof except:

(a)  any Subsidiary of the Company may be merged or consolidated
with or into the Company (provided that the Company shall be the
continuing or surviving corporation) and any Subsidiary of the
Company may be merged or consolidated with or into any one or
more wholly owned Subsidiaries of the Company (provided that the
surviving corporation shall be a wholly owned Subsidiary);

(b)  the Company may merge into another corporation owned by the
Company for the purpose of causing the Company to be incorporated
in a different jurisdiction;

(c)  the Company or a wholly owned Subsidiary of the Company may
merge with another corporation, provided that (i) the Company or
such wholly owned Subsidiary (subject to clause (ii)), as the
case may be, shall be the continuing or surviving corporation of
such merger, (ii) in the case of a wholly owned Subsidiary of the
Company which is merged into another corporation which is the
continuing or surviving corporation of such merger, the Company
shall cause such continuing or surviving corporation to be a
wholly owned Subsidiary of the Company and (iii) immediately
before and after giving effect to such merger no Default or Event
of Default shall have occurred and be continuing; or

(d)  the Company and its Subsidiaries may purchase or otherwise
acquire all or substantially all of the Capital Stock, or the
property, business or assets, of any other Person, or any
business division thereof, so long as no Default or Event of
Default shall have occurred and be continuing.

7.5  Limitation on Sale of Assets.

Convey, sell, lease, assign, transfer or otherwise
dispose of any of its property, business or assets (including,
without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

(a)  obsolete or worn out property disposed of in the ordinary
course of business;

(b)  the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the
compromise or collection thereof;

(c)  the sale or other disposition of the Headquarters,
Riverview Square, the Waterside Garage, the Green Bay
Facility, the Jacksonville Facility and the Waterside Building;

(d)  the sale or other disposition of securities held for
investment purposes in the ordinary course of business;

(e)  any wholly owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or any other wholly
owned Subsidiary of the Company (except to a Subsidiary referred
to in subsection 7.2(b)); or

(f)  the sale or other disposition of any other property so long
as no Default or Event of Default shall have occurred and be
continuing; provided that the aggregate book value of all assets
so sold or disposed of in any period of twelve consecutive
calendar months shall not exceed in the aggregate 12% of the
Consolidated Assets of the Company and its Subsidiaries as on the
first day of such period.

7.6  Limitation on Distributions.

The Company shall not make any Distribution except
that, so long as no Default exists or would exist after giving
effect thereto, the Company may make a Distribution.

7.7  Transactions with Affiliates.

Enter into any transaction (unless such transaction
or a series of such transactions is immaterial) including,
without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with any Affiliate
(other than the Company and its Subsidiaries) unless such
transaction is otherwise permitted under this Agreement, is in
the ordinary course of the Company's or such Subsidiary's
business and is upon fair and reasonable terms no less favorable
to the Company or such Subsidiary, as the case may be, than it
would obtain in an arm's length transaction.

7.8  Sale and Leaseback.

Enter into any arrangement with any Person providing
for the leasing by the Company or any Subsidiary of real or
personal property which has been or is to be sold or transferred
by the Company or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of
the Company or such Subsidiary, unless such arrangement is upon
fair and reasonable terms no less favorable to the Company or
such Subsidiary than would be obtained in a comparable arm's
length transaction between an informed and willing seller or
lessor under no compulsion to sell or lease and an informed and
willing buyer or lessee under no compulsion to buy or lease.

SECTION 8.     DEFAULTS

8.1  Events of Default.

Upon the occurrence of any of the following events.

(a)  any default shall be made by the Company in any payment in
respect of: (i) interest on any of the Loans, any Reimbursement
Obligation or any fee payable hereunder as the same shall become
due and such default shall continue for a period of five days; or
(ii) any Reimbursement Obligation or principal of the Loans as
the same shall become due, whether at maturity, by prepayment, by
acceleration or otherwise; or

(b)  any default shall be made by either the Company or any
Subsidiary of the Company in the performance or observance of any
of the provisions of subsections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6,
7.7 and 7.8; or

(c)  any default shall be made in the due performance or
observance of any other covenant, agreement or provision to be
performed or observed by the Company under this Agreement, and
such default shall not be rectified or cured within a period of
30 days; or

(d)  any representation or warranty made or deemed made by the
Company herein or in any other Loan Document or which is
contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this
Agreement shall have been untrue in any material respect on or as
of the date made and the facts or circumstances to which such
representation or warranty relates shall not have been
subsequently corrected to make such representation or warranty no
longer incorrect in any material respect; or

(e)  any default shall be made in the payment of any item of
Indebtedness of the Company or any Subsidiary, or under the terms
of any agreement relating to any Indebtedness of the Company or
any Subsidiary, and such default shall continue without having
been duly cured, waived or consented to, beyond the period of
grace, if any, therein specified; provided, however, that such
default shall not constitute an Event of Default unless the
aggregate outstanding principal amount of such item of
Indebtedness and all other items of Indebtedness of the Company
and its Subsidiaries as to which such defaults exist and have
continued without being duly cured, waived or consented to beyond
the respective periods of grace, if any, therein specified
exceeds $25,000,000; or

(f)  either the Company or any Subsidiary shall be involved in
financial difficulties as evidenced:

(i)  by its commencement of a voluntary case under Title 11 of
the United States Code as from time to time in effect, or by its
authorizing, by appropriate proceedings of its board of directors
or other governing body, the commencement of such a voluntary
case;

(ii) by the filing against it of a petition commencing an
involuntary case under said Title 11 which shall not have been
dismissed within 60 days after the date on which said petition is
filed or by its filing an answer or other pleading within said 60-
day period admitting or failing to deny the material allegations
of such a petition or seeking, consenting or acquiescing in the
relief therein provided;

(iii)  by the entry of an order for relief in any involuntary
case commenced under said Title 11;

(iv) by its seeking relief as a debtor under any applicable law,
other than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors, or by its consenting to
or acquiescing in such relief;

(v)  by the entry of an order by a court of competent
jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
ordering or approving its liquidation, reorganization or any
modification or alteration of the rights of its creditors, or

(iii) assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property;
(vi) by its making an assignment for the benefit of, or entering
into a composition with, its creditors, or appointing or
consenting to the appointment of a receiver or other custodian
for all or a substantial part of its property;

(vii) the Company or any of  its Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or

(g)  a Change in Control of the Company shall occur;

(h)  (i)  any Person shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan,

(ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), whether or not waived, shall
exist with respect to any Plan,

(iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Banks, likely to result in the termination
of such Plan for purposes of Title IV of ERISA,

(iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA,

(v) the Company or any Commonly Controlled Entity shall, or
in the reasonable opinion of the Required Banks is likely to,
incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or

(vi) any other event or condition shall occur or exist,
with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such
events or conditions, if any, could subject the Company or any of
its Subsidiaries to any tax, penalty or other liabilities which
in the aggregate could have a Material Adverse Effect; or

(i)  one or more judgments or decrees shall be entered against
the Company or any of its Subsidiaries and such judgments or
decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 45 days from the entry thereof that

(i)  involves in the aggregate a liability (not paid or fully
covered by insurance) of $25,000,000 or more, or

(ii) could reasonably be expected to have a Material Adverse
Effect; or

(j)  (i) any material non-compliance by the Company or any
Significant Subsidiary with any term or provision of the HMO
Regulations or Insurance Regulations pertaining to fiscal
soundness, solvency or financial condition; or

(ii) the assertion in writing by an HMO Regulator or Insurance
Regulator that it is taking administrative action against the
Company or any Significant Subsidiary to revoke or suspend any
contract of insurance, license, permit, certification,
authorization, accreditation or charter or to enforce the
fiscal soundness, solvency or financial provisions or
requirements of the HMO Regulations or Insurance Regulations
against any of such entities and the Company or such Significant
Subsidiary shall have been unable to cause such HMO Regulator or
Insurance Regulator to withdraw such written notice within five
Business Days following receipt of such written notice by the
Company or such Significant Subsidiary, in each of clauses (i) and
(ii), to the extent such event will or is reasonably expected to
have a Material Adverse Effect; or

(k)  on or after the Closing Date,

(i)   for any reason any Loan Document ceases to be or is not
in full force and effect or

(ii)  the Company shall assert that any Loan Document has
ceased to be or is not in full force and effect; then, and in any
such event,

(A) if such event is an Event of Default specified in
paragraph (f) above with respect to the Company, automatically
the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit have presented the
documents required thereunder) shall immediately become due and
payable, and

(B) if such event is any other Event of Default, either
or both of the following actions may be taken:  (i) with the
consent of the Required Banks, the Agent may, or upon the
request of the Required Banks, the Agent shall, by notice to
the Company, declare the Commitments to be terminated forthwith,
whereupon the Commitments shall immediately terminate; and
(ii) with the consent of the Required Banks, the Agent may, or
upon the request of the Required Banks, the Agent shall, by
notice of default to the Company, declare the Loans hereunder
(with accrued interest thereon) and all other amounts owing under
this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents
required thereunder) (the "Bank Obligations") to be due and
payable forthwith, whereupon the same shall immediately become
due and payable.

With respect to all Letters of Credit as to which
presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Company
shall at such time deposit in a cash collateral account opened by
the Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit.  Amounts held in such
cash collateral account shall be applied by the Agent to the
payment of drafts drawn under such Letters of Credit, and the
unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied
to repay other obligations of the Company hereunder and under the
Notes.  After all such Letters of Credit shall have expired or
been fully drawn upon, all Reimbursement Obligations shall have
been satisfied and all other obligations of the Company hereunder
and under the Notes shall have been paid in full, the balance, if
any, in such cash collateral account shall be returned to the
Company.

Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind
are hereby expressly waived.

8.2  Annulment of Defaults.

An Event of Default shall not be deemed to be in
existence for any purpose of this Agreement if the Agent, with
the consent of or at the direction of the Required Banks, subject
to subsection 10.1, shall have waived such event in writing or
stated in writing that the same has been cured to its reasonable
satisfaction, but no such waiver shall extend to or affect any
subsequent Event of Default or impair any rights of the Agent or
the Banks upon the occurrence thereof.

8.3  Waivers.

The Company hereby waives to the extent permitted by
applicable law (a) all presentments, demands for performance,
notices of nonperformance (except to the extent required by the
provisions hereof), protests, notices of protest and notices of
dishonor in connection with any Reimbursement Obligation or any
of the Loans, (b) any requirement of diligence or promptness on
the part of any Bank in the enforcement of its rights under the
provisions of this Agreement, any Letter of Credit or any Note,
and (c) any and all notices of every kind and description which
may be required to be given by any statute or rule of law.

8.4  Course of Dealing.

No course of dealing between the Company and any
Bank shall operate as a waiver of any of the Banks' rights under
this Agreement or any Note.  No delay or omission on the part of
any Bank in exercising any right under this Agreement or any Note
or with respect to any of the Bank Obligations shall operate as a
waiver of such right or any other right hereunder.  A waiver on
any one occasion shall not be construed as a bar to or waiver of
any right or remedy on any future occasion.  No waiver or consent
shall be binding upon any Bank unless it is in writing and signed
by the Agent or such of the Banks as may be required by the
provisions of this Agreement.  The making of a Loan or issuance
of a Letter of Credit hereunder during the existence of a Default
shall not constitute a waiver thereof.

SECTION 9.     THE AGENT

9.1  Appointment.

Each Bank hereby irrevocably designates and appoints
The Chase Manhattan Bank as the Agent and CAF Loan Agent of such
Bank under this Agreement, and each such Bank irrevocably
authorizes The Chase Manhattan Bank, as the Agent and CAF Loan
Agent for such Bank, to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and
perform such duties as are expressly delegated to the Agent or
CAF Loan Agent, as the case may be, by the terms of this
Agreement, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any provision to the
contrary elsewhere in this Agreement, neither the Agent nor the
CAF Loan Agent shall have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship
with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be
read into this Agreement or otherwise exist against the Agent or
the CAF Loan Agent.

9.2  Delegation of Duties.

The Agent or the CAF Loan Agent may execute any of
its duties under this Agreement by or through agents or attorneys-
in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  Neither the Agent nor the CAF
Loan Agent shall be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable
care.

9.3  Exculpatory Provisions.

Neither the Agent nor the CAF Loan Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection
with this Agreement (except for its or such Person's own gross
negligence or willful misconduct), or (b) responsible in any
manner to any of the Banks for any recitals, statements,
representations or warranties made by the Company or any officer
thereof contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for
in, or received by the Agent or the CAF Loan Agent under or in
connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the Notes or for any failure of the Company to
perform its obligations hereunder.  Neither the Agent nor the CAF
Loan Agent shall be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Company.

9.4  Reliance by Agent.

The Agent and the CAF Loan Agent shall be entitled
to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it
to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by
the Agent or the CAF Loan Agent.  The Agent may deem and treat
the payee of any Note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer
thereof shall have been filed with the Agent.  The Agent and the
CAF Loan Agent shall be fully justified in failing or refusing to
take any action under this Agreement unless it shall first
receive such advice or concurrence of the Required Banks as it
deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or
continuing to take any such action.  The Agent and the CAF Loan
Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Notes in
accordance with a request of the Required Banks, and such request
and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks and all future holders of the Notes.

9.5  Notice of Default.

The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Bank or the
Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of
default".  In the event that the Agent receives such a notice,
the Agent shall promptly give notice thereof to the Banks.  The
Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required
Banks; provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Banks.

9.6  Non-Reliance on Agent and Other Banks.

Each Bank expressly acknowledges that neither the
Agent nor the CAF Loan Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent
or the CAF Loan Agent hereinafter taken, including any review of
the affairs of the Company, shall be deemed to constitute any
representation or warranty by the Agent to any Bank.  Each Bank
represents to the Agent and the CAF Loan Agent that it has,
independently and without reliance upon the Agent or the CAF Loan
Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Company
and made its own decision to make its Loans hereunder and enter
into this Agreement.  Each Bank also represents that it will,
independently and without reliance upon the Agent or the CAF Loan
Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking
or not taking action under this Agreement, and to make such
investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Company.  Except for notices, reports and
other documents expressly required to be furnished to the Banks
by the Agent or the CAF Loan Agent hereunder, neither the Agent
nor the CAF Loan Agent shall have any duty or responsibility to
provide any Bank with any credit or other information concerning
the business, operations, property, financial and other condition
or creditworthiness of the Company which may come into the
possession of the Agent or the CAF Loan Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

9.7  Indemnification.

The Banks agree to indemnify the Agent and the CAF
Loan Agent in its capacity as such (to the extent not reimbursed
by the Company and without limiting the obligation of the Company
to do so), ratably according to the respective amounts of their
then existing Commitments, from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at
any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Agent or the CAF Loan Agent
in any way relating to or arising out of this Agreement, or any
documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted
by the Agent or the CAF Loan Agent under or in connection with
any of the foregoing; provided that no Bank shall be liable for
the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's or the CAF
Loan Agent's gross negligence or willful misconduct.  The
agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

9.8  Agent and CAF Loan Agent in Its Individual Capacity.

The Agent and the CAF Loan Agent and its Affiliates
may make loans to, accept deposits from and generally engage in
any kind of business with the Company as though the Agent or the
CAF Loan Agent were not the Agent or the CAF Loan Agent
hereunder.  With respect to its Loans made or renewed by it and
any Note issued to it and with respect to any Letter of Credit
issued or participated in by it, the Agent and the CAF Loan Agent
shall have the same rights and powers under this Agreement as any
Bank and may exercise the same as though it were not the Agent,
and the terms "Bank" and "Banks" shall include the Agent or the
CAF Loan Agent in its individual capacity.

9.9  Successor Agent and CAF Loan Agent.

The Agent or the CAF Loan Agent may resign as Agent
or CAF Loan Agent, as the case may be, upon 10 days' notice to
the Banks.  If the Agent or the CAF Loan Agent shall resign as
Agent or CAF Loan Agent, as the case may be, under this
Agreement, then the Required Banks shall appoint from among the
Banks a successor agent for the Banks which successor agent shall
be approved by the Company, whereupon such successor agent shall
succeed to the rights, powers and duties of the Agent or CAF Loan
Agent, as the case may be, and the term "Agent" or "CAF Loan
Agent", as the case may be, shall mean such successor agent
effective upon its appointment, and the former Agent's or CAF
Loan Agent's rights, powers and duties as Agent or CAF Loan Agent
shall be terminated, without any other or further act or deed on
the part of such former Agent or CAF Loan Agent or any of the
parties to this Agreement or any holders of the Notes.  After any
retiring Agent's or CAF Loan Agent's resignation hereunder as
Agent or CAF Loan Agent, the provisions of this subsection 9.9
shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Agent or CAF Loan Agent under this
Agreement.

SECTION 10.    MISCELLANEOUS

10.1 Amendments and Waivers.

Neither this Agreement, any Note, nor any terms
hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this subsection.  With the
written consent of the Required Banks, the Agent and the Company
may, from time to time, enter into written amendments,
supplements or modifications hereto for the purpose of adding any
provisions to this Agreement or the Notes or changing in any
manner the rights of the Banks or of the Company hereunder or
thereunder or waiving, on such terms and conditions as the Agent
may specify in such instrument, any of the requirements of this
Agreement or the Notes or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (a) extend the
maturity (whether as stated, by acceleration or otherwise) of any
Note (subject to the extension provisions of subsection 2.5
hereof), or reduce the rate or extend the time of payment of
interest thereon, or reduce or extend the payment of any fee
payable to the Banks hereunder, or reduce the principal amount
thereof, or change the amount of any Bank's Commitment, in each
case without the consent of each Bank directly affected thereby,
or (b) amend, modify or waive any provision of this subsection
10.1 or reduce the percentage specified in the definition of
Required Banks or consent to the assignment or transfer by the
Company of any of its rights and obligations under this
Agreement, in each case without the written consent of all the
Banks, or (c) amend, modify or waive any provision of Section 9
without the written consent of the then Agent.  Any such waiver
and any such amendment, supplement or modification shall apply
equally to each of the Banks and shall be binding upon the
Company, the Banks, the Agent and all future holders of the
Notes.  In the case of any waiver, the Company, the Banks and the
Agent shall be restored to their former position and rights
hereunder and under the outstanding Notes, and any Default or
Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent
thereon.

10.2 Notices.

All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when
delivered by hand, or three Business Days after being deposited
in the mail, postage prepaid, or one Business Day after being
deposited with an overnight courier service, or, in the case of
telecopy notice, when sent, confirmation of receipt received,
addressed (i) in the case of notices, requests and demands to or
upon the Company, the Agent, and the CAF Loan Agent, as set forth
below and (ii) in the case of notices, requests and demands to or
upon any Bank, as set forth in an administrative questionnaire
delivered by such Bank to the Agent, or, in each case,  to such
other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes:

The Company:    Humana Inc.
The Humana Building
500 West Main Street
Louisville, Kentucky  40202
Attention:     Brett J. McIntyre,
Vice President and Treasurer
Telecopy:      (502) 580-4089

The Agent and
CAF Loan Agent: The Chase Manhattan Bank
270 Park Avenue
New York, New York  10017
Attention:     Dawn Lee Lum
Telecopy:      (212) 270-3279

with a copy to: Chase Agent Bank Services

One Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:     Janet Belden
Telecopy:      (212) 552-5658

provided that any notice, request or demand to or upon the Agent
or the Banks pursuant to Section 2 shall not be effective until
received.

10.3 No Waiver; Cumulative Remedies.

No failure to exercise and no delay in exercising,
on the part of the Agent or any Bank, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

10.4 Survival of Representations and Warranties.

All representations and warranties made hereunder
and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and
delivery of this Agreement and the Notes.

10.5 Payment of Expenses and Taxes; Indemnity.

(a)  The Company agrees

(i) to pay or reimburse the Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment,
supplement or modification to, this Agreement and the Notes and any
other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and
disbursements of counsel to the Agent,

(ii) to pay or reimburse each Bank and the Agent for all their
reasonable costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement,
the Notes and any such other documents, including, without
limitation, reasonable fees and disbursements of counsel
(including, without limitation, the allocated cost of in-house
counsel) to the Agent and to the several Banks, and

(iii) to pay, indemnify, and hold each Bank and the Agent
harmless from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, which may be payable
or determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement,
the Notes and any such other documents.

(b)  The Company will indemnify each of the Agent and the Banks
and the directors, officers and employees thereof and each
Person, if any, who controls each one of the Agent and the Banks
(any of the foregoing, an "Indemnified Person") and hold each
Indemnified Person harmless from and against any and all claims,
damages, liabilities and expenses (including without limitation
all fees and disbursements of counsel (including without
limitation, the allocated cost of in-house counsel) with whom an
Indemnified Person may consult in connection therewith and all
expenses of litigation or preparation therefor) which an
Indemnified Person may incur or which may be asserted against it
in connection with any litigation or investigation (whether or
not such Indemnified Person is a party to such litigation or
investigation) involving this Agreement, the use of any proceeds
of any Loans under this Agreement by the Company or any
Subsidiary, any officer, director or employee thereof, excluding
litigation commenced by the Company against any of the Agent or
the Banks which

(i) seeks enforcement of any of the Company's
rights hereunder and

(ii) is determined adversely to any of the
Agent or the Banks (all such non-excluded claims, damages,
liabilities and expenses, "Indemnified Liabilities"), provided
that the Company shall have no obligation hereunder to any
Indemnified Person with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities resulted from the gross
negligence or willful misconduct of such Indemnified Person.

(c)  The agreements in this subsection 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

10.6 Successors and Assigns; Participations; Purchasing Banks.

(a)  This Agreement shall be binding upon and inure
to the benefit of the Company, the Banks, the Agent, all future
holders of the Notes and their respective successors and assigns,
except that the Company may not assign or transfer any of its
rights or obligations under this Agreement without the prior
written consent of each Bank.

(b)  Any Bank other than a Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loans
owing to such Bank, any Notes held by such Bank, any Commitments
of such Bank and/or any other interests of such Bank hereunder
and under the other Loan Documents.  In the event of any such
sale by a Bank of a participating interest to a Participant, such
Bank's obligations under this Agreement to the other parties
under this Agreement shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank
shall remain the holder of any such Notes for all purposes under
this Agreement, and the Company and the Agent shall continue to
deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement and under the
other Loan Documents.  The Company agrees that if amounts
outstanding under this Agreement and the Notes are due or unpaid,
or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of offset in respect of its
participating interest in amounts owing under this Agreement and
any Notes to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under
this Agreement or any Notes, provided that such right of offset
shall be subject to the obligation of such Participant to share
with the Banks, and the Banks agree to share with such
Participant, as provided in subsection 10.7.  The Company also
agrees that each Participant shall be entitled to the benefits of
subsections 2.13, 2.14 and 2.15 with respect to its participation
in the Commitments and the Eurodollar Loans outstanding from time
to time; provided that no Participant shall be entitled to
receive any greater amount pursuant to such subsections than the
transferor Bank would have been entitled to receive in respect of
the amount of the participation transferred by such transferor
Bank to such Participant had no such transfer occurred.  No
Participant shall be entitled to consent to any amendment,
supplement, modification or waiver of or to this Agreement or any
Note, unless the same is subject to clause (a) of the proviso to
subsection 10.1.

(c)  Any Bank other than any Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time assign to one or more banks or other
entities ("CAF Loan Assignees") any CAF Loan owing to such Bank
and any Individual CAF Loan Note held by such Bank evidencing
such CAF Loan, pursuant to a CAF Loan Assignment executed by the
assignor Bank and the CAF Loan Assignee.  Upon such execution,
from and after the date of such CAF Loan Assignment, the CAF Loan
Assignee shall, to the extent of the assignment provided for in
such CAF Loan Assignment, be deemed to have the same rights and
benefits of payment and enforcement with respect to such CAF Loan
and Individual CAF Loan Note and the same rights of offset
pursuant to subsection 8.1 and under applicable law and
obligation to share pursuant to subsection 10.7 as it would have
had if it were a Bank hereunder; provided that unless such CAF
Loan Assignment shall otherwise specify and a copy of such CAF
Loan Assignment shall have been delivered to the Agent for its
acceptance and recording in the Register in accordance with
subsection 10.6(f), the assignor thereunder shall act as
collection agent for the CAF Loan Assignee thereunder, and the
Agent shall pay all amounts received from the Company which are
allocable to the assigned CAF Loan or Individual CAF Loan Note
directly to such assignor without any further liability to such
CAF Loan Assignee.  A CAF Loan Assignee under a CAF Loan
Assignment shall not, by virtue of such CAF Loan Assignment,
become a party to this Agreement or have any rights to consent to
or refrain from consenting to any amendment, waiver or other
modification of any provision of this Agreement or any related
document; provided that if a copy of such CAF Loan Assignment
shall have been delivered to the Agent for its acceptance and
recording in the Register in accordance with subsection 10.6(f),
neither the principal amount of, the interest rate on, nor the
maturity date of any CAF Loan or Individual CAF Loan Note
assigned to the CAF Loan Assignee thereunder will be modified
without the written consent of such CAF Loan Assignee.  If a CAF
Loan Assignee has caused a CAF Loan Assignment to be recorded in
the Register in accordance with subsection 10.6(f), such CAF Loan
Assignee may thereafter, in the ordinary course of its business
and in accordance with applicable law, assign such Individual CAF
Loan Note to any Bank, to any affiliate or subsidiary of such CAF
Loan Assignee or to any other financial institution that has
total assets in excess of $1,000,000,000 and that in the ordinary
course of its business extends credit of the type evidenced by
such Individual CAF Loan Note, and the foregoing provisions of
this subsection 10.6(c) shall apply, mutatis mutandis, to any
such assignment by a CAF Loan Assignee.  Except in accordance
with the preceding sentence, CAF Loans and Individual CAF Loan
Notes may not be further assigned by a CAF Loan Assignee, subject
to any legal or regulatory requirement that the CAF Loan
Assignee's assets must remain under its control.

(d)  Any Bank other than a Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time sell to any Bank or any Lender
Affiliate, and, with the consent of the Company (unless an Event
of Default is continuing) and the Agent (which in each case shall
not be unreasonably withheld) to one or more additional banks or
financial institutions ("Purchasing Banks") all or any part of
its rights and/or obligations under this Agreement and the Notes
pursuant to a Commitment Transfer Supplement, executed by such
Purchasing Bank, such transferor Bank and the Agent (and, in the
case of a Purchasing Bank that is not then a Bank or a Lender
Affiliate, and subject to the other qualifiers above, by the
Company); provided, however, that (i) the Commitments purchased
by such Purchasing Bank that is not then a Bank or a Lender
Affiliate shall be equal to or greater than $5,000,000 and (ii)
the transferor Bank which has transferred less than all of its
Loans and Commitments to any such Purchasing Bank shall retain a
minimum Commitment, after giving effect to such sale, equal to or
greater than $10,000,000.  For purposes of the proviso contained
in the previous sentence, the amounts described therein shall be
aggregated in respect of each Bank and its Lender Affiliates, if any.  Upon

(i) such execution of such Commitment Transfer
Supplement,

(ii) delivery of an executed copy thereof to the
Company and

(iii) payment by such Purchasing Bank, such Purchasing Bank
shall for all purposes be a Bank party to this Agreement and shall
have all the rights and obligations of a Bank under this Agreement,
to the same extent as if it were an original party hereto with the
Commitment Percentage of the Commitments set forth in such
Commitment Transfer Supplement.  Such Commitment Transfer Supplement
shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Bank
and the resulting adjustment of Commitment Percentages arising from
the purchase by such Purchasing Bank of all or a portion of the rights
and obligations of such transferor Bank under this Agreement and the
Notes.  Upon the consummation of any transfer to a Purchasing
Bank, pursuant to this subsection 10.6(d), the transferor Bank,
the Agent and the Company shall make appropriate arrangements so
that, if required, replacement Notes are issued to such
transferor Bank and new Notes or, as appropriate, replacement
Notes, are issued to such Purchasing Bank, in each case in
principal amounts reflecting their Commitment Percentages or, as
appropriate, their outstanding Loans as adjusted pursuant to such
Commitment Transfer Supplement.  Notwithstanding the foregoing,
any Conduit Lender may assign at any time to its designating Bank
hereunder without the consent of the Company or the Agent any or
all of the Loans it may have funded hereunder and pursuant to its
designation agreement and without regard to the limitations set
forth in the first sentence of this subsection 10.6(d).

(e)  The Agent shall maintain at its address referred to in
subsection 10.2 (a) copy of each CAF Loan Assignment and each
Commitment Transfer Supplement delivered to it and a register
(the "Register") for the recordation of

(i) the names and addresses of the Banks and the Commitment of,
and principal amount of the Loans owing to, each Bank from time to
time, and

(ii) with respect to each CAF Loan Assignment delivered to the
Agent, the name and address of the CAF Loan Assignee and the
principal amount of each CAF Loan owing to such CAF Loan
Assignee.  The entries in the Register shall be conclusive, in
the absence of manifest error, and the Company, the Agent and the
Banks may treat each Person whose name is recorded in the
Register as the owner of the Loan recorded therein for all
purposes of this Agreement.  The Register shall be available for
inspection by the Company or any Bank or CAF Loan Assignee at any
reasonable time and from time to time upon reasonable prior
notice.

(f)  Upon its receipt of a CAF Loan Assignment executed by an
assignor Bank and a CAF Loan Assignee, together with payment to
the Agent of a registration and processing fee of $2,500, the
Agent shall promptly accept such CAF Loan Assignment, record the
information contained therein in the Register and give notice of
such acceptance and recordation to the assignor Bank, the CAF
Loan Assignee and the Company.  Upon its receipt of a Commitment
Transfer Supplement executed by a transferor Bank and a
Purchasing Bank (and, in the case of a Purchasing Bank that is
not then a Bank or an affiliate thereof, by the Company and the
Agent) together with payment to the Agent of a registration and
processing fee of $4,000, the Agent shall

(i) promptly accept such Commitment Transfer Supplement

(ii) on the Transfer Effective Date determined pursuant thereto
record the information contained therein in the Register and give
notice of such acceptance and recordation to the Banks and the
Company.

(g)  The Company authorizes each Bank to disclose to any
Participant, CAF Loan Assignee or Purchasing Bank (each, a
"Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the
Company which has been delivered to such Bank by the Company
pursuant to this Agreement or which has been delivered to such
Bank by the Company in connection with such Bank's credit
evaluation of the Company prior to entering into this Agreement.

(h)  If, pursuant to this subsection 10.6, any interest in this
Agreement or any Note is transferred to a Non-U.S. Bank, the
transferor Bank shall cause such Transferee, concurrently with
the effectiveness of such transfer to comply with the provisions
of subsection 2.15.

(i)  For the avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning
assignments relate only to absolute assignments and that such
provisions do not prohibit assignments creating security
interests, including any pledge or assignment by a Bank to any
Federal Reserve Bank in accordance with applicable law.

(j)  Each of the Company, each Bank and the Agent hereby confirms
that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any state bankruptcy or similar law,
for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Bank designating any Conduit Lender
hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of
its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

10.7 Adjustments; Set-off.

(a)   Except to the extent that this Agreement provides
for payments to be allocated to a particular Bank or Banks, if
any Bank (a "Benefitted Bank") shall at any time receive any
payment of all or part of its Loans or the Reimbursement
Obligations owing to it, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or
involuntarily, by offset, pursuant to events or proceedings of
the nature referred to in subsection 8.1(f), or otherwise) in a
greater proportion than any such payment to and collateral
received by any other Bank, if any, in respect of such other
Bank's Loans or the Reimbursement Obligations owing to it, or
interest thereon, such Benefitted Bank shall purchase for cash
from the other Banks such portion of each such other Bank's Loans
or the Reimbursement Obligations then owing to it, or shall
provide such other Banks with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to
cause such Benefitted Bank to share the excess payment or
benefits of such collateral or proceeds ratably with each of the
Banks; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such
Benefitted Bank, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such
recovery, but without interest.  The Company agrees that each
Bank so purchasing a portion of another Bank's Loan may exercise
all rights of a payment (including, without limitation, rights of
offset) with respect to such portion as fully as if such Bank
were the direct holder of such portion.

(b)  In addition to any rights and remedies of the Banks provided
by law, at any time when an Event of Default is in existence,
each Bank shall have the right, without prior notice to the
Company, any such notice being expressly waived by the Company to
the extent permitted by applicable law, upon any amount becoming
due and payable by the Company hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and
appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by
such Bank or any branch or agency thereof to or for the credit or
the account of the Company, as the case may be.  Each Bank agrees
promptly to notify the Company and the Agent after any such
setoff and application made by such Bank, provided that the
failure to give such notice shall not affect the validity of such
setoff and application.

10.8 Counterparts.

This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts
and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of
this Agreement signed by all the parties shall be lodged with the
Company and the Agent.

10.9 GOVERNING LAW.

THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

10.10 WAIVERS OF JURY TRIAL.

THE COMPANY, THE AGENT, THE CAF LOAN AGENT AND THE
BANKS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

10.11     Submission To Jurisdiction; Waivers.

The Company hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-
exclusive general jurisdiction of the Courts of the State of New
York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof; and

(b)  consents that any such action or proceeding may be brought
in such courts, and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in
any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same.

10.12     Confidentiality of Information.

Each Bank acknowledges that some of the information
furnished to such Bank pursuant to this Agreement may be received
by such Bank prior to the time such information shall have been
made public, and each Bank agrees that it will keep all
information so furnished confidential and shall make no use of
such information until it shall have become public, except

(a) in connection with matters involving operations under or
enforcement of this Agreement or the Notes,

(b) in accordance with each Bank's obligations under law or
regulation or pursuant to subpoenas or other process to make information
available to governmental and regulatory agencies and examiners or to others,

(c) to each Bank's Affiliates, employees, agents (including
accountants, legal counsel and other advisors) and Transferees
and prospective Transferees so long as such Persons agree to be
bound by this subsection 10.12 and (d) with the prior written
consent of the Company.

10.13     Existing Credit Agreement.

Each Bank which is a Bank party to the Existing
Credit Agreement and the Company acknowledge that the commitments
under the Existing Credit Agreement will terminate on the Closing
Date, and each such Bank hereby waives any requirement of the
Existing Credit Agreement that the Company give any notice of
such termination.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

HUMANA INC.

By: /s/ Brett J. McIntyre
Name: Brett J. McIntyre
Title:Vice President and Treasurer

THE CHASE MANHATTAN BANK, as Agent,
as CAF Loan Agent and as a Bank

By: /s/ Dawn Lee Lum
Name: Dawn Lee Lum 
Title:Vice President

Bank of America, N.A.           

By:     /s/ Joseph L. Corah
Name:     Joseph L. Corah
Title:    Principal

Bank of Louisville

By:     /s/ S. Gordon Dabney, Jr.
Name:    S. Gordon Dabney, Jr.
Title:   Senior Vice President

Citibank, N.A.
(Name of Institution)

By:   /s/ David Dodge
Name:  David Dodge
Title: Managing Director

Firstar Bank, N.A.
(Name of Institution)

By:  /s/  Sandra J. Hartay
Name:  Sandra J. Hartay
Title: Vice President

Lehman Commercial Paper Inc.
(Name of Institution)

By:  /s/  Michele Swanson
Name:  Michele Swanson
Title: Authorized Signatory

National City Bank of Kentucky
(Name of Institution)

By:   /s/ Deroy Scott
Name:  Deroy Scott
Title: Senior Vice President

PNC Bank, National Association
As Co-Agent and Bank

By:    /s/ Nicholas A. Aponte
Name:  Nicholas A. Aponte
Title: Vice President

The Bank of New York
(Name of Institution)

By:  /s/  Michael Flannery
Name:  Michael Flannery
Title: Vice President

THE BANK OF NOVA SCOTIA
(Name of Institution)

By:  /s/  William J. G. Brown
Name:  William J.G. Brown
Title: Managing Director

Wachovia Bank, N.A.
(Name of Institution)

By:  /s/  Barry K. Love
Name:   Barry K. Love
Title:  SVP

SCHEDULE I

Commitment Amounts and Percentages;
Lending Offices; Address for Notices

A.   Commitment Amounts and Percentages

Name of Bank                                Commitment  Commitment
Amount    Percentage

THE CHASE MANHATTAN BANK                    $42,250,000   15.94%
BANK OF AMERICA, N.A.                       $32,250,000   12.17%
CITIBANK, N.A.                              $32,250,000   12.17%
WACHOVIA BANK, N.A.                         $32,250,000   12.17%
FIRSTAR BANK, N.A.                          $25,000,000    9.43%
THE BANK OF NOVA SCOTIA                     $25,000,000    9.43%
LEHMAN COMMERCIAL PAPER INC.                $25,000,000    9.43%
PNC BANK, NATIONAL ASSOCIATION              $17,500,000    6.61%
NATIONAL CITY BANK OF KENTUCKY              $12,500,000    4.72%
THE BANK OF NEW YORK                        $12,500,000    4.72%
THE BANK OF LOUISVILLE                      $ 8,500,000     3.21%

TOTAL      $265,000,000  100.00%

B.   LENDING OFFICES; ADDRESSES FOR NOTICES

THE CHASE MANHATTAN BANK

270 Park Ave, 48th Floor
New York, NY 10017
Attention: Dawn Lee Lum
Telephone: (212) 270-2472

PNC BANK

500 West Jefferson St.
Louisville, KY 40202
Attention: Paula Fryland
Telephone: (502) 581-2244

THE BANK OF NOVA SCOTIA

600 Peachtree St. N.E., Suite 2700
Atlanta, GA 30308
Attention: Carolyn Calloway
Telephone: (404) 877-1507

LEHMAN BROTHERS HOLDINGS, INC

To be determined

FIRSTAR BANK, N.A.

777 East Wisconsin Avenue
Milwaukee, WI 53202
Attention: Sandra Hartay
Telephone: (414) 765-6004

THE BANK OF NEW YORK

One Wall Street, 8th Floor
New York, NY 10286
Attention: Mike Flannery
Telephone: (212) 635-7885

NATIONAL CITY BANK OF KENTUCKY

101 South Fifth Street
Louisville, KY 40202
Attention: Scott Deroy
Telephone: (502) 581-7821

BANK OF AMERICA, N.A.

100 N. Tryon Street
Charlotte, NC 28255
Attention: Joe Corah
Telephone: (704) 386-5976

WACHOVIA BANK, N.A.

191 Peachtree Street, N.E., 30th Floor
Atlanta, GA 30303
Attention: M. Eugene Wood, III
Telephone (404) 332-1352

CITIBANK, N.A.

399 Park Ave, 12th Floor
New York, NY 10043
Attention: David Dodge
Telephone: (212) 816-3995

THE BANK OF LOUISVILLE

500 West Broadway
Louisville, KY  40402
Attention: Dabney Gordon
Telephone:  (502) 562-5800

SCHEDULE II

PRICING GRID

Public Debt     Alternate     Eurodollar      Facility Fee   L/C Fee
Ratings         Base Rate       Margin
S&P/Moody's       Margin

Level 1         > 0 bps         80 bps          20.0 bps     92.5 bps
BBB+/Baa1
Level 2         > 0 bps         90 bps          22.5 bps    102.5 bps
BBB/Baa2
Level 3 >     BBB- 0 bps       100 bps          25.0 bps    112.5 bps
/Baa3
Level 4         > 15 bps       115 bps          35.0 bps    127.5 bps
BB+/Ba1
Level 5         < 25 bps       125 bps          50.0 bps    137.5 bps
BB+/Ba1

Pricing will be determined based upon the lower of the ratings
from S&P or Moody's, but in the event the Company's ratings are
more than one Level apart, the pricing will be determined by
using the rating which is one Level above the lower rating;
provided, that (i) if on any day the ratings from S&P or Moody's
are not at the same Level, then the Level applicable to the
lower of such ratings shall be applicable for such day, (ii) if
on any day the rating of only one of S&P or Moody's is
available, then the Level of such rating shall be applicable for
such day and (iii) if on any day a rating is available from
neither of S&P or Moody's, then Level 5 shall be applicable for
such day.  Any change in the applicable Level resulting from a
change in the rating of a S&P or Moody's shall become effective
on the date such change is publicly announced by S&P or Moody's,
as applicable.

Execution Copy

RFC LOAN AGREEMENT

among

HUMANA INC.,

THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,

RELATIONSHIP FUNDING COMPANY, LLC,

AND

THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A.,

CITIBANK, N.A.,

and

WACHOVIA BANK,

and

J.P. MORGAN SECURITIES INC.

DATED AS OF OCTOBER 11, 2001

TABLE OF CONTENTS

Page

SECTION 1.     DEFINITIONS                                      1

1.1  Defined Terms                                         1
1.2  Other Definitional Provisions                        17

SECTION 2.     AMOUNT AND TERMS OF LOANS                       17

2.1  RFC Loans                                            18
2.2  Repayment of RFC Loans; Evidence of Debt             19
2.3  Fees                                                 20
2.4  Termination or Changes to Facility Amount or RFC
Facility Amount                                      20
2.5  Prepayments                                          21
2.6  Conversion Options; Minimum Amount of RFC Loans.     21
2.7  Interest Rate and Payment Dates for RFC Loans        22
2.8  Computation of Interest and Fees                     23
2.9  Inability to Determine Interest Rate                 24
2.10 Pro Rata Borrowings and Payments                     24
2.11 Illegality                                           25
2.12 Requirements of Law                                  26
2.13 Capital Adequacy                                     27
2.14 Taxes                                                27
2.15 Indemnity                                            29
2.16 Application of Proceeds of RFC Loans                 29
2.17 Notice of Certain Circumstances; Assignment of
Commitments Under Certain Circumstances              29
2.18 Regulation U                                         30
2.19 Purchase after Wind-Down Event or on Termination Date.31
2.20 Additional Fee Payable to Downgraded Banks.          31

SECTION 3.     REPRESENTATIONS AND WARRANTIES                  32

3.1  Corporate Existence; Compliance with Law             32
3.2  No Legal Obstacle to Agreement; Enforceability       32
3.3  Litigation                                           33
3.4  Disclosure                                           33
3.5  Defaults                                             33
3.6  Financial Condition                                  33
3.7  Changes in Condition                                 34
3.8  Assets                                               34
3.9  Tax Returns                                          34
3.10 Contracts, etc                                       35
3.11 Subsidiaries                                         35
3.12 Burdensome Obligations                               35
3.13 Pension Plans                                        35
3.14 Environmental and Public and Employee Health and
Safety Matters                                       36
3.15 Federal Regulations                                  36
3.16 Investment Company Act; Other Regulations            36
3.17 Solvency                                             36
3.18 Casualties                                           36
3.19 Business Activity                                    37
3.20 Purpose of RFC Loans                                 37

SECTION 4.     CONDITIONS                                      37

4.1  Conditions to the Closing Date                       37
4.2  Conditions to Each Loan                              38

SECTION 5.     AFFIRMATIVE COVENANTS                           40

5.1  Taxes, Indebtedness, etc                             40
5.2  Maintenance of Properties; Maintenance of Existence  40
5.3  Insurance                                            41
5.4  Financial Statements                                 41
5.5  Certificates; Other Information                      42
5.6  Compliance with ERISA                                43
5.7  Compliance with Laws                                 43
5.8  Inspection of Property; Books and Records; Discussions43
5.9  Notices                                              43
5.10 Maintenance of Licenses, Etc                         44
5.11 Further Assurances                                   45

SECTION 6.     NEGATIVE COVENANTS                              45

6.1  Financial Condition Covenants.                       45
6.2  Limitation on Subsidiary Indebtedness                46
6.3  Limitation on Liens                                  46
6.4  Limitations on Fundamental Changes                   47
6.5  Limitation on Sale of Assets                         48
6.6  Limitation on Distributions                          49
6.7  Transactions with Affiliates                         49
6.8  Sale and Leaseback                                   49

SECTION 7.     DEFAULTS                                        49

7.1  Events of Default                                    49
7.2  Annulment of Defaults                                52
7.3  Waivers                                              52
7.4  Course of Dealing                                    52

SECTION 8.     THE AGENT                                       53

8.1  Appointment                                          53
8.2  Delegation of Duties                                 53
8.3  Exculpatory Provisions                               53
8.4  Reliance by Agent                                    54
8.5  Notice of Default                                    54
8.6  Non-Reliance on Agent and Other Banks                54
8.7  Indemnification                                      55
8.8  Agent in Its Individual Capacity                     55
8.9  Successor Agent                                      55

SECTION 9.     MISCELLANEOUS                                   55

9.1  Amendments and Waivers                               56
9.2  Notices                                              56
9.3  No Waiver; Cumulative Remedies                       57
9.4  Survival of Representations and Warranties           57
9.5  Payment of Expenses and Taxes; Indemnity             57
9.6  Successors and Assigns; Participations; Purchasing
Banks                                                58
9.7  Adjustments; Set-off                                 61
9.8  Counterparts                                         62
9.9  GOVERNING LAW                                        62
9.10 WAIVERS OF JURY TRIAL                                62
9.11 Submission To Jurisdiction; Waivers                  62
9.12 Confidentiality of Information                       62
9.13 Bankruptcy Petition Against RFC.                     63
9.14 Special RFC Indemnity.                               63
9.15 Limited Recourse.                                    63

SCHEDULES

SCHEDULE I     Lending Offices; Addresses for Notice
SCHEDULE II    Pricing Grid
SCHEDULE III   Indebtedness
SCHEDULE IV    Subsidiaries of the Company
SCHEDULE V     Liens
SCHEDULE VI    Certain Acquisitions and Dispositions
SCHEDULE VII   Other Regulations
SCHEDULE VIII  Business Activities

EXHIBITS

EXHIBIT A      Form of Revolving Credit Note
EXHIBIT B      Form of Transfer Supplement
EXHIBIT C      Form of Closing Certificate
EXHIBIT D-1    Form of Company Counsel Opinion
EXHIBIT D-2    Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson

RFC LOAN AGREEMENT, dated as of October 11, 2001, among
HUMANA INC., a Delaware corporation (the "Company"), RELATIONSHIP
FUNDING COMPANY, LLC, a Delaware limited liability company
("RFC"), the institutions listed in the signature pages hereto as
Liquidity Institutions (together with their successors and
permitted assigns, the "Banks") and THE CHASE MANHATTAN BANK, a
New York banking corporation, as administrative agent for RFC and
the Banks (in such capacity, the "Agent").

W I T N E S S E T H:

WHEREAS, the Company has requested RFC to make
revolving loans to it hereunder; and

WHEREAS, RFC may from time to time, in its sole
discretion, agree to make such loans to the Company upon and
subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto hereby agree as
follows:

SECTION 1.     DEFINITIONS

1.1  Defined Terms.

As used in this Agreement, the following terms have
the following meanings:

"Admitted Asset":  with respect to any HMO Subsidiary
or Insurance Subsidiary, any asset of such HMO subsidiary or
Insurance Subsidiary which qualifies as an "admitted asset"
(or any like item) under the applicable Insurance
Regulations and HMO Regulations.

"Affiliate":  as to any Person, any other Person (other
than a Subsidiary) which, directly or indirectly, is in
control of, is controlled by, or is under common control
with, such Person.  For purposes of this definition,
"control" of a Person means the power, directly or
indirectly, either to direct or cause the direction of the
management and policies of such Person, whether by contract
or otherwise.

"Aggregate Outstanding Extensions of Credit":  an
amount equal to the aggregate principal amount of all RFC
Loans then outstanding.

"Agreement":  this agreement, as the same may be
amended, supplemented or otherwise modified from time to
time.

"Alternate Base Rate":  for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1%
and (c) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%.  For purposes hereof:  "Prime Rate"
shall mean the rate of interest per annum publicly announced
from time to time by the Agent as its prime rate in effect
at its principal office in New York City (each change in the
Prime Rate to be effective on the date such change is
publicly announced); "Base CD Rate" shall mean the sum of
(a) the product of (i) the Three-Month Secondary CD Rate and
(ii) a fraction, the numerator of which is one and the
denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for
three-month certificates of deposit reported as being in
effect on such day (or, if such day shall not be a Business
Day, the next preceding Business Day) by the Board of
Governors of the Federal Reserve System (the "Board")
through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of
deposit of major money center banks in New York City
received at approximately 10:00 A.M., New York City time, on
such day (or, if such day shall not be a Business Day, on
the next preceding Business Day) by the Agent from three New
York City negotiable certificate of deposit dealers of
recognized standing selected by it; "C/D Reserve Percentage"
shall mean, for any day, that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by
the Board (or any successor), for determining the maximum
reserve requirement for a member bank of the Federal Reserve
System in New York City with deposits exceeding one billion
Dollars in respect of new non-personal three-month
certificates of deposit in the secondary market in Dollars
in New York City and in an amount of $100,000 or more; "C/D
Assessment Rate" shall mean, for any day, the net annual
assessment rate (rounded upward to the nearest 1/100th of
1%) determined by The Chase Manhattan Bank to be payable on
such day to the Federal Deposit Insurance Corporation or any
successor ("FDIC") for FDIC's insuring time deposits made in
Dollars at offices of The Chase Manhattan Bank in the United
States; and "Federal Funds Effective Rate" shall mean, for
any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for the day of such transactions received
by the Agent from three federal funds brokers of recognized
standing selected by it.  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall
be effective on the effective day of such change in the
Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

"Allocated Commercial Paper":  has the meaning assigned
to it in the definition of CP Breakage Costs.

"Alternate Base Rate Loans":  RFC Loans held by the
Banks hereunder at such time as they are made and/or being
maintained at a rate of interest based upon the Alternate
Base Rate.

"Applicable Margin":  for each Type of RFC Loan (other
than CP Rate Loans), the rate per annum applicable to such
type determined in accordance with the Pricing Grid.

"Available Facility Amount":  at a particular time, an
amount equal to the difference between (a) the amount of the
Facility Amount at such time and (b) the Aggregate
Outstanding Extensions of Credit at such time.

"Bank Funded Loans":  RFC Loans that have been made by
the Banks pursuant to subsection 2.1(c) or purchased by the
Banks pursuant to the Liquidity Agreement.  RFC Loans
purchased by the Banks pursuant to the Liquidity Agreement
shall be RFC Loans until the earliest to occur of  (i) such
RFC Loans being repaid pursuant hereto, (ii) such RFC Loans
being repurchased by RFC pursuant to Section 4.12 of the
Liquidity Agreement and (iii) such RFC Loans being converted
into loans under the 364 Day Facility pursuant to Section
2.19.

"Banks":  as defined in the preamble hereto.

"Benefited Bank":  as defined in subsection 9.7.

"Borrowing Date":  any Business Day specified in a
notice pursuant to subsection 2.1(b) or 2.1(c) as a date on
which the Company requests RFC or each Bank (as the case may
be) to make an RFC Loan hereunder.

"Business Day":  a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are
authorized or required by law to close, provided, that with
respect to notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in
Dollar deposits in the interbank eurodollar market.

"Capital Stock":  any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the
foregoing.

"Change in Control":  of any corporation, shall occur
where (a) any Person or "group" (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended), other than the Company, shall acquire more than
30% of the Voting Stock of such corporation or (b) the
Continuing Directors shall not constitute a majority of the
board of directors of such corporation.

"Closing Date":  the date on which all of the
conditions precedent for the Closing Date set forth in
Section 4 shall have been fulfilled.

"Code":  the Internal Revenue Code of 1986, as amended
from time to time.

"Commercial Paper" means any short-term promissory
notes issued by the CP Issuer in the commercial paper
market.

"Commitment":  as to any Bank, its Commitment as
defined in the Liquidity Agreement.

"Commitment Percentage":  as to any Bank, the
percentage of the aggregate Commitments constituted by such
Bank's Commitment.

"Commonly Controlled Entity":  an entity, whether or
not incorporated, which is under common control with the
Company within the meaning of Section 4001 of ERISA or is
part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

"Conduit Lender":  any special purpose corporation
organized and administered by any Bank for the purpose of
making RFC Loans otherwise required to be made by such Bank
and designated by such Bank in a written instrument;
provided, that the designation by any Bank of a Conduit
Lender shall not relieve the designating Bank of any of its
obligations to fund a RFC Loan under this Agreement if, for
any reason, its Conduit Lender fails to fund any such RFC
Loan, and the designating Bank (and not the Conduit Lender)
shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this
Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to
receive any greater amount pursuant to Section 2.12, 2.13,
2.14, 2.15 or 9.5 than the designating Bank would have been
entitled to receive in respect of the extensions of credit
made by such Conduit Lender (and each Bank which designates
a Conduit Lender shall indemnify the Company against any
increased taxes, costs, expenses, liabilities or losses
associated with any payment thereunder to such Conduit
Lender) or (b) be deemed to have any Commitment.

"Consolidated Assets":  the consolidated assets of the
Company and its Subsidiaries, determined in accordance with
GAAP.

"Consolidated EBIT":  for any period for which the
amount thereof is to be determined, Consolidated Net Income
for such period plus all amounts deducted in computing such
Consolidated Net Income in respect of Consolidated Interest
Expense and income taxes, all determined in accordance with
GAAP; provided, that for purposes of calculating
Consolidated EBIT for any period of four full fiscal
quarters, (i) the Consolidated EBIT attributable to any
Person or business unit acquired by the Company or its
Subsidiaries during such period (such Consolidated EBIT to
be calculated in the same manner as Consolidated EBIT for
the Company and its Subsidiaries is calculated, mutatis
mutandis, provided that amounts arising prior to the time
such acquired Person or business unit was acquired
attributable to (a) any discontinued operations or products
of the acquired Person or business unit or (b) operations or
products of the acquired Person or business unit which the
Company expects to discontinue as disclosed in the Company's
reports filed with the Securities and Exchange Commission
within three months after the date of acquisition of such
Person or business unit shall be excluded in such
calculation) shall be included on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence,
assumption or repayment of any Indebtedness in connection
therewith occurred on the first day of such period of four
full fiscal quarters) and (ii) the Consolidated EBIT of any
Person or business unit disposed of by the Company or its
Subsidiaries during such period (such Consolidated EBIT to
be calculated in the same manner as Consolidated EBIT for
the Company and its Subsidiaries is calculated, mutatis
mutandis) shall be deducted on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such disposition and the repayment of
any Indebtedness in connection therewith occurred on the
first day of such period of four full fiscal quarters).

"Consolidated EBITDA":  for any fiscal period for which
the amount thereof is to be determined, Consolidated EBIT
for such fiscal period plus, to the extent deducted from
Consolidated Net Income for such fiscal period, depreciation
and amortization for such fiscal period.

"Consolidated Interest Expense":  for any period for
which the amount thereof is to be determined, all amounts
deducted in computing Consolidated Net Income for such
period in respect of interest expense on Indebtedness
determined in accordance with GAAP; provided, that for
purposes of calculating Consolidated Interest Expense for
any period of four full fiscal quarters, (i) the
Consolidated Interest Expense of any Person or business unit
acquired by the Company or its Subsidiaries during such
period (such Consolidated Interest Expense to be calculated
in the same manner as Consolidated Interest Expense for the
Company and its Subsidiaries is calculated, mutatis
mutandis, provided that amounts arising prior to the time
such acquired Person or business unit was acquired
attributable to (a) any discontinued operations or products
of the acquired Person or business unit or (b) operations or
products of the acquired Person or business unit which the
Company expects to discontinue as disclosed in the Company's
reports filed with the Securities and Exchange Commission
within three months after the date of acquisition of such
Person or business unit shall be excluded in such
calculation) shall be included on a pro forma basis for such
period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence,
assumption or repayment of any Indebtedness in connection
therewith occurred on the first day of such period of four
full fiscal quarters) and (ii) the Consolidated Interest
Expense of any Person or business unit disposed of by the
Company or its Subsidiaries during such period (such
Consolidated Interest Expense to be calculated in the same
manner as Consolidated Interest Expense for the Company and
its Subsidiaries is calculated, mutatis mutandis) shall be
deducted on a pro forma basis for such period of four full
fiscal quarters (assuming the consummation of each such
disposition and the repayment of any Indebtedness in
connection therewith occurred on the first day of such
period of four full fiscal quarters).  Consolidated Interest
Expense shall in any event include the Synthetic Lease
Interest Component of any Synthetic Lease entered into by
the Company or any of its Subsidiaries.

"Consolidated Net Income":  for any period, the
consolidated net income, if any, after taxes, of the Company
and its Subsidiaries for such period determined in
accordance with GAAP; provided, that, for all purposes other
than subsection 6.1(a), Consolidated Net Income shall not be
reduced or increased by the amount of any non-cash
extraordinary charges or credits that would otherwise be
deducted from or added to revenue in determining such
Consolidated Net Income.

"Consolidated Net Tangible Assets":  at any date, the
total amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all
current liabilities as disclosed on the consolidated balance
sheet of the Company (excluding any thereof which are by
their terms extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time
as of which the amount thereof is being computed and
excluding any deferred income taxes that are included in
current liabilities), and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense
and other like intangible assets, all as set forth on the
most recent consolidated balance sheet of the Company and
computed in accordance with GAAP.

"Consolidated Net Worth":  at any date, the
stockholders' equity of the Company and its Subsidiaries at
such date, determined in accordance with GAAP.

"Consolidated Total Debt":  the aggregate of all
Indebtedness (including the current portion thereof) of the
Company and its Subsidiaries on a consolidated basis.

"Continuing Director":  any member of the Board of
Directors of the Company who is a member of such Board on
the date of this Agreement, and any Person who is a member
of such Board and whose nomination as a director was
approved by a majority of the Continuing Directors then on
such Board.

"Contractual Obligation":  as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or undertaking to which such Person is
a party or by which it or any of its property is bound.

"Control Group Person":  any Person which is a member
of the controlled group or is under common control with the
Company within the meaning of Section 414(b) or 414(c) of
the Code or Section 4001(b)(1) of ERISA.

"CP Breakage Costs" means, with respect to any CP
Excess Amount on any date (such date, the "CP Payment
Date"), an amount equal to the excess, if any, of (i) the
sum of (a) all interest that would have accrued (had such CP
Payment Date not occurred) on such CP Excess Amount through
and including the later to occur of (x) the day on which the
principal component of Commercial Paper issued by the CP
Issuer and allocated by the CP Issuer to fund advances under
the Lexington Credit Agreement and used to fund or maintain
one or more CP Rate Loans that will mature on or after the
relevant CP Payment Date equals or exceeds such CP Excess
Amount (such principal component, "Allocated Commercial
Paper")  and (y) the day on which the latest maturing rate
hedge agreement entered into by the CP Issuer and relating
to the Commercial Paper described in clause (x) hereof
matures (such later date, the "Relevant Maturity Date"),
plus (b) any amounts required to be paid to unwind any
relevant rate hedge agreements, over (ii) the amount of
income (less the reasonable costs and expenses of obtaining
such income), if any, actually received by the CP Issuer
from investing the CP Excess Amount for the period from such
CP Payment Date until such Relevant Maturity Date.

"CP Cost of Funds" means, for each Settlement Period,
the sum of (i) the per annum rate equivalent to the daily
weighted average of the per annum rates which may be paid or
are payable by the CP Issuer from time to time as interest
on or otherwise in respect of the Commercial Paper of the CP
Issuer and/or rate hedges that are allocated, in whole or in
part, by the CP Issuer to the CP Rate Loans during the
period commencing on the immediately preceding Settlement
Date and ending on (but excluding) the current Settlement
Date (such period, a "Settlement Period"), which rates shall
reflect and give effect to (x) the commissions of placement
agents and dealers in respect of Commercial Paper of the CP
Issuer allocated to such period, and (y) net payments owed
or received by the CP Issuer under any rate hedges entered
into by the CP Issuer in connection therewith, plus (ii) the
cost of all audit, rating agency and administrative expenses
related to the facility, which shall equal 0.02%; provided
that if any component of such rate is a discount rate, then
in calculating the "CP Cost of Funds" for such Settlement
Period, the CP Issuer shall for such component use the rate
resulting from converting such discount rate to an interest-
bearing equivalent rate per annum.

"CP Excess Amount":  as defined in Section 2.15(d)(ii).

"CP Issuer": Lexington Parker Capital Company, LLC, a
Delaware limited liability company, and each other lender
under the Lexington Credit Agreement.

"CP Margin": as defined in the Program Fee Letter.

"CP Rate": for each Settlement Period, the sum of (i)
the CP Cost of Funds for such Settlement Period, plus (ii)
the CP Margin.

"CP Rate Loans": the RFC Loans held by RFC that bear
interest at the CP Rate.

"Cross-Over Funding Date": as defined in subsection
2.3.

"Default":  any of the events specified in subsection
7.1, whether or not any requirement for the giving of
notice, the lapse of time, or both, or any other condition,
has been satisfied.

"Distribution":  (a) the declaration or payment of any
dividend on or in respect of any shares of any class of
Capital Stock of the Company other than dividends payable
solely in shares of common stock of the Company; (b) the
purchase, redemption or other acquisition of any shares of
any class of Capital Stock of the Company directly or
indirectly through a Subsidiary or otherwise; and (c) any
other distribution on or in respect of any shares of any
class of Capital Stock of the Company.

"Dollars" and"$": dollars in lawful currency of the
United States of America.

"Domestic Lending Office":  with respect to each Bank
the office of such Bank located within the United States
which shall be making or maintaining Alternate Base Rate
Loans.

"Downgrade Deposit": as defined in Exhibit I to the
Liquidity Agreement.

"Eligible Assignee": as defined in Exhibit I to the
Liquidity Agreement.

"ERISA":  the Employee Retirement Income Security Act
of 1974, as amended from time to time.

"Eurocurrency Reserve Requirements":  for any day as
applied to a Eurodollar Loan, the aggregate (without
duplication) of the rates (expressed as a decimal fraction)
of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board of
Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect
thereto), dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

"Eurodollar Lending Office":  with respect to each
Bank, the office of such Bank which shall be making or
maintaining Eurodollar Loans.

"Eurodollar Loans":  RFC Loans held by the Banks
hereunder at such time as they are being made and/or
maintained at a rate of interest based upon the Eurodollar
Rate.

"Eurodollar Rate":  with respect to each day during
each Interest Period pertaining to a Eurodollar Loan, the
rate per annum equal to the average (rounded upwards to the
nearest whole multiple of one sixteenth of one percent) of
the respective rates notified to the Agent by the Reference
Banks as the rate at which each of their Eurodollar Lending
Offices is offered Dollar deposits two Working Days prior to
the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency
and exchange operations of such Eurodollar Lending Office
are then being conducted at or about 10:00 A.M., New York
City time, for delivery on the first day of such Interest
Period for the number of days comprised therein and in an
amount comparable to the amount of the Eurodollar Loan of
such Reference Bank to be outstanding during such Interest
Period.

"Eurodollar Tranche":  the collective reference to
Eurodollar Loans having the same Interest Period (whether or
not originally made on the same day).

"Event of Default":  any of the events specified in
subsection 7.1, provided that any requirement for the giving
of notice, the lapse of time, or both, or any other
condition, event or act has been satisfied.

"Excluded Day":  means any of the following:

(1)  the last 5 Business Days of a month;

(2)  the 15th day of the month (or if the 15th is not
a Business Day, the next succeeding Business Day);
(3)  the last 10 Business Days of November; and
(4)  the last 15 Business Days of December.

"Facility Amount":  means $265,000,000, as such amount
may be reduced from time to time as provided herein.

"Facility Period":  the period from and including the
Closing Date to but not including the first to occur of (i)
the Termination Date or such earlier date on which the
Facility Amount is reduced to zero as provided herein or
(ii) the Wind-Down Date.

"Financing Lease":  any lease of property, real or
personal, if the then present value of the minimum rental
commitment thereunder should, in accordance with GAAP, be
capitalized on a balance sheet of the lessee.

"GAAP":  (a) with respect to determining compliance by
the Company with the provisions of subsections 6.1, 6.2 and
6.5, generally accepted accounting principles in the United
States of America consistent with those utilized in
preparing the audited financial statements referred to in
subsection 3.6 and (b) with respect to the financial
statements referred to in subsection 3.6 or the furnishing
of financial statements pursuant to subsection 5.4 and
otherwise, generally accepted accounting principles in the
United States of America from time to time in effect.

"Governmental Authority":  any nation or government,
any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

"Green Bay Facility":  offices of the Company located
at 1100 Employers Boulevard, De Pere, Wisconsin.

"Guarantee Obligation":  as to any Person, any
arrangement whereby credit is extended to one party on the
basis of any promise of such Person, whether that promise is
expressed in terms of an obligation to pay the Indebtedness
of another, or to purchase an obligation owed by that other,
to purchase assets or to provide funds in the form of lease
or other types of payments under circumstances that would
enable that other to discharge one or more of its
obligations, whether or not such arrangement is listed in
the balance sheet of the obligor or referred to in a
footnote thereto, but shall not include endorsements of
items for collection in the ordinary course of business.

"Headquarters":  the principal executive offices of the
Company located at 500 West Main Street, Louisville,
Kentucky 40202.

"Hedge Agreement" means all interest rate swaps, caps
or collar agreements or similar arrangements dealing with
interest rates or currency exchange rates or the exchange of
nominal interest obligations, either generally or under
specific contingencies.

"HMO":  a health maintenance organization doing
business as such (or required to qualify or to be licensed
as such) under HMO Regulations.

"HMO Regulation":  all laws, regulations, directives
and administrative orders applicable under federal or state
law specific to health maintenance organizations and any
regulations, orders and directives promulgated or issued
pursuant thereto.

"HMO Regulator":  any Person charged with the
administration, oversight or enforcement of an HMO
Regulation.

"HMO Subsidiary":  any Subsidiary of the Company that
is now or hereafter an HMO.

"Indebtedness":  of a Person, at a particular date, the
sum (without duplication) at such date of (a) all
indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services or which is
evidenced by a note, bond, debenture or similar instrument,
(b) all obligations of such Person under Financing Leases,
(c) all obligations of such Person in respect of letters of
credit, acceptances, or similar obligations issued or
created for the account of such Person in excess of
$1,000,000, (d) all liabilities secured by any Lien on any
property owned by the Company or any Subsidiary even though
such Person has not assumed or otherwise become liable for
the payment thereof, (e) the amount of any Synthetic Lease
Obligations of such Person, (f) all Guarantee Obligations
relating to any of the foregoing in excess of $1,000,000,
and (g) for purposes of subsection 8.1(e) only, all
obligations of such Person in respect of Interest Rate
Protection Agreements.

"Insolvency" or "Insolvent":  at any particular time,
a Multiemployer Plan which is insolvent within the meaning
of Section 4245 of ERISA.

"Insurance Regulation":  any law, regulation, rule,
directive or order applicable and specific to an insurance
company.

"Insurance Regulator":  any Person charged with the
administration, oversight or enforcement of any Insurance
Regulation.

"Insurance Subsidiary":  any Subsidiary of the Company
that is now or hereafter doing business (or required to
qualify or to be licensed) under Insurance Regulations.

"Interest Payment Date":  (a) as to any Alternate Base
Rate Loan, the last day of each March, June, September and
December, commencing on the first of such days to occur
after Alternate Base Rate Loans are made or Eurodollar Loans
are converted to Alternate Base Rate Loans and the final
maturity date of such RFC Loan, (b) as to any Eurodollar
Loan in respect of which the Company has selected an
Interest Period of one, two or three months, the last day of
such Interest Period, (c) as to any Eurodollar Loan in
respect of which the Company has selected a longer Interest
Period than the periods described in clause (b), each day
that is three months, or a whole multiple thereof, after the
first day of such Interest Period and (d) with respect to
any CP Rate Loan, the related Settlement Date with respect
thereto.

"Interest Period":  with respect to any Eurodollar
Loans:

(i)  initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such
Eurodollar Loans and ending one, two, three or six months
thereafter (or, with the consent of all the Banks, nine or twelve
months thereafter), as selected by the Company in its notice of
borrowing as provided in subsection 2.1(b) or its notice of
conversion as provided in subsection 2.6(b), as the case may be;
and

(ii) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar
Loans and ending one, two, three or six months thereafter (or,
with the consent of all the Banks, nine or twelve months
thereafter), as selected by the Company by irrevocable notice to
the Agent not less than three Business Days prior to the last day
of the then current Interest Period with respect to such
Eurodollar Loans;

provided that, all of the foregoing provisions relating to Interest Periods
are subject to the following:

(1)  if any Interest Period pertaining to a Eurodollar Loan
would otherwise end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business
Day;

(2)  if the Company shall fail to give notice as provided above,
the Company shall be deemed to have selected an Alternate Base
Rate Loan to replace the affected Eurodollar Loan;

(3)  any Interest Period pertaining to a Eurodollar Loan that
begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on
the last Business Day of a calendar month;

(4)  any interest period pertaining to a Eurodollar Loan that
would otherwise end after the Termination Date shall end on the
Termination Date;

(5)  the Company shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such RFC Loan.

"Interest Rate Protection Agreement":  any interest
rate protection agreement, interest rate futures contract,
interest rate option, interest rate cap or other interest
rate hedge arrangement to or under which the Company or any
of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary after the date
hereof.

"Jacksonville Facility": the offices of the Company
located at 76 Laura Street, Jacksonville, Florida.

"Lender Affiliate":  (a) any Affiliate of any Bank, (b)
any Person that is administered or managed by any Bank and
that is engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of
credit in the ordinary course of its business and (c) with
respect to any Bank which is a fund that invests in
commercial loans and similar extensions of credit, any other
fund that invests in commercial loans and similar extensions
of credit and is managed or advised by the same investment
advisor as such Bank or by an Affiliate of such Bank or
investment advisor.

"Leverage Ratio":  at the last day of any full fiscal
quarter of the Company, the ratio of (a) all Indebtedness of
the Company and its Subsidiaries outstanding on such date to
(b) Consolidated EBITDA for the period of four fiscal
quarters of the Company ended on such day.

"Lexington":  Lexington Parker Capital Company, LLC, a
Delaware limited liability company.

"Lexington Credit Agreement":  the Credit Agreement
dated as of December 12, 2000, among RFC, Lexington and the
other lenders, as amended, restated, supplemented or
otherwise modified.

"Lien":  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien
(statutory or other), or preference, priority or other
security agreement or preferential arrangement that has the
same practical effect as any of the foregoing (including,
without limitation, any conditional sale or other title
retention agreement, any financing lease having
substantially the same economic effect as any of the
foregoing).

"Liquidity Agreement":  the Liquidity Agreement, dated
as the date hereof among RFC, the liquidity institutions
from time to time party thereto and Chase as Administrative
Agent, as the same has been and may be amended, supplemented
and modified from time to time.

"Loan Documents":  this Agreement and the Notes.

"Margin Stock":  as defined in Regulation U.

"Margin Stock Collateral":  all Margin Stock (other
than Portfolio Margin Stock) of the Company and its
Subsidiaries by which the RFC Loans are deemed "indirectly
secured" within the meaning of Regulation U.

"Material Adverse Effect": any material adverse effect
on (a) the business, assets, operations or condition
(financial or otherwise) of the Company and its Subsidiaries
taken as a whole, (b) the ability of the Company to perform
its obligations under this Agreement and the Notes or (c)
the rights and remedies of the Banks with respect to the
Company and its Subsidiaries under any of the Loan
Documents.

"Multiemployer Plan":  a Plan which is a multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

"Other Collateral":  all assets of the Company and its
Subsidiaries (other than Margin Stock) by which the RFC
Loans are deemed "indirectly secured" within the meaning of
Regulation U.

"Non-U.S. Bank": as defined in subsection 2.14(b).

"Note":  as defined in subsection 2.2(e).

"Participants":  as defined in subsection 9.6(b).

"PBGC":  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

"Person":  an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other
entity of whatever nature.

"Plan":  at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which the
Company or a Control Group Person is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA
be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

"Portfolio Margin Stock": Margin Stock held by
Insurance Subsidiaries or HMO Subsidiaries as portfolio
investments, as to which the restrictions of Section 6 shall
not apply.

"Pricing Grid":  the Pricing Grid set forth in Schedule
II.

"Program Fee Letter":  the letter dated as of October
3, 2001 between the Agent, the Company and RFC, as the same
may from time to time be amended, modified or otherwise
supplemented.

"Purchasing Banks":  as defined in subsection 9.6(d).

"Reference Banks":  The Chase Manhattan Bank, Citibank
N.A. and Bank of America, N.A..

"Register":  as defined in subsection 9.6(e).

"Regulation T":  Regulation T of the Board of Governors
of the Federal Reserve System.

"Regulation U":  Regulation U of the Board of Governors
of the Federal Reserve System.

"Regulation X":  Regulation X of the Board of Governors
of the Federal Reserve System.

"Reorganization":  with respect to any Multiemployer
Plan, the condition that such plan is in reorganization
within the meaning of such term as used in Section 4241 of
ERISA.

"Reportable Event":  any of the events set forth in
Section 4043(b) of ERISA, other than those events as to
which the thirty day notice period is waived under
subsections .22, .23, .25, .27 or .28 of PBGC Reg.  4043.

"Required Banks":  (a) during the Facility Period,
Banks whose Commitment Percentages aggregate at least 51%
and (b) after the Facility Amount has been reduced to zero,
Banks whose outstanding Bank Funded Loans represent in the
aggregate at least 51% of all outstanding Bank Funded Loans.

"Requirement of Law":  as to any Person, the
Certificate of Incorporation and By-Laws or other
organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any
of its property or to which such Person or any of its
property is subject.

"Responsible Officer":  the chief executive officer,
the president, any executive or senior vice president or
vice president of the Company, the chief financial officer,
treasurer or controller of the Company.

"RFC Facility Amount":  means $265,000,000, as such
amount may be reduced from time to time as provided in
subsection 2.4(d).

"RFC Loans":  all loans made by any of RFC and/or the
Banks hereunder.

"RFC Obligations":  as defined in subsection 7.1.

"Riverview Square":  the office building of the Company
located at 201 West Main Street, Louisville, Kentucky 40202.

"Section 2.1(c) Election":  as defined in subsection
2.1(c).

"Settlement Date": for any CP Rate Loan, one or all of
the first five Business Days of the month following the
month in which the Borrowing Date for such RFC Loan occurs
as specified in a notice to the Agent from RFC or any other
Business Day agreeable to the Company and RFC.

"Settlement Period": as defined in the definition of
"CP Cost of Funds".

"Significant Subsidiary":  means, at any particular
time, any Subsidiary of the Company that would be a
"significant subsidiary" of the Company within the meaning
of Rule 1-02 under Regulation S-X promulgated by the
Securities and Exchange Commission.

"Single Employer Plan":  any Plan which is covered by
Title IV of ERISA, but which is not a Multiemployer Plan.

"Solvent":  with respect to any Person (or group of
Persons) on a particular date, that on such date (i) the
fair value of the property of such Person (or group of
Persons) is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of
such Person (or group of Persons), (ii) the present fair
salable value of the assets of such Person (or group of
Persons) is not less than the amount that will be required
to pay the probable liability of such Person (or group of
Persons) on its debts as they become absolute and matured,
(iii) such Person (or group of Persons) is able to pay its
debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of
business, (iv) such Person (or group of Persons) does not
intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's (or group of Person's)
ability to pay as such debts and liabilities mature, (v)
such Person (or group of Persons) is not engaged in a
business or a transaction, and is not about to engage in a
business or a transaction, for which such Person's (or group
of Person's) property (after giving effect to any engagement
in such business or transaction) would constitute
unreasonably small capital after giving due consideration to
the prevailing practice in the industry in which such Person
(or group of Persons) is engaged and (vi) such Person (or
group of Persons) is solvent under all applicable HMO
Regulations and Insurance Regulations.  In computing the
amount of contingent liabilities at any time, it is intended
that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected
to become an actual or matured liability.

"Subsidiary":  as to any Person, a corporation of which
shares of stock having ordinary voting power (other than
stock having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors
or other managers of such corporation are at the time owned,
or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references
to a "Subsidiary" or to "Subsidiaries" in this Agreement
shall refer to a Subsidiary or Subsidiaries of the Company.

"Supplemental Fee": as defined in subsection 2.3(a).

"Synthetic Lease": each arrangement, however described,
under which the obligor accounts for its interest in the
property covered thereby under GAAP as lessee of a lease
which is not a capital lease under GAAP and accounts for its
interest in the property covered thereby for Federal income
tax purposes as the owner.

"Synthetic Lease Interest Components": with respect to
any Person for any period, the portion of rent paid or
payable (without duplication) for such period under
Synthetic Leases for such Person that would be treated as
interest in accordance with Financial Accounting Standards
Board Statement No. 13 if such Synthetic Leases were treated
as capital leases under GAAP.

"Synthetic Lease Obligation": as to any Person with
respect to any Synthetic Lease at any time of determination,
the amount of the liability of such Person in respect of
such Synthetic Lease that would (if such lease was required
to be classified and accounted for as a capital lease on a
balance sheet of such Person in accordance with GAAP) be
required to be capitalized on the balance sheet of such
Person at such time.

"364-Day Facility" means the 364-Day Revolving Credit
Agreement, dated as of October 11, 2001, among the Company,
the several banks and other financial institutions from time
to time party thereto and Chase, as Agent and CAF Loan Agent
thereunder, as the same has been and may be amended,
supplemented and modified from time to time.

"Taxes":  as defined in subsection 2.14.

"Termination Date":  the date that is 364 days after
the Closing Date (or, if such date is not a Business Day,
the next preceding Business Day).

"Transfer Supplement":  a Transfer Supplement,
substantially in the form of Exhibit B.

"Type": as to any RFC Loan, its nature as an Alternate
Base Rate Loan, Eurodollar Loan or CP Rate Loan.

"Waterside Building":  the real property located at 101
East Main Street, Louisville, Kentucky 40202, including the
building housing insurance claim processing operations of
the Company.

"Waterside Garage":  the parking garage of the Company
located at 201 North Brook Street, Louisville, Kentucky
40202.

"Wind-Down Date": the date on which RFC receives a
notice from the Agent on or after a Wind-Down Event has
occurred and is continuing.

"Wind-Down Event": any one or more of the following
events:

(1)  An Event of Default has occurred and is continuing;

(2)  Any Default or Event of Default has occurred and is
continuing under the 364-Day Facility;

(3)  the Leverage Ratio on the last day of any full fiscal
quarter of the Company ending with any fiscal quarter set forth
below is greater than the ratio set forth opposite such period
below:

Fiscal Quarter            Leverage Ratio
September 30, 2001 -           2.80
September 30, 2002

December 31, 2002 -            2.55
September 30, 2003

December 31. 2003 -            2.30;
and thereafter

(4)  the ratio of (i) Consolidated EBIT for any period of four
consecutive fiscal quarters of the Company ending with any fiscal
quarter set forth below to (ii) Consolidated Interest Expense
during such period, is less than the ratio set forth opposite
such period below:

Fiscal Quarter          Interest Coverage Ratio
September 30, 2001 -           3.20
September 30, 2002

December 31, 2002 -            3.70
September 30, 2003

December 31. 2003 -            4.20; or
and thereafter

(5)  The Company's long-term unsecured indebtedness is rated
less than BBB- by S&P and less than Baa3 by Moody's.

"Working Day":  any Business Day on which dealings in
foreign currencies and exchange between banks may be carried
on in London, England.

1.2  Other Definitional Provisions

(a)  Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when
used in the Notes or any certificate or other document made or
delivered pursuant hereto.

(b)  As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto
or thereto, accounting terms relating to the Company and its
Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.

(c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit
references are to this Agreement unless otherwise specified.
(d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

SECTION 2.     AMOUNT AND TERMS OF LOANS

2.1  RFC Loans

(a)  Subject to the terms and conditions hereof, RFC
may, in its sole discretion, make loans to the Company from time
to time during the Facility Period in an aggregate principal
amount at any one time outstanding which does not exceed the RFC
Facility Amount.  Subject to the terms and conditions hereof, the
Banks shall make loans pursuant to a Section 2.1(c) Election;
provided, that, after giving effect thereto, the aggregate sum of
RFC Loans made by the Banks pursuant to Section 2.1(c) Elections
would not exceed the Facility Amount less the RFC Facility Amount
as reduced pursuant to subsection 2.4(d); provided, further,
that, after giving effect thereto, the sum of the outstanding
principal amount of CP Rate Loans made by RFC and any RFC Loans
purchased by the Banks under the Liquidity Agreement shall not
exceed the RFC Facility Amount.   Notwithstanding anything
herein, the aggregate principal amount of outstanding RFC Loans
shall not exceed the Facility Amount.  During the Facility Period
the Company may use the Facility Amount by borrowing, prepaying
the RFC Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.  The RFC Loans
held by RFC will be CP Rate Loans.  RFC Loans purchased from RFC
by the Banks pursuant to the Liquidity Agreement, may be (i)
Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a
combination thereof, as determined by the Company and notified to
the Agent in accordance with subsection 2.6.  Eurodollar Loans
shall be maintained by each Bank at its Eurodollar Lending
Office, and Alternate Base Rate Loans shall be maintained by each
Bank at its Domestic Lending Office. Notwithstanding anything to
the contrary set forth herein, nothing in this Agreement shall be
construed as a commitment by RFC to make RFC Loans to the
Company.

(b)  The Company may request a borrowing from RFC hereunder
during the Facility Period on any Business Day other than an
Excluded Day; provided that the Company shall give RFC and the
Agent irrevocable notice (which notice must be received by RFC
prior to 3:00 P.M., New York City time one Business Day prior to
the requested Borrowing Date) specifying (A) the amount to be
borrowed and (B) the requested Borrowing Date (which shall not be
an Excluded Day); provided, that if such notice is not received
prior to such deadline, RFC will use its best efforts given
prevailing market conditions to fund the CP Rate Loan on the
requested Borrowing Date; provided, further, that at no time
shall the sum of any requested borrowing or borrowings pursuant
to this subsection 2.1(b) and subsection 2.1(c) exceed the
Available Facility Amount.  Each borrowing hereunder shall be in
an aggregate principal amount equal to $10,000,000 or a whole
multiple of $1,000,000 in excess thereof.  RFC shall notify the
Company and the Agent by 11:30 A.M., New York City time, on the
requested Borrowing Date if it does not intend to make the
requested RFC Loan.  If RFC decides to make the requested RFC
Loan, RFC will make the amount thereof available to the Agent for
the account of the Company at the office of the Agent set forth
in subsection 9.2 prior to the close of business, New York City
time, on the Borrowing Date requested by the Company in funds
immediately available to the Agent.  The proceeds of such RFC
Loan will then be promptly made available to the Company by the
Agent at such office of the Agent by crediting the account of the
Company on the books of such office with the aggregate of the
amounts made available to the Agent by RFC.

(c)  The Company may elect to make a borrowing (such election, a
"Section 2.1(c) Election") from the Banks hereunder during the
Facility Period on any Working Day if the borrowing is of
Eurodollar Loans or on any Business Day if the borrowing is of
Alternate Base Rate Loans; provided that the Company shall give
the Agent irrevocable notice (which notice must be received by
the Agent (i) prior to 11:30 A.M., New York City time three
Working Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, and (ii) prior to 12:00 P.M., New York City
time, on the requested Borrowing Date, in the case of Alternate
Base Rate Loans), specifying (A) the amount to be borrowed, (B)
the requested Borrowing Date, (C) whether such Loans are to be
Eurodollar Loans, Alternate Base Rate Loans, or a combination
thereof, and (D) if the borrowing is to be entirely or partly of
Eurodollar Loans, the length of the Interest Period therefor;
provided, further, that at no time shall the sum of any requested
borrowing or borrowings pursuant to subsection 2.1(b) and this
subsection 2.1(c) exceed the Available Facility Amount.  Each
borrowing hereunder shall be in an aggregate principal amount
equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof.  Upon receipt of such notice from the Company, the Agent
shall promptly notify each Bank thereof.  Each Bank will make the
amount of its pro rata share of each borrowing pursuant to a
Section 2.1(c) Election available to the Agent for the account of
the Company at the office of the Agent set forth in subsection
9.2 prior to the close of business, New York City time, on such
date in funds immediately available to the Agent.  The proceeds
of such RFC Loan will then be promptly made available to the
Company by the Agent at such office of the Agent by crediting the
account of the Company on the books of such office with the
aggregate of the amounts made available to the Agent by Banks.

2.2  Repayment of RFC Loans; Evidence of Debt

(a)  The Company hereby unconditionally promises to
pay to RFC or the Agent for the account of the Banks, as the case
may be, the then unpaid principal amount of each RFC Loan, except
CP Rate Loans, on the Termination Date (or such earlier date on
which the RFC Loans become due and payable pursuant hereto).  The
Company hereby further agrees to pay interest on the unpaid
principal amount of the RFC Loans from time to time outstanding
from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in subsection 2.7.  The
unpaid principal amount of each CP Rate Loan will be due and
payable on the applicable Settlement Dates and the Termination
Date.

(b)  Each of RFC and each Bank shall maintain for its own account
in accordance with its usual practice an account or accounts
evidencing indebtedness of the Company to RFC or such Bank, as
the case may be, resulting from each RFC Loan from time to time
held by it, including the amounts of principal and interest
payable and paid to RFC or to such Bank from time to time under
this Agreement.

(c)  The Agent shall maintain the Register pursuant to subsection
9.6(d), and a subaccount therein for RFC and each Bank, in which
shall be recorded (i) (A) the amount of each RFC Loan made
hereunder, the Type thereof and each Interest Period, if
applicable, thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Company to
RFC and to each Bank hereunder and (iii) both the amount of any
sum received by the Agent hereunder from the Company and RFC's
and each Bank's share thereof.

(d)  The entries made in the Register and the accounts of RFC
maintained pursuant to subsection 2.2(b) and (c) shall, to the
extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of the Company
therein recorded; provided, however, that the failure of RFC, any
Bank or the Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the
RFC Loans in accordance with the terms of this Agreement.

(e)  The Company agrees that, upon the request to the Agent by
any Bank that holds any RFC Loans after the Facility Period has
expired, the Company will execute and deliver to such Bank a
promissory note of the Company evidencing such loans
substantially in the form of Exhibit A with appropriate
insertions as to payee, date and principal amount (a "Note").

2.3  Fees

(a)  If a Wind-Down Event occurs after the Cross-
Over Funding Date, the Company shall pay to the Agent, for the
account of the Banks, a supplemental fee calculated as set forth
below; provided that such fee shall not be payable if the Company
has terminated this Agreement and repaid all outstanding RFC
Loans and all other amounts owing hereunder prior to the
occurrence of such Wind-Down Event.  The supplemental fee is the
sum, for each day from the Cross-Over Funding Date to but
excluding the date on which such Wind-Down Event occurs, of an
amount equal to the product of the outstanding face amount of
commercial paper allocable by the CP Issuer to the funding of the
RFC Loans on such day and the margin applicable to Eurodollar
Loans hereunder on such day divided by 360.  "Cross-Over Funding
Date" is the first day on or after the Closing Date on which the
Company's long-term unsecured indebtedness is rated less than BBB-
by S&P or less than Baa3 by Moody's.  Such fee shall be payable
on the fifth Business Day following the date of such Wind-Down
Event.

(b)  The Company agrees to pay to the Agent the other fees in the
amounts, and on the dates, agreed to by the Company and the Agent
in the Program Fee Letter.  The Agent will distribute to the
Banks their respective portions of upfront fees paid by the
Company to the Agent, as agreed between the Agent and each Bank.

2.4  Termination or Changes to Facility Amount or RFC Facility
Amount

(a)  The Company shall have the right, upon not less than five
Business Days' notice to the Agent and to RFC, from time to time,
to reduce by an equal amount each of the Facility Amount and the
RFC Facility Amount, provided that no such reduction shall be
effective if, after giving effect thereto and to any prepayments
of the RFC Loans made on the effective date thereof (including by
way of converting such RFC Loans to Loans under the 364-Day
Facility), the then outstanding principal amount of the CP Rate
Loans and the outstanding principal amount of any RFC Loans
purchased by the Banks under the Liquidity Agreement would exceed
the RFC Facility Amount or the outstanding principal amount of
the RFC Loans would exceed the Facility Amount.  Any such
reduction shall be in an amount of $10,000,000 or a whole
multiple of $1,000,000 in excess thereof, and shall reduce
permanently the amount of the Facility Amount and the RFC
Facility Amount.

(b)  The Facility Amount shall be reduced to zero automatically
on the date specified in subsection 2.5(b).

(c)  This Agreement shall terminate on the date on which the
Facility Amount has been reduced to zero and all amounts owing
hereunder to RFC, the Banks and the Agent have been paid in full.

(d)  The RFC Facility Amount shall be decreased by RFC Loans made
by the Banks pursuant to a Section 2.1(c) Election and increased
by the repayment of any such loans, in each case, upon written
notice from the Administrative Agent to RFC (which notice the
Administrative Agent shall promptly provide to RFC upon such
event); provided, that no such reduction shall be effective if,
after giving effect thereto and to any prepayments of the RFC
Loans made on the effective date thereof (including by way of
converting such RFC Loans to Loans under the 364-Day Facility),
the then outstanding principal amount of the CP Rate Loans and
the outstanding principal amount of any RFC Loans purchased by
the Banks under the Liquidity Agreement would exceed the RFC
Facility Amount or the outstanding principal amount of the RFC
Loans would exceed the Facility Amount.

2.5  Prepayments

(a)  The Company may at any time and from time to time, prepay
the RFC Loans, in whole or in part, without premium or penalty
(subject to the provisions of subsection 2.15), upon at least
three Business Days' in the case of Eurodollar Loans, upon at
least two Business Days' in the case of CP Rate Loans and upon at
least one Business Day in the case of Alternate Base Rate Loans,
irrevocable notice to the Agent and RFC specifying the date and
amount of prepayment and whether the prepayment is of CP Rate
Loans, Eurodollar Loans or Alternate Base Rate Loans or a
combination thereof, and if of a combination thereof, the amount
of prepayment allocable to each.  Upon receipt of such notice the
Agent shall promptly notify RFC and, if applicable, each Bank
thereof.  If such notice is given, the payment amount specified
in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date and amounts
that are owing under Section 2.15, on the amount prepaid.
Partial prepayments shall be in an aggregate principal amount of
$5,000,000, or a whole multiple of $1,000,000 in excess thereof,
and may only be made if, after giving effect thereto, subsection
2.6(d) shall not have been contravened.

(b)  The Company shall prepay all outstanding RFC Loans, together
with all accrued interest thereon and any amounts due pursuant to
subsection 2.15 on the date that is 30 days after the date on
which a Wind-Down Event occurs.

2.6  Conversion Options; Minimum Amount of RFC Loans.

(a)  CP Rate Loans may not be converted into RFC Loans of another
Type except in accordance with this subsection 2.6(a), it being
understood that only RFC Loans acquired by the Banks under the
Liquidity Agreement may be maintained as Eurodollar Loans or
Alternate Base Rate Loans hereunder.  Immediately upon the
consummation of a Purchase (as defined in and pursuant to the
Liquidity Agreement) by a Bank, the amount thereof (other than
the amount of such Purchase attributable to Yield (as defined in
the Liquidity Agreement)), shall be automatically converted
(without regard to any conditions precedent thereto) into an
Alternate Base Rate Loan of such Bank.  Any portion of such
Purchase constituting Yield shall be due and payable to the Banks
as accrued interest on the next Settlement Date applicable to the
related CP Rate Loan purchased by such Bank and shall accrue
interest from the date of such Purchase until paid in full at the
rate applicable to Alternate Base Rate Loans.

(b)  The Company may elect from time to time to convert
Eurodollar Loans to Alternate Base Rate Loans by giving the Agent
at least two Business Days' prior irrevocable notice of such
election (given before 10:00 A.M., New York City time, on the
date on which such notice is required).  The Company may elect
from time to time to convert Alternate Base Rate Loans to
Eurodollar Loans by giving the Agent at least three Working Days'
prior irrevocable notice of such election (given before 11:30
A.M., New York City time, on the date on which such notice is
required).  Upon receipt of such notice, the Agent shall promptly
notify each Bank thereof.  Promptly following the date on which
such conversion is being made each Bank shall take such action as
is necessary to transfer its portion of such RFC Loans to its
Domestic Lending Office or its Eurodollar Lending Office, as
applicable.  All or any part of outstanding Eurodollar Loans and
Alternate Base Rate Loans may be converted as provided herein,
provided that, unless the Required Banks otherwise agree, (i) no
RFC Loan may be converted into a Eurodollar Loan when any Event
of Default has occurred and is continuing, (ii) partial
conversions shall be in an aggregate principal amount of
$5,000,000 or a whole multiple thereof, and (iii) any such
conversion may only be made if, after giving effect thereto,
subsection 2.6(d) shall not have been contravened.

(c)  Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by
compliance by the Company with the notice provisions contained in
subsection 2.6(b); provided that, unless the Required Banks
otherwise agree, no Eurodollar Loan may be continued as such when
any Event of Default has occurred and is continuing, but shall be
automatically converted to an Alternate Base Rate Loan on the
last day of the then current Interest Period with respect
thereto.  The Agent shall notify the Banks promptly that such
automatic conversion contemplated by this subsection 2.6(c) will
occur.

(d)  All borrowings, conversions, payments, prepayments and
selection of Interest Periods hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the RFC Loans
comprising any Eurodollar Tranche shall not be less than
$10,000,000.  At no time shall there be more than 10 Eurodollar
Tranches.

2.7  Interest Rate and Payment Dates for RFC Loans

(a)  The Eurodollar Loans comprising each Eurodollar
Tranche shall bear interest for each day during each Interest
Period with respect thereto on the unpaid principal amount
thereof at a rate per annum equal to the Eurodollar Rate plus the
Applicable Margin.

(b)  Alternate Base Rate Loans shall bear interest for each day
from and including the date thereof on the unpaid principal
amount thereof at a rate per annum equal to the Alternate Base
Rate plus the Applicable Margin.

(c)  CP Rate Loans shall bear interest for each Settlement Period
relating thereto at the CP Rate applicable to such Settlement
Period.

(d)  If all or a portion of the (i) principal amount of any RFC
Loans, (ii) any interest payable thereon or (iii) any fee or
other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum which
is 2% above the Alternate Base Rate, and any overdue interest or
other amount payable hereunder shall bear interest at a rate per
annum which is 2% above the Alternate Base Rate, in each case
from the date of such non-payment until paid in full (after as
well as before judgment).  If all or a portion of the principal
amount of any RFC Loans shall not be paid when due (whether at
stated maturity, by acceleration or otherwise), each Eurodollar
Loan shall, unless the Required Banks otherwise agree, be
converted to an Alternate Base Rate Loan at the end of the last
Interest Period with respect thereto.

(e)  Interest shall be payable in arrears on each Interest
Payment Date.

2.8  Computation of Interest and Fees

(a)  Interest in respect of Alternate Base Rate
Loans shall be calculated on the basis of a (i) 365-day (or 366-
day, as the case may be) year for the actual days elapsed when
such Alternate Base Rate Loans are based on the Prime Rate, and
(ii) a 360-day year for the actual days elapsed when based on the
Base CD Rate or the Federal Funds Effective Rate.  All other
interest and fees payable hereunder shall be calculated on the
basis of a 360-day year for the actual days elapsed.  The Agent
shall as soon as practicable notify the Company and the Banks of
each determination of a Eurodollar Rate.  Any change in the
interest rate on a RFC Loan resulting from a change in the
Alternate Base Rate or the Applicable Margin or the Eurocurrency
Reserve Requirements shall become effective as of the opening of
business on the day on which such change in the Alternate Base
Rate is announced, such Applicable Margin changes as provided
herein or such change in the Eurocurrency Reserve Requirements
shall become effective, as the case may be.  The Agent shall as
soon as practicable notify the Company and the Banks of the
effective date and the amount of each such change.

(b)  Each determination of an interest rate by the Agent pursuant
to any provision of this Agreement or of the CP Rate by RFC shall
be conclusive and binding on the Company and the Banks in the
absence of manifest error.  The Agent shall, at the request of
the Company, deliver to the Company a statement showing the
quotations used by the Agent in determining any interest rate
pursuant to subsection 2.7(a).

(c)  If any Reference Bank's Commitment shall terminate
(otherwise than on termination of all the Commitments), or its
RFC Loans shall be assigned for any reason whatsoever, such
Reference Bank shall thereupon cease to be a Reference Bank, and
if, as a result of the foregoing, there shall only be one
Reference Bank remaining, then the Agent (after consultation with
the Company and the Banks) shall, by notice to the Company and
the Banks, designate another Bank as a Reference Bank so that
there shall at all times be at least two Reference Banks.

(d)  Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Agent as contemplated hereby.  If any
of the Reference Banks shall be unable or otherwise fails to
supply such rates to the Agent upon its request, the rate of
interest shall be determined on the basis of the quotations of
the remaining Reference Banks or Reference Bank.

2.9  Inability to Determine Interest Rate

In the event that:

(i)  the Agent shall have determined in its reasonable judgment
(which determination shall be conclusive and binding upon the
Company) that, by reason of circumstances affecting the interbank
eurodollar market generally, adequate and reasonable means do not
exist for ascertaining the Eurodollar Rate for any requested
Interest Period;

(ii) only one of the Reference Banks is able to obtain bids for
its Dollar deposits for such Interest Period in the manner
contemplated by the term "Eurodollar Rate"; or

(iii) the Agent shall have received notice prior to the first
day of such Interest Period from Banks constituting the Required
Banks that the interest rate determined pursuant to subsection
2.7(a) for such Interest Period does not accurately reflect the
cost to such Banks (as conclusively certified by such Banks) of
making or maintaining their affected RFC Loans during such
Interest Period;

with respect to (A) proposed RFC Loans that the Company has
requested the Banks make as Eurodollar Loans, (B) Eurodollar
Loans that will result from the requested conversion of Alternate
Base Rate Loans into Eurodollar Loans or (C) the continuation of
Eurodollar Loans beyond the expiration of the then current
Interest Period with respect thereto, the Agent shall forthwith
give facsimile or telephonic notice of such determination to the
Company and the Banks at least one day prior to, as the case may
be, the requested Borrowing Date for such Eurodollar Loans, the
conversion date of such Eurodollar Loans or the last day of such
Interest Period.  If such notice is given (x) any requested
Eurodollar Loans shall be made as Alternate Base Rate Loans, (y)
any Alternate Base Rate Loans that were to have been converted to
Eurodollar Loans shall be continued as Alternate Base Rate Loans
and (z) any outstanding Eurodollar Loans shall be converted, on
the last day of the then current Interest Period with respect
thereto, to Alternate Base Rate Loans.  Until the Agent has
withdrawn such notice, the Company shall not have the right to
convert Alternate Base Rate Loans to Eurodollar Loans.  The Agent
shall withdraw such notice upon its determination that the event
or events which gave rise to such notice no longer exist.

2.10 Pro Rata Borrowings and Payments

(a)  Each borrowing by the Company of RFC Loans pursuant to
subsection 2.1(c) shall be made ratably from the Banks in
accordance with their Commitment Percentages.

(b)  If the Company pays less than the amount of interest due
hereunder on any date, the Agent shall distribute such interest
to RFC and each Bank based on the ratio that the amount of such
interest then due and owing to RFC or such Bank bears to the
amount then due and owing to RFC and all Banks.

(c)  Each payment (including each prepayment) by the Company on
account of principal of the RFC Loans shall be made first to the
payment in full of RFC Loans held by RFC and then to the payment
in full of RFC Loans held by the Banks, pro rata according to the
respective outstanding principal amounts of such RFC Loans then
held by the Banks.

(d)  All payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made
without set-off or counterclaim and shall be made to RFC or the
Agent, for the account the Banks, as the case may be, at RFC's or
the Agent's office set forth in subsection 9.2, as applicable, in
lawful money of the United States of America and in immediately
available funds.  The Agent shall distribute any such payments it
receives to the Banks promptly upon receipt in like funds as
received.  If any payment hereunder becomes due and payable on a
day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then
applicable rate during such extension. Any amount received by RFC
later than 11:00 A.M., New York City time, on a Business Day will
be deemed to have been received on the following Business Day and
such amount shall continue to accrue interest at the applicable
rate until the next Business Day.

(e)  Unless the Agent shall have been notified in writing by any
Bank prior to a Borrowing Date that such Bank will not make the
amount which would constitute its Commitment Percentage of the
borrowing of RFC Loans pursuant to subsection 2.1(c) on such date
available to the Agent, the Agent may assume that such Bank has
made such amount available to the Agent on such Borrowing Date,
and the Agent may, in reliance upon such assumption, make
available to the Company a corresponding amount.  If such amount
is made available to the Agent on a date after such Borrowing
Date, such Bank shall pay to the Agent on demand an amount equal
to the product of (i) the daily average Federal Funds Effective
Rate during such period as quoted by the Agent, times (ii) the
amount of such Bank's Commitment Percentage of such borrowing,
times (iii) a fraction the numerator of which is the number of
days that elapse from and including such Borrowing Date to the
date on which such Bank's Commitment Percentage of such borrowing
shall have become immediately available to the Agent and the
denominator of which is 360.  A certificate of the Agent
submitted to any Bank with respect to any amounts owing under
this subsection 2.10(e) shall be conclusive, absent manifest
error.  If such Bank's Commitment Percentage of such borrowing is
not in fact made available to the Agent by such Bank within three
Business Days of such Borrowing Date, the Agent shall be entitled
to recover such amount with interest thereon at the rate per
annum applicable to Alternate Base Rate Loans hereunder, on
demand, from the Company.

2.11 Illegality

Notwithstanding any other provisions herein, if
after the date hereof the adoption of or any change in any
Requirement of Law or in the interpretation or application
thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Loans as contemplated by this Agreement,

(a) the Bank shall, within 30 Working Days after it becomes aware
of such fact, notify the Company, through the Agent, of such fact,

(b) the commitment of such Bank hereunder to make Eurodollar Loans
or to convert Alternate Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and

(c) such Bank's RFC Loans then outstanding as Eurodollar Loans, if
any, shall be converted automatically to Alternate Base Rate Loans on the
respective last days of the then current Interest Periods for such RFC Loans
or within such earlier period as required by law.  Each Bank shall
take such action as may be reasonably available to it without
material legal or financial disadvantage (including changing its
Eurodollar Lending Office) to prevent the adoption of or any
change in any such Requirement of Law from becoming applicable to
it.

2.12 Requirements of Law

(a)  If after the date hereof the adoption of or any
change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) after the date
hereof from any central bank or other Governmental Authority:

(i)  shall subject any Bank to any tax of any kind whatsoever
(other than a withholding tax) with respect to this Agreement,
any Note, or any Eurodollar Loans held by it, or change the basis
of taxation of payments to such Bank of principal, facility fee,
interest or any other amount payable hereunder in respect of RFC
Loans (except for changes in the rate of tax on the overall net
income of such Bank);

(ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets
held by, or deposits or other liabilities in or for the account
of, advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Bank which are
not otherwise included in the determination of the Eurodollar
Rate hereunder; or

(iii)  shall impose on such Bank any other condition;
and the result of any of the foregoing is to increase the cost to
such Bank, by any amount which such Bank reasonably deems to be
material, of making, renewing or maintaining advances or
extensions of credit or to reduce any amount receivable
hereunder, in each case, in respect thereof, then, in any such
case, the Company shall promptly pay such Bank, upon its demand,
any additional amounts necessary to compensate such Bank for such
additional cost or reduced amount receivable; provided, however,
that notwithstanding anything contained in this subsection
2.12(a) to the contrary, such Bank shall not be entitled to
receive any amounts pursuant to this subsection 2.12(a) that it
is also entitled to pursuant to subsection 2.14(a).  If a Bank
becomes entitled to claim any additional amounts pursuant to this
subsection 2.12(a), it shall, within 30 Business Days after it
becomes aware of such fact, notify the Company, through the
Agent, of the event by reason of which it has become so entitled.
A certificate as to any additional amounts payable pursuant to
the foregoing sentence submitted by such Bank, through the Agent,
to the Company shall be conclusive in the absence of manifest
error.  Each Bank shall take such action as may be reasonably
available to it without legal or financial disadvantage
(including changing its Eurodollar Lending Office) to prevent any
such Requirement of Law or change from becoming applicable to it.
This covenant shall survive the termination of this Agreement and
payment of the outstanding RFC Loans and all other amounts
payable hereunder.

(b)  In the event that after the date hereof a Bank is required
to maintain reserves of the type contemplated by the definition
of "Eurocurrency Reserve Requirements", such Bank may require the
Company to pay, promptly after receiving notice of the amount
due, additional interest on the related Eurodollar Loan of such
Bank at a rate per annum determined by such Bank up to but not
exceeding the excess of (i) (A) the applicable Eurodollar Rate
divided by (B) one minus the Eurocurrency Reserve Requirements
over (ii) the applicable Eurodollar Rate.  Any Bank wishing to
require payment of any such additional interest on account of any
of its Eurodollar Loans shall notify the Company no more than 30
Working Days after each date on which interest is payable on such
Eurodollar Loan of the amount then due it under this subsection
2.12(b), in which case such additional interest on such
Eurodollar Loan shall be payable to such Bank at the place
indicated in such notice.  Each such notification shall be
accompanied by such information as the Company may reasonably
request.

2.13 Capital Adequacy

If any Bank shall have determined that after the
date hereof the adoption of or any change in any Requirement of
Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Bank or any corporation
controlling such Bank with any request or directive after the
date hereof regarding capital adequacy (whether or not having the
force of law) from any central bank or Governmental Authority,
does or shall have the effect of reducing the rate of return on
such Bank's or such corporation's capital as a consequence of its
obligations hereunder or its obligations under the Liquidity
Agreement to a level below that which such Bank or such
corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's or such
corporation's policies with respect to capital adequacy) by an
amount which is reasonably deemed by such Bank to be material,
then from time to time, promptly after submission by such Bank,
through the Agent, to the Company of a written request therefor
(such request shall include details reasonably sufficient to
establish the basis for such additional amounts payable and shall
be submitted to the Company within 30 Working Days after it
becomes aware of such fact), the Company shall promptly pay to
such Bank such additional amount or amounts as will compensate
such Bank for such reduction.  The agreements in this subsection
2.13 shall survive the termination of this Agreement, the
Liquidity Agreement and payment of the RFC Loans and the Notes
and all other amounts payable hereunder.

2.14 Taxes

(a)  All payments made by the Company under this
Agreement shall be made free and clear of, and without reduction
or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges,
fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental
Authority excluding, in the case of the Agent, RFC (and its
beneficial owners) and each Bank, net income and franchise taxes
imposed on the Agent, RFC (or its beneficial owners) or such Bank
by the jurisdiction under the laws of which the Agent, RFC (or
its beneficial owners) or such Bank is organized or any political
subdivision or taxing authority thereof or therein, or by any
jurisdiction in which such Bank's Domestic Lending Office or
Eurodollar Lending Office, as the case may be, is located or any
political subdivision or taxing authority thereof or therein (all
such non-excluded taxes, levies, imposts, deductions, charges or
withholdings being hereinafter called "Taxes").  If any Taxes are
required to be withheld from any amounts payable to the Agent,
RFC or any Bank hereunder or under the Notes, the amounts so
payable to the Agent, RFC or such Bank shall be increased to the
extent necessary to yield to the Agent, RFC or such Bank (after
payment of all Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this
Agreement and the Notes.  Whenever any Taxes are payable by the
Company, as promptly as possible thereafter, the Company shall
send to the Agent for its own account or for the account of RFC
or such Bank, as the case may be, a certified copy of any
original official receipt that is received by the Company showing
payment thereof (or, if no official receipt is received by the
Company, a statement of the Company indicating payment thereof).
If the Company fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Agent the required
receipts or other required documentary evidence, the Company
shall indemnify the Agent, RFC and the Banks for any incremental
taxes, interest or penalties that may become payable by the
Agent, RFC or any Bank as a result of any such failure, except to
the extent such failure is attributable to a failure by a Non-
U.S. Bank to comply with the form delivery and notice
requirements of paragraph (b) below or a breach of the
representations contained in paragraph (d) below.

(b)  Each of the Agent, RFC and each Bank (or Transferee) that,
is not a citizen or resident of the United States of America, a
corporation, partnership or other entity created or organized in
or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to
federal income taxation regardless of the source of its income
(in each case, a "Non-U.S. Bank") shall deliver to the Company
and the Agent (or, in the case of a Participant, to the Bank from
which the related participation shall have been purchased) two
copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S.
Bank claiming complete exemption from U.S. federal withholding
tax on all payments by the Company under this Agreement.  Such
forms shall be delivered by each Non-U.S. Bank on or before the
date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the
related participation).  In addition, each Non-U.S. Bank shall
deliver such forms promptly upon the obsolescence or invalidity
of any form previously delivered by such Non-U.S. Bank.  Each Non-
U.S. Bank shall promptly notify the Company at any time it
determines that it is no longer in a position to provide any
previously delivered certificate to the Company (or any other
form of certification adopted by the U.S. taxing authorities for
such purpose).  Notwithstanding any other provision of this
paragraph, a Non-U.S. Bank shall not be required to deliver any
form pursuant to this paragraph that such Non-U.S. Bank is not
legally able to deliver, provided, however, that in the event
that the failure to be able to deliver such form is not
attributable to a change in law, the Company shall be relieved of
the obligation to make additional payments under subsection
2.14(a) above.

(c)  The agreements in subsection 2.14 shall survive the
termination of this Agreement and the payment of the RFC Loans
and all other amounts payable hereunder.

(d)  RFC represents that it is solely owned by a domestic
partnership within the meaning of Code Section 7701(a)(30)(B) as
of the Closing Date, and that it will remain solely owned by a
domestic partnership within the meaning of Code Section
7701(a)(30)(B) or a domestic corporation within the meaning of
Code Section 7701(a)(30)(C).

2.15 Indemnity

The Company agrees to indemnify RFC and each Bank
and to hold RFC and each Bank harmless from any loss or expense
(other than any loss of anticipated margin or profit) which RFC
or such Bank may sustain or incur as a consequence of (a) default
by the Company in payment when due of the principal amount of or
interest on CP Rate Loans by RFC or any Eurodollar Loans of such
Bank, (b) default by the Company in making a borrowing or
conversion after the Company has given a notice of borrowing in
accordance with subsection 2.1(b) or a notice of continuation or
conversion pursuant to subsection 2.6, (c) default by the Company
in making any prepayment after the Company has given a notice in
accordance with subsection 2.6 or (d) the making of (i) a
prepayment of a Eurodollar Loan on a day which is not the last
day of an Interest Period with respect and/or (ii) a prepayment
of principal of a CP Rate Loan in an amount that is excess of the
principal amount of Allocated Commercial Paper that is maturing
on such prepayment date ("CP Excess Amount"),  including, without
limitation, in respect of Eurodollar Loans, any such loss or
expense arising from the reemployment of funds obtained by it to
maintain its Eurodollar Loans hereunder or from fees payable to
terminate the deposits from which such funds were obtained and in
respect of CP Rate Loans, CP Breakage Costs.  Any Bank claiming
any amount under this subsection 2.15 shall provide calculations,
in reasonable detail, of the amount of its loss or expense.  This
covenant shall survive termination of this Agreement and payment
of the outstanding RFC Loans and all other amounts payable
hereunder.

2.16 Application of Proceeds of RFC Loans

Subject to the provisions of the following sentence,
the Company may use the proceeds of the RFC Loans for any lawful
general corporate purpose, including acquisitions.  The Company
will not, directly or indirectly, apply any part of the proceeds
of any such RFC Loan for the purpose of "purchasing" or
"carrying" any Margin Stock within the respective meanings of
each of the quoted terms under Regulation U, or to refund any
indebtedness incurred for such purpose, provided that the Company
may use the proceeds of RFC Loans for such purposes, if such
usage does not violate Regulation U as now and from time to time
hereafter in effect.

2.17 Notice of Certain Circumstances; Assignment of Commitments
Under Certain Circumstances

(a)  Any Bank claiming any additional amounts
payable pursuant to subsections 2.12, 2.13 or 2.14 or exercising
its rights under subsection 2.11, shall, in accordance with the
respective provisions thereof, provide notice to the Company and
the Agent.  Such notice to the Company and the Agent shall
include details reasonably sufficient to establish the basis for
such additional amounts payable or the rights to be exercised by
the Bank.

(b)  Any Bank claiming any additional amounts payable pursuant to
subsections 2.12, 2.13 or 2.14 or exercising its rights under
subsection 2.11, shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or
document requested by the Company or to change the jurisdiction
of its applicable lending office if the making of such filing or
change would avoid the need for or reduce the amount of any such
additional amounts which may thereafter accrue or avoid the
circumstances giving rise to such exercise and would not, in the
reasonable determination of such Bank, be otherwise
disadvantageous in any material respect to such Bank.

(c)  In the event that the Company shall be required to make any
additional payments to any Bank pursuant to subsections 2.12,
2.13 or 2.14 or any Bank shall exercise its rights under
subsection 2.11, the Company shall have the right at its own
expense, upon notice to such Bank and the Agent, to require such
Bank to transfer and to assign without recourse (in accordance
with and subject to the terms of subsection 10.6) all its
interest, rights and obligations under this Agreement to another
financial institution (including any Bank) acceptable to the
Agent and RFC (which approval shall not be unreasonably withheld)
which shall assume such obligations; provided that (i) no such
assignment shall conflict with any Requirement of Law and (ii)
such assuming financial institution shall pay to such Bank in
immediately available funds on the date of such assignment the
outstanding principal amount of the RFC Loans held by such Bank
together with accrued interest thereon and all other amounts
accrued for its account or owed to it hereunder, including, but
not limited to additional amounts payable under subsections 2.11,
2.12, 2.13 or 2.14.

2.18 Regulation U

(a)  If at any time the Company shall use the
proceeds of any RFC Loans for the purpose of "purchasing" or
"carrying" any Margin Stock within the respective meanings of
each of the quoted terms under Regulation U, or to refund any
indebtedness incurred for such purpose, and, after giving effect
to such purchase or refund, more than 25% of the value
(determined in accordance with Regulation U) of the assets
subject to the restrictions of Section 7 would be represented by
Margin Stock, the Company shall give notice thereof to the Agent,
RFC and the Banks, and thereafter the RFC Loans made by each Bank
shall at all times be treated for purposes of Regulation U as two
separate extensions of credit (the "A Credit" and the "B Credit"
of such Bank and, collectively, the "A Credits" and the "B
Credits"), as follows:

(i)  the aggregate amount of the A Credit of RFC or such Bank
shall be an amount equal to such RFC or such Bank's pro rata
share (based on the amount of its Commitment Percentage) of the
maximum loan value (as determined in accordance with Regulation
U), of all Margin Stock Collateral; and

(ii) the aggregate amount of the B Credit of RFC or such Bank
shall be an amount equal to RFC or such Bank's pro rata share
(based on the amount of its Commitment Percentage) of all RFC
Loans outstanding hereunder minus such Bank's A Credit.
In the event that any Margin Stock Collateral is acquired or
sold, the amount of the A Credit of such Bank shall be adjusted
(if necessary), to the extent necessary by prepayment, to an
amount equal to such Bank's pro rata share (based on the amount
of its Commitment Percentage) of the maximum loan value
(determined in accordance with Regulation U) as of the date of
such acquisition or sale) of the Margin Stock Collateral
immediately after giving effect to such acquisition or sale.
Nothing contained in this subsection 2.18 shall be deemed to
permit any sale of Margin Stock Collateral in violation of any
other provisions of this Agreement.

(b)  Each Bank will maintain its records to identify the A Credit
of such Bank and the B Credit of such Bank, and, solely for the
purposes of complying with Regulation U, the A and B Credits
shall be treated as separate extensions of credit.  Each Bank
hereby represents and warrants that the loan value of the Other
Collateral is sufficient for such Bank to lend its pro rata share
of the B Credit.

(c)  The benefits of the indirect security in Margin Stock
Collateral created by any provisions of this Agreement shall be
allocated first to the benefit and security of the payment of the
principal of and interest on the A Credits of the Banks and of
all other amounts payable by the Company under this Agreement in
connection with the A Credits (collectively, the "A Credit
Amounts") and second, only after the payment in full of the A
Credit Amounts, to the benefit and security of the payment of the
principal of and interest on the B Credits of the Banks and of
all other amounts payable by the Company under this Agreement in
connection with the B Credits (collectively, the "B Credit
Amounts"). The benefits of the indirect security in Other
Collateral created by any provisions of this Agreement, shall be
allocated first to the benefit and security of the payment of the
B Credit Amounts and second, only after the payment in full of
the B Credit Amounts, to the benefit and security of the payment
of the A Credit Amounts.

(d)  The Company shall furnish to each Bank at the time of each
acquisition and sale of Margin Stock Collateral such information
and documents as the Agent or such Bank may require to determine
the A and B Credits, and at any time and from time to time, such
other information and documents as the Agent or such Bank may
reasonably require to determine compliance with Regulation U.
(e)  Each Bank shall be responsible for its own compliance with
and administration of the provisions of this subsection 2.18 and
Regulation U, and the Agent shall have no responsibility for any
determinations or allocations made or to be made by any Bank as
required by such provisions.

2.19 Purchase and Termination.

If (x) a Wind-Down Event has occurred, or (y) at any
time when all of the RFC Loans are held by the Banks or no CP
Rate Loans are outstanding, or (z) on or after the tenth Business
Day immediately preceding the Termination Date, the Company may
deliver a notice (the "CP Termination Notice") to the
Administrative Agent, RFC and the CP Issuer.  Upon delivery of a
CP Termination Notice and in the case of (x) and (z) of the
preceding sentence, RFC shall take such action as set forth in
Section 4.13 of the Liquidity Agreement.  The Company agrees to
pay any amounts owing under subsection 2.15 in connection with
any such purchase.  Upon the delivery of the CP Termination
Notice and, in the case of (x) and (z) of the first sentence of
this subsection 2.19, payment of such amounts as may be due RFC
pursuant to Section 4.13 of the Liquidity Agreement, the Company
shall convert the outstanding amount of such RFC Loans into loans
under the 364-Day Facility in accordance with subsection 2.1(d)
thereof.  Upon such conversion the Facility Amount shall be zero.

2.20 Additional Fee Payable to Downgraded Banks.

If a Bank funds a Downgrade Deposit under the Liquidity
Agreement, then the Company shall pay to the Agent, for the
account of such Bank, on the amount of such Downgrade Deposit
from time to time, an amount per annum equal to the Applicable
Margin with respect to Eurodollar Loans as an additional fee
hereunder.  Such fee shall be payable by the Company in arrears
on the last day of each month, commencing on the first of such
days to occur after such Bank funds its Downgrade Deposit and on
the Termination Date.

SECTION 3.     REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants that:

3.1  Corporate Existence; Compliance with Law

Each of the Company and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party, to own and
operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c)
is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires
such qualification and (d) is in compliance with all Requirements
of Law, including, without limitation, HMO Regulations and
Insurance Regulations, except to the extent that the failure to
be so qualified or to comply therewith would not have a Material
Adverse Effect.

3.2  No Legal Obstacle to Agreement; Enforceability

Neither the execution and delivery of any Loan
Document, nor the making by the Company of any borrowings
hereunder, nor the consummation of any transaction herein or
therein referred to or contemplated hereby or thereby nor the
fulfillment of the terms hereof or thereof or of any agreement or
instrument referred to in this Agreement, has constituted or
resulted in or will constitute or result in a breach of any
Requirement of Law, including without limitation, HMO Regulations
and Insurance Regulations, or any Contractual Obligation of the
Company or any of its Subsidiaries, or result in the creation
under any agreement or instrument of any security interest, lien,
charge or encumbrance upon any of the assets of the Company or
any of its Subsidiaries.  No approval, authorization or other
action by any Governmental Authority, including, without
limitation, HMO Regulators and Insurance Regulators, or any other
Person is required to be obtained by the Company or any of its
Subsidiaries in connection with the execution, delivery and
performance of this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby, or the making of any
borrowing by the Company hereunder.  This Agreement has been, and
each other Loan Document will be, duly executed and delivered on
behalf of the Company.  This Agreement constitutes, and each
other Loan Document when executed and delivered will constitute,
a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by
proceedings in equity or at law).

3.3  Litigation

Except as disclosed in the Company's Annual Report
on Form 10-K for its fiscal year ended December 31, 2000 and the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended March 31, 2001 and June 30, 2001 filed with the Securities
and Exchange Commission and previously distributed to the Banks,
as of the date hereof, there is no litigation, at law or in
equity, or any proceeding before any federal, state, provincial
or municipal board or other governmental or administrative
agency, including without limitation, HMO Regulators and
Insurance Regulators, pending or to the knowledge of the Company
threatened which, after giving effect to any applicable
insurance, could reasonably be expected to have a Material
Adverse Effect or which seeks to enjoin the consummation of any
of the transactions contemplated by this Agreement or any other
Loan Document, and no judgment, decree, or order of any federal,
state, provincial or municipal court, board or other governmental
or administrative agency, including without limitation, HMO
Regulators and Insurance Regulators, has been issued against the
Company or any Subsidiary which has, or may involve, a material
risk of a Material Adverse Effect.  The Company does not believe
that the final resolution of the matters disclosed in its Annual
Report on Form 10-K for its fiscal year ended December 31, 2000
and the Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, 2001 and June 30, 2001 filed with the
Securities and Exchange Commission and previously distributed to
the Banks, will have a Material Adverse Effect.

3.4  Disclosure

Neither this Agreement nor any agreement, document,
certificate or statement furnished to the Banks by the Company in
connection herewith (including, without limitation, the
information relating to the Company and its Subsidiaries included
in the Confidential Information Memorandum dated September 2001
delivered in connection with the syndication of the credit
facilities hereunder) contains any untrue statement of material
fact or, taken as a whole together with all other information
furnished to the Banks by the Company, omits to state a material
fact necessary in order to make the statements contained herein
or therein not misleading.  All pro forma financial statements
made available to the Banks have been prepared in good faith
based upon reasonable assumptions.  There is no fact known to the
Company which materially adversely affects or in the future could
reasonably be expected to materially adversely affect the
business, operations, affairs or condition of the Company and its
Subsidiaries on a consolidated basis, except to the extent that
they may be affected by future general economic conditions.

3.5  Defaults

Neither the Company nor any of its Subsidiaries is
in default under or with respect to any Requirement of Law or
Contractual Obligation in any respect which has had, or may have,
a Material Adverse Effect.  No Default or Event of Default has
occurred and is continuing.

3.6  Financial Condition

The Company has furnished to the Agent and each Bank
copies of the following:

(a)  The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 2000; and

(b)  the Quarterly Reports of the Company on Form 10-Q for the
fiscal quarters ended March 31, 2001 and June 30, 2001.
The financial statements included therein, including the related
schedules and notes thereto, have been prepared in accordance
with GAAP applied consistently throughout the periods involved
(except as disclosed therein).  As of the date of such financial
statements, neither the Company nor any of its Subsidiaries had
any known contingent liabilities of any significant amount which
in accordance with GAAP are required to be referred to in said
financial statements or in the notes thereto which could
reasonably be expected to have a Material Adverse Effect.  During
the period from December 31, 2000 to and including the date
hereof, there has been no sale, transfer or other disposition by
the Company or any of its consolidated Subsidiaries of any asset
reflected on the balance sheet referred to above that would have
been a material part of its business or property and no purchase
or other acquisition of any business or property (including any
capital stock of any other Person) material in relation to the
consolidated financial condition of the Company and its
consolidated Subsidiaries at December 31, 2000 other than as
disclosed in Schedule VI.

3.7  Changes in Condition

Since December 31, 2000, there has been no
development or event nor any prospective development or event,
which has had, or could reasonably be expected to have, a
Material Adverse Effect.

3.8  Assets

The Company and each Subsidiary have good and
marketable title to all material assets carried on their books
and reflected in the financial statements referred to in
subsection 4.6 or furnished pursuant to subsection 6.4, except
for assets held on Financing Leases or purchased subject to
security devices providing for retention of title in the vendor,
and except for assets disposed of as permitted by this Agreement.

3.9  Tax Returns

The Company and each of its Subsidiaries have filed
all tax returns which are required to be filed and have paid, or
made adequate provision for the payment of, all taxes which have
or may become due pursuant to said returns or to assessments
received.  All federal tax returns of the Company and its
Subsidiaries through their fiscal years ended in 1997 have been
audited by the Internal Revenue Service or are not subject to
such audit by virtue of the expiration of the applicable period
of limitations, and the results of such audits are fully
reflected in the balance sheets referred to in subsection 3.6.
The Company knows of no material additional assessments since
said date for which adequate reserves have not been established.

3.10 Contracts, etc

Attached hereto as Schedule III is a statement of
outstanding Indebtedness of the Company and its Subsidiaries for
borrowed money in excess of $2,000,000 as of the date set forth
therein, and a complete and correct list of all agreements,
contracts, indentures, instruments, documents and amendments
thereto to which the Company or any Subsidiary is a party or by
which it is bound pursuant to which any such Indebtedness of the
Company and its Subsidiaries is outstanding on the date hereof.
Said Schedule III also includes a complete and correct list of
all such Indebtedness of the Company and its Subsidiaries
outstanding on the date indicated in respect of Guarantee
Obligations in excess of $2,000,000 and letters of credit in
excess of $2,000,000, and there have been no increases in such
Indebtedness since said date other than as permitted by this
Agreement.

3.11 Subsidiaries

As of the date hereof, the Company has only the
Subsidiaries set forth in Schedule IV, all of the outstanding
capital stock of each of which is duly authorized, validly
issued, fully paid and nonassessable and owned as set forth in
said Schedule IV.  Schedule IV indicates all Subsidiaries of the
Company which are not Wholly-Owned Subsidiaries and the
percentage ownership of the Company and its Subsidiaries in each
such Subsidiary.  The capital stock and securities owned by the
Company and its Subsidiaries in each of the Company's
Subsidiaries are owned free and clear of any mortgage, pledge,
lien, encumbrance, charge or restriction on the transfer thereof
other than restrictions on transfer imposed by applicable
securities laws and restrictions, liens and encumbrances
outstanding on the date hereof and listed in said Schedule IV.

3.12 Burdensome Obligations

Neither the Company nor any Subsidiary is a party to
or bound by any agreement, deed, lease or other instrument, or
subject to any charter, by-law or other corporate restriction
which, in the reasonable opinion of the management thereof, is so
unusual or burdensome as to in the foreseeable future have a
Material Adverse Effect.  The Company does not presently
anticipate that future expenditures of the Company and its
Subsidiaries needed to meet the provisions of any federal or
state statutes, orders, rules or regulations will be so
burdensome as to have a Material Adverse Effect.

3.13 Pension Plans

Each Plan maintained by the Company, any Subsidiary
or any Control Group Person or to which any of them makes or will
make contributions is in material compliance with the applicable
provisions of ERISA and the Code.  Neither the Company nor any
Subsidiary nor any Control Group Person maintains, contributes to
or participates in any Plan that is a "defined benefit plan" as
defined in ERISA.  Neither the Company, any Subsidiary, nor any
Control Group Person has since August 31, 1987 maintained,
contributed to or participated in any Multiemployer Plan, with
respect to which a complete withdrawal would result in any
withdrawal liability.  The Company and its Subsidiaries have met
all of the funding standards applicable to all Plans that are not
Multiemployer Plans, and there exists no event or condition which
would permit the institution of proceedings to terminate any Plan
that is not a Multiemployer Plan.  The current value of the
benefits guaranteed under Title IV of ERISA of each Plan that is
not a Multiemployer Plan does not exceed the current value of
such Plan's assets allocable to such benefits.

3.14 Environmental and Public and Employee Health and Safety
Matters

The Company and each Subsidiary has complied with
all applicable Federal, state, and other laws, rules and
regulations relating to environmental pollution or to
environmental regulation or control or to public or employee
health or safety, except to the extent that the failure to so
comply would not be reasonably likely to result in a Material
Adverse Effect.  The Company's and the Subsidiaries' facilities
do not contain, and have not previously contained, any hazardous
wastes, hazardous substances, hazardous materials, toxic
substances or toxic pollutants regulated under the Resource
Conservation and Recovery Act, the Comprehensive Environmental
Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean
Air Act, the Clean Water Act or any other applicable law relating
to environmental pollution or public or employee health and
safety, in violation of any such law, or any rules or regulations
promulgated pursuant thereto, except for violations that would
not be reasonably likely to result in a Material Adverse Effect.
The Company is aware of no events, conditions or circumstances
involving environmental pollution or contamination or public or
employee health or safety, in each case applicable to it or its
Subsidiaries, that would be reasonably likely to result in a
Material Adverse Effect.

3.15 Federal Regulations

No part of the proceeds of any RFC Loans will be
used in any transaction or for any purpose which violates the
provisions of Regulations T, U or X as now and from time to time
hereafter in effect.  If requested by any Bank or the Agent, the
Company will furnish to the Agent and each Bank a statement to
the foregoing effect in conformity with the requirements of Form
FR U-1 or Form FR G-3 referred to in Regulation U.

3.16 Investment Company Act; Other Regulations

The Company is not an "investment company", or a
company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.
Except as set forth in Schedule VII, the Company is not subject
to regulation under any Federal or State statute or regulation
(other than Regulation X) which limits its ability to incur
Indebtedness.

3.17 Solvency

Each of the Company, and the Company and its
Subsidiaries taken as a whole, is Solvent.

3.18 Casualties

Neither the businesses nor the properties of the
Company or any of its Subsidiaries are affected by any fire,
explosion, accident, strike, lockout or other material labor
dispute, drought, storm, hail, earthquake, embargo, act of God or
of the public enemy or other casualty (whether or not covered by
insurance) that could reasonably be expected to have a Material
Adverse Effect.

3.19 Business Activity

Except as set forth in Schedule VIII, neither the
Company nor any of its Subsidiaries is engaged in any line of
business that is not related to the healthcare industry other
than the sale of life insurance in connection with the sale of
medical insurance or other healthcare services, sale of long term
care insurance, or any business or activity which is immaterial
to the Company and its Subsidiaries on a consolidated basis.

3.20 Purpose of RFC Loans

The proceeds of the RFC Loans shall be used to
finance any lawful general corporate purpose, including
acquisitions, provided that no part of the proceeds of any RFC
Loans will be used in any transaction or for any purpose which
violates the provisions of Regulation U as now and from time to
time hereafter in effect.

SECTION 4.     CONDITIONS

4.1  Conditions to the Closing Date

The Company will not request the initial RFC Loan
hereunder unless the Company has satisfied the following
conditions:

(a)  Loan Documents.  The Agent shall have received this
Agreement and the Liquidity Agreement, executed and delivered by
a duly authorized officers of each of the parties thereto.

(b)  Legal Opinions.  The Agent shall have received, with a copy
for each Bank, opinions rendered by (i) the assistant general
counsel of the Company, substantially in the form of Exhibit D-1,
and (ii) Fried, Frank, Harris, Shriver & Jacobson, counsel to the
Company, substantially in the form of Exhibit D-2.

(c)  Closing Certificate.  The Agent shall have received, with a
copy for each Bank, a Closing Certificate, substantially in the
form of Exhibit C and dated the Closing Date, executed by a
Responsible Officer of the Company.

(d)  Legality, etc.  The consummation of the transactions
contemplated hereby shall not contravene, violate or conflict
with any Requirement of Law including, without limitation, HMO
Regulations and Insurance Regulations, and all necessary
consents, approvals and authorizations of any Governmental
Authority or any Person to or of such consummation shall have
been obtained and shall be in full force and effect.

(e)  Fees.  The Agent shall have received the fees to be received
on the Closing Date referred to in subsection 2.3(b).

(f)  Corporate Proceedings.  The Agent shall have received a copy
of the resolutions, in form and substance reasonably satisfactory
to the Agent, of the Board of Directors of the Company
authorizing (i) the execution, delivery and performance of this
Agreement, the Notes and the other Loan Documents, and (ii) the
borrowings contemplated hereunder, certified by the Secretary or
an Assistant Secretary of the Company as of the Closing Date,
which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded
and shall be in form and substance reasonably satisfactory to the
Agent.

(g)  Corporate Documents.  The Agent shall have received true and
complete copies of the certificate of incorporation and by-laws
of the Company, certified as of the Closing Date as complete and
correct copies thereof by the Secretary or an Assistant Secretary
of the Company.

(h)  No Material Litigation.  Except as previously disclosed to
the Agent pursuant to subsection 3.3, no litigation, inquiry,
investigation, injunction or restraining order (including any
proposed statute, rule or regulation) shall be pending, entered
or threatened which, in the reasonable judgment of the Required
Banks, could reasonably be expected to have a Material Adverse
Effect.

(i)  Incumbency Certificate.  The Agent shall have received a
certificate of the Secretary or an Assistant Secretary of the
Company, dated the Closing Date, as to the incumbency and
signature of the officers of the Company executing each Loan
Document and any certificate or other document to be delivered by
it pursuant hereto and thereto, together with evidence of the
incumbency of such Secretary or Assistant Secretary.

(j)  Good Standing Certificates.  The Agent shall have received
copies of certificates dated as of a recent date from the
Secretary of State or other appropriate authority of such
jurisdiction, evidencing the good standing of the Company in its
jurisdiction of incorporation and in Kentucky.

(k)  No Change.  There shall not have occurred any change, or
event, and the Agent shall not have become aware of any
previously undisclosed information regarding the Company and its
Subsidiaries, which in each case in the reasonable judgment of
the Required Banks, could reasonably be expected to have a
Material Adverse Effect.

(l)  Conditions under 364-Day Facility.  On or prior to the
Closing Date, all conditions to the funding of the initial loans
under the 364-Day Facility shall have been satisfied and the
Agent shall have received a certificate of a Responsible Officer
of the Company to such effect.

4.2  Conditions to Each Loan

The Company will not request any RFC Loan hereunder
unless the Company has satisfied the following conditions:

(a)  Representations and Warranties.  Each of the representations
and warranties made by the Company and its Subsidiaries in or
pursuant to the Loan Documents shall be true and correct in all
material respects on and as of such date as if made on and as of
such date.

(b)  No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to
the RFC Loans requested to be made on such date.

(c)  Additional Matters.  All corporate and other proceedings,
and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Agreement
and the other Loan Documents shall be reasonably satisfactory in
form and substance to the Agent, and the Agent shall have
received such other documents, instruments, legal opinions or
other items of information reasonably requested by it, including,
without limitation, copies of any debt instruments, security
agreements or other material contracts to which the Company may
be a party in respect of any aspect or consequence of the
transactions contemplated hereby or thereby as it shall
reasonably request.

(d)  Regulations.  In the case of any RFC Loan the proceeds of
which will be used, in whole or in part, to finance an
acquisition, such acquisition shall be in full compliance with
all applicable requirements of law, including, without
limitation, Regulations T, U and X of the Board of Governors of
the Federal Reserve System.

(e)  Governmental, Third Party Approvals.  In the case of any RFC
Loan the proceeds of which will be used, in whole or in part, to
finance an acquisition, all necessary governmental and regulatory
approvals, and all third party approvals the failure to obtain
which would result in the acceleration of indebtedness unless
such indebtedness is paid when due, in connection with such
acquisition or in connection with this Agreement shall have been
obtained and remain in effect, and all applicable waiting periods
with respect to antitrust matters shall have expired without any
action being taken by any competent authority which restrains
such acquisition.

(f)  No Restraints.  In the case of any RFC Loan the proceeds of
which will be used, in whole or in part, to finance an
acquisition, there shall exist no judgment, order, injunction or
other restraint which would prevent the consummation of such
acquisition.

(g)  Form FR U-1; Form FR G-3.  In the case of any RFC Loan the
proceeds of which will be used, in whole or in part, to purchase
or carry Margin Stock, the Company shall have executed and
delivered to the Agent and each Bank a statement on Form FR U-1
referred to in Regulation U or, if applicable, Form FR G-3
referred to in Regulation U, showing compliance with Regulation U
after giving effect to such RFC Loan.

(h)  Legal Opinion.  In the case of any RFC Loan the proceeds of
which will be used, in whole or in part, to purchase or carry
Margin Stock, the Agent shall have received a written legal
opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to
the Company, or such other counsel reasonably acceptable to the
Agent, to the effect that such RFC Loan and the Company's use of
the proceeds thereof does not violate Regulation U or Regulation X.

(i)  Liquidity Agreement.  With respect to any requested RFC
Loans that are CP Rate Loans only, the Liquidity Agreement is in
full force and effect and no default has occurred and is
continuing thereunder or would result from such requested RFC
Loans.

(j)  Wind-Down Event.  No Wind-Down Event has occurred and is
continuing or would result from the requested RFC Loan.
Each borrowing by the Company hereunder shall constitute a
representation and warranty by the Company as of the date of such
extension of credit that the conditions contained in this
subsection 4.2 have been satisfied.

SECTION 5.     AFFIRMATIVE COVENANTS

The Company hereby agrees that, from and after the
Closing Date and so long as the Commitments remain in effect, any
Note remains outstanding and unpaid or any other amount is owing
to RFC, any Bank or the Agent hereunder, the Company shall and
(except in the case of delivery of financial information, reports
and notices) shall cause each of its Subsidiaries to:

5.1  Taxes, Indebtedness, etc.

Duly pay, discharge or otherwise satisfy, or cause
to be paid, discharged or otherwise satisfied, before the same
shall become in arrears, all taxes, assessments, levies and other
governmental charges imposed upon such corporation and its
properties, sales and activities, or any part thereof, or upon
the income or profits therefrom; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity
or amount thereof shall currently be contested in good faith by
appropriate proceedings and if the Company or the Subsidiary in
question shall have set aside on its books appropriate reserves
in conformity with GAAP with respect thereto.  Each of the
Company and its Subsidiaries will promptly pay when due, or in
conformance with customary trade terms, all other Indebtedness,
liabilities and other obligations of whatever nature incident to
its operations; provided, however, that any such Indebtedness,
liability or obligation need not be paid if the validity or
amount thereof shall currently be contested in good faith and if
the Company or the Subsidiary in question shall have set aside on
its books appropriate reserves in conformity with GAAP with
respect thereto.

5.2  Maintenance of Properties; Maintenance of Existence

Keep its material properties in good repair, working
order and condition and will comply at all times with the
provisions of all material leases and other material agreements
to which it is a party so as to prevent any material loss or
forfeiture thereof or thereunder unless compliance therewith is
being contested in good faith by appropriate proceedings and if
the Company or the Subsidiary in question shall have set aside on
its books appropriate reserves in conformity with GAAP with
respect thereto; and in the case of the Company or any Subsidiary
of the Company while such Person remains a Subsidiary, will do
all things necessary to preserve, renew and keep in full force
and effect and in good standing its corporate existence and all
rights, privileges and franchises necessary to continue such
businesses.

5.3  Insurance

Maintain or cause to be maintained, with financially
sound and reputable insurers including any Subsidiary which is
engaged in the business of providing insurance protection,
insurance (including, without limitation, public liability
insurance, business interruption insurance, reinsurance for
medical claims and professional liability insurance against
claims for malpractice) with respect to its material properties
and business and the properties and business of its Subsidiaries
in at least such amounts and against at least such risks as are
customarily carried under similar circumstances by other
corporations engaged in the same or a similar business; and
furnish to the Agent, upon written request, full information as
to the insurance carried.  Such insurance may be subject to co-
insurance, deductibility or similar clauses which, in effect,
result in self-insurance of certain losses, and the Company may
self-insure against such loss or damage, provided that adequate
insurance reserves are maintained in connection with such self-
insurance.

5.4  Financial Statements

The Company will and will cause each of its
Subsidiaries to maintain a standard modern system of accounting
in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and affairs
in accordance with GAAP consistently applied, and will furnish
(or make available via the IntraLinks website) the following to
the Agent (if not provided via IntraLinks, in duplicate if so
requested):

(a)  Annual Statements.  As soon as available, and in any event
within 100 days after the end of each fiscal year, the
consolidated balance sheet as at the end of each fiscal year and
consolidated statements of profit and loss and of retained
earnings for such fiscal year of the Company and its
Subsidiaries, together with comparative consolidated figures for
the next preceding fiscal year, accompanied by reports or
certificates of PricewaterhouseCoopers, or, if they cease to be
the auditors of the Company, of other independent public
accountants of national standing and reputation, to the effect
that such balance sheet and statements were prepared in
accordance with GAAP consistently applied and fairly present the
financial position of the Company and its Subsidiaries as at the
end of such fiscal year and the results of their operations and
changes in financial position for the year then ended and the
statement of such accountants and of the treasurer of the Company
that such said accountants and treasurer have caused the
provisions of this Agreement to be reviewed and that nothing has
come to their attention to lead them to believe that any Default
exists hereunder or, if such is not the case, specifying such
Default or possible Default and the nature thereof.  In addition,
such financial statements shall be accompanied by a certificate
of the treasurer of the Company containing computations showing
compliance with subsections 6.1, 6.2, 6.3 and 6.5.

(b)  Quarterly Statements.  As soon as available, and in any
event within 55 days after the close of each of the first three
fiscal quarters of the Company and its Subsidiaries in each year,
consolidated balance sheets as at the end of such fiscal quarter
and consolidated profit and loss and retained earnings statements
for the portion of the fiscal year then ended, of the Company and
its Subsidiaries, together with computations showing compliance
with subsections 6.1, 6.2, 6.3 and 6.5, accompanied by a
certificate of the treasurer of the Company that such statements
and computations have been properly prepared in accordance with
GAAP, consistently applied, and fairly present the financial
position of the Company and its Subsidiaries as at the end of
such fiscal quarter and the results of their operations and
changes in financial position for such quarter and for the
portion of the fiscal year then ended, subject to normal audit
and year-end adjustments, and to the further effect that he has
caused the provisions of this Agreement and all other agreements
to which the Company or any of its Subsidiaries is a party and
which relate to Indebtedness to be reviewed, and has no knowledge
that any Default has occurred under this Agreement or under any
such other agreement, or, if said treasurer has such knowledge,
specifying such Default and the nature thereof.

(c)  ERISA Reports.  The Company will furnish the Agent with
copies of any request for waiver of the funding standards or
extension of the amortization periods required by Sections 303
and 304 of ERISA or Section 412 of the Code promptly after any
such request is submitted by the Company to the Department of
Labor or the Internal Revenue Service, as the case may be.
Promptly after a Reportable Event occurs, or the Company or any
of its Subsidiaries receives notice that the PBGC or any Control
Group Person has instituted or intends to institute proceedings
to terminate any pension or other Plan, or prior to the Plan
administrator's terminating such Plan pursuant to Section 4041 of
ERISA, the Company will notify the Agent and will furnish to the
Agent a copy of any notice of such Reportable Event which is
required to be filed with the PBGC, or any notice delivered by
the PBGC evidencing its institution of such proceedings or its
intent to institute such proceedings, or any notice to the PBGC
that a Plan is to be terminated, as the case may be.  The Company
will promptly notify the Agent upon learning of the occurrence of
any of the following events with respect to any Plan which is a
Multiemployer Plan:  a partial or complete withdrawal from any
Plan which may result in the incurrence by the Company or any of
is Subsidiaries of withdrawal liability in excess of $1,000,000
under Subtitle E of Title IV of ERISA, or of the termination,
insolvency or reorganization status of any Plan under such
Subtitle E which may result in liability to the Company or any of
its Subsidiaries in excess of $1,000,000.  In the event of such a
withdrawal, upon the request of the Agent, the Company will
promptly provide information with respect to the scope and extent
of such liability, to the best of the Company's knowledge.

5.5  Certificates; Other Information

Furnish (or make available via the IntraLinks website) to the Agent:

(a)  within five Business Days after the same are sent, copies of
all financial statements and reports which the Company sends to
its stockholders, and within five Business Days after the same
are filed, copies of all financial statements and reports which
the Company may make to, or file with, the Securities and
Exchange Commission;

(b)  not later than thirty days prior to the end of each fiscal
year of the Company, a schedule of the Company's insurance
coverage and such supplemental schedules with respect thereto as
the Agent may from time to time reasonably request;

(c)  within five Business Days after the consummation of a
transaction described in subsection 6.4(c) or (d) or subsection 6.5(f) which,
in each case, involves a Significant Subsidiary or assets which, if they
constituted a separate Subsidiary, would constitute a Significant Subsidiary,
a certificate of the treasurer or chief financial officer of the Company
demonstrating pro forma compliance with the financial covenants in this
Agreement after giving effect to such transaction; and

(d)  promptly, such additional financial and other information as
the Agent may from time to time reasonably request.

5.6  Compliance with ERISA

Each of the Company and its Subsidiaries will meet,
and will cause all Control Group Persons to meet, all minimum
funding requirements applicable to any Plan imposed by ERISA or
the Code (without giving effect to any waivers of such
requirements or extensions of the related amortization periods
which may be granted), and will at all times comply, and will
cause all Control Group Persons to comply, in all material
respects with the provisions of ERISA and the Code which are
applicable to the Plans.  At no time shall the aggregate actual
and contingent liabilities of the Company under Sections 4062,
4063, 4064 and other provisions of ERISA (calculated as if the
30% of collective net worth amount referred to in Section
4062(b)(1)(A)(i)(II) of ERISA exceeded the actual total amount of
unfunded guaranteed benefits referred to in Section
4062(B)(1)(A)(i)(I) of ERISA) with respect to all Plans (and all
other pension plans to which the Company, any Subsidiary, or any
Control Group Person made contributions prior to such time)
exceed $5,000,000.  Neither the Company nor its Subsidiaries will
permit any event or condition to exist which could permit any
Plan which is not a Multiemployer Plan to be terminated under
circumstances which would cause the lien provided for in Section
4068 of ERISA to attach to the assets of the Company or any of
its Subsidiaries.

5.7  Compliance with Laws

Comply with all Contractual Obligations and
Requirements of Law (including, without limitation, the HMO
Regulations, Insurance Regulations, Regulation X and laws
relating to the protection of the environment), except where the
failure to comply therewith could not, in the aggregate, have a
Material Adverse Effect.

5.8  Inspection of Property; Books and Records; Discussions

Keep proper books of records and account in which
full, true and correct entries in conformity with GAAP, all
Requirements of Law, including but not limited to, HMO
Regulations and Insurance Regulations, and the terms hereof shall
be made of all dealings and transactions in relation to its
business and activities; and permit, upon reasonable notice,
representatives of any Bank to visit and inspect any of its
properties and examine and make abstracts from any of its books
and records at any reasonable time and as often as may reasonably
be desired and to discuss the business, operations, properties
and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its
Subsidiaries and with its independent certified public
accountants.

5.9  Notices

Promptly give notice to the Agent and to RFC of:

(a)  the occurrence of any Default, Event of Default or Wind-Down
Event;

(b)  any (i) default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries or (ii)
litigation, investigation or proceeding which exists at any time
between the Company or any of its Subsidiaries and any
Governmental Authority (including, without limitation, HMO
Regulators and Insurance Regulators), which in either case, if
not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect;

(c)  the commencement of any litigation or proceeding or a
material development or material change in any ongoing litigation
or proceeding affecting the Company or any of its Subsidiaries as
a result of which commencement, development or change the Company
or one of its Subsidiaries could reasonably be expected to incur
a liability (as a result of an adverse judgment or ruling,
settlement, incurrence of legal fees and expenses or otherwise)
of $10,000,000 or more and not covered by insurance or in which
material injunctive or similar relief is sought;

(d)  the following events, as soon as possible and in any event
within 30 days after the Company knows:  (i) the occurrence or
expected occurrence of any Reportable Event with respect to any
Plan, or any withdrawal from, or the termination, Reorganization
or Insolvency of any Multiemployer Plan or (ii) the institution
of proceedings or the taking of any other action by the PBGC or
the Company or any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from, or the
terminating, Reorganization or Insolvency of, any Plan;

(e)  a development or event which could reasonably be expected to
have a Material Adverse Effect;

(f)  the material non-compliance with any Contractual Obligation
or Requirement of Law, including, without limitation, HMO
Regulations and Insurance Regulations, that is not currently
being contested in good faith by appropriate proceedings;

(g)  the revocation of any material license, permit,
authorization, certificate or, qualification of the Company or
any Subsidiary by any Governmental Authority, including, without
limitation, the HMO Regulators and Insurance Regulators; and
(h)  any significant change in or material additional restriction
placed on the ability of a Significant Subsidiary to continue
business as usual, including, without limitation, any such
restriction prohibiting the payment to the Company of dividends
by any Significant Subsidiary, by any Governmental Authority,
including, without limitation, the HMO Regulators and Insurance
Regulators.

Each notice pursuant to this subsection shall be accompanied by a
statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action the
Company proposes to take with respect thereto.

5.10 Maintenance of Licenses, Etc

Preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, all licenses, permits,
authorizations, certifications and qualifications (including,
without limitation, those qualifications with respect to solvency
and capitalization) required under the HMO Regulations or the
Insurance Regulations in connection with the ownership or
operation of HMO's or insurance companies except were the failure
to do so would not result in a Material Adverse Effect.

5.11 Further Assurances

Execute any and all further documents, and take all
further action which the Agent may reasonably request in order to
effectuate the transactions contemplated by the Loan Documents.

SECTION 6.     NEGATIVE COVENANTS

The Company hereby agrees that, from and after the
Closing Date and so long as the Commitments remain in effect, any
Note remains outstanding and unpaid or any other amount is owing
to RFC, any Bank or the Agent hereunder, the Company shall not,
and shall not permit any of its Subsidiaries to, directly or
indirectly:

6.1  Financial Condition Covenants.

(a)  Maintenance of Net Worth.  Permit Consolidated Net Worth at
any time to be less than 75% of its Consolidated Net Worth of the
Company and its consolidated subsidiaries as at March 31, 2001
plus 50% of Consolidated Net Income for each full fiscal quarter
after March 31, 2001 (without any deduction for any such fiscal
quarter in which such Consolidated Net Income is a negative
number).

(b)  Interest Coverage.  Permit the ratio of (i) Consolidated
EBIT for any period of four consecutive fiscal quarters of the
Company ending with any fiscal quarter set forth below to (ii)
Consolidated Interest Expense during such period, to be less than
the ratio set forth opposite such period below:

Fiscal Quarter Ending   Interest Coverage Ratio
September 30, 2001 -           3.00
September 30, 2002

December 31, 2002 -            3.50
September 30, 2003

December 31. 2003 -            4.00
and thereafter

(c)  Maximum Leverage Ratio.  Permit the Leverage Ratio on the
last day of any full fiscal quarter of the Company ending with
any fiscal quarter set forth below to be more than the ratio set
forth opposite such period below:

Fiscal Quarter Ending     Leverage Ratio
September 30, 2001 -           3.00
September 30, 2002

December 31, 2002 -            2.75
September 30, 2003

December 31. 2003 -            2.50
and thereafter

6.2  Limitation on Subsidiary Indebtedness

The Company shall not permit any of the Subsidiaries
of the Company to create, incur, assume or suffer to exist any
Indebtedness, except:

(a)  Indebtedness of any Subsidiary to the Company or any other
Subsidiary;

(b)  Indebtedness of a corporation which becomes a Subsidiary
after the date hereof, provided that (i) such indebtedness
existed at the time such corporation became a Subsidiary and was
not created in anticipation thereof and (ii) immediately before
and after giving effect to the acquisition of such corporation by
the Company no Default or Event of Default shall have occurred
and be continuing; or

(c)  additional Indebtedness of Subsidiaries of the Company not
exceeding $125,000,000 in aggregate principal amount at any one
time outstanding.

6.3  Limitation on Liens

Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

(a)  Liens, if any, securing the obligations of the Company under
this Agreement and the Notes;

(b)  Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the
Company or its Subsidiaries, as the case may be, in conformity
with GAAP;

(c)  carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days
or which are being contested in good faith by appropriate
proceedings;

(d)  pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
legislation;

(e)  deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;

(f)  easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which,
in the aggregate, are not substantial in amount and which do not
in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct
of the business of the Company or such Subsidiary;

(g)  Liens in existence on the Closing Date listed on Schedule V,
securing Indebtedness in existence on the Closing Date, provided
that no such Lien is spread to cover any additional property
after the Closing Date and that the amount of Indebtedness
secured thereby is not increased;

(h)  Liens securing Indebtedness of the Company and its
Subsidiaries not prohibited hereunder incurred to finance the
acquisition of fixed or capital assets, provided that (i) such
Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (ii) such Liens do
not at any time encumber any property other than the property
financed by such Indebtedness and (iii) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 80%
of the original purchase price of such property;
(i)  Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof, provided that (i)
such Liens existed at the time such corporation became a
Subsidiary and were not created in anticipation thereof, (ii) any
such Lien is not spread to cover any other property or assets
after the time such corporation becomes a Subsidiary and (iii)
the amount of Indebtedness secured thereby, if any, is not
increased;

(j)  Liens on the Headquarters, Riverview Square, the
Waterside Garage, the Green Bay Facility, the Jacksonville
Facility and the Waterside Building; or

(k)  Liens not otherwise permitted under this subsection 6.3
securing obligations in an aggregate amount not exceeding at any
time 10% of Consolidated Net Tangible Assets as at the end of the
immediately preceding fiscal quarter of the Company.

6.4  Limitations on Fundamental Changes

Enter into any merger, consolidation or amalgamation, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution), or
make any material change in its method of conducting business, or purchase
or otherwise acquire all or substantially all of the Capital Stock, or the
property, business or assets, of any other Person (other than any
Subsidiary) or any business division thereof except:

(a)  any Subsidiary of the Company may be merged or consolidated
with or into the Company (provided that the Company shall be the
continuing or surviving corporation) and any Subsidiary of the
Company may be merged or consolidated with or into any one or
more wholly owned Subsidiaries of the Company (provided that the
surviving corporation shall be a wholly owned Subsidiary);

(b)  the Company may merge into another corporation owned by the
Company for the purpose of causing the Company to be incorporated
in a different jurisdiction;

(c)  the Company or a wholly owned Subsidiary of the Company may
merge with another corporation, provided that (i) the Company or
such wholly owned Subsidiary (subject to clause (ii)), as the
case may be, shall be the continuing or surviving corporation of
such merger, (ii) in the case of a wholly owned Subsidiary of the
Company which is merged into another corporation which is the
continuing or surviving corporation of such merger, the Company
shall cause such continuing or surviving corporation to be a
wholly owned Subsidiary of the Company and (iii) immediately
before and after giving effect to such merger no Default or Event
of Default shall have occurred and be continuing; or

(d)  the Company and its Subsidiaries may purchase or otherwise
acquire all or substantially all of the Capital Stock, or the
property, business or assets, of any other Person, or any
business division thereof, so long as no Default or Event of
Default shall have occurred and be continuing.

6.5  Limitation on Sale of Assets

Convey, sell, lease, assign, transfer or otherwise
dispose of any of its property, business or assets (including,
without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

(a)  obsolete or worn out property disposed of in the ordinary
course of business;

(b)  the sale or discount without recourse of accounts receivable
arising in the ordinary course of business in connection with the
compromise or collection thereof;

(c)  the sale or other disposition of the Headquarters,
Riverview Square, the Waterside Garage, the Green Bay
Facility, the Jacksonville Facility and the Waterside
Building;

(d)  the sale or other disposition of securities held for
investment purposes in the ordinary course of business;

(e)  any wholly owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or any other wholly
owned Subsidiary of the Company (except to a Subsidiary referred
to in subsection 6.2(b)); or

(f)  the sale or other disposition of any other property so long
as no Default or Event of Default shall have occurred and be
continuing; provided that the aggregate book value of all assets
so sold or disposed of in any period of twelve consecutive
calendar months shall not exceed in the aggregate 12% of the
Consolidated Assets of the Company and its Subsidiaries as on the
first day of such period.

6.6  Limitation on Distributions

The Company shall not make any Distribution except
that, so long as no Default exists or would exist after giving
effect thereto, the Company may make a Distribution.

6.7  Transactions with Affiliates

Enter into any transaction (unless such transaction
or any series of such transactions is immaterial), including,
without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with any Affiliate
(other than the Company and its Subsidiaries) unless such
transaction is otherwise permitted under this Agreement, is in
the ordinary course of the Company's or such Subsidiary's
business and is upon fair and reasonable terms no less favorable
to the Company or such Subsidiary, as the case may be, than it
would obtain in an arm's length transaction.

6.8  Sale and Leaseback

Enter into any arrangement with any Person providing
for the leasing by the Company or any Subsidiary of real or
personal property which has been or is to be sold or transferred
by the Company or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of
the Company or such Subsidiary, unless such arrangement is upon
fair and reasonable terms no less favorable to the Company or
such Subsidiary than would be obtained in a comparable arm's
length transaction between an informed and willing seller or
lessor under no compulsion to sell or lease and an informed and
willing buyer or lessee under no compulsion to buy or lease.

SECTION 7.     DEFAULTS

7.1  Events of Default

Upon the occurrence of any of the following events.

(a)  any default shall be made by the Company in any payment in
respect of: (i) interest on any of the RFC Loans or any fee
payable hereunder as the same shall become due and such default
shall continue for a period of five days; or (ii) any principal
of the RFC Loans as the same shall become due, whether at
maturity, by prepayment, by acceleration or otherwise; or

(b)  any default shall be made by either the Company or any
Subsidiary of the Company in the performance or observance of any
of the provisions of subsections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6,
6.7 and 6.8; or

(c)  any default shall be made in the due performance or
observance of any other covenant, agreement or provision to be
performed or observed by the Company under this Agreement, and
such default shall not be rectified or cured within a period of
30 days; or

(d)  any representation or warranty made or deemed made by the
Company herein or in any other Loan Document or which is
contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this
Agreement shall have been untrue in any material respect on or as
of the date made and the facts or circumstances to which such
representation or warranty relates shall not have been
subsequently corrected to make such representation or warranty no
longer incorrect in any material respect; or

(e)  any default shall be made in the payment of any item of
Indebtedness of the Company or any Subsidiary, or under the terms
of any agreement relating to any Indebtedness of the Company or
any Subsidiary, and such default shall continue without having
been duly cured, waived or consented to, beyond the period of
grace, if any, therein specified; provided, however, that such
default shall not constitute an Event of Default unless the
aggregate outstanding principal amount of such item of
Indebtedness and all other items of Indebtedness of the Company
and its Subsidiaries as to which such defaults exist and have
continued without being duly cured, waived or consented to beyond
the respective periods of grace, if any, therein specified
exceeds $25,000,000; or

(f)  either the Company or any Subsidiary shall be involved in
financial difficulties as evidenced:

(i)  by its commencement of a voluntary case under Title 11 of
the United States Code as from time to time in effect, or by its
authorizing, by appropriate proceedings of its board of directors
or other governing body, the commencement of such a voluntary
case;

(ii) by the filing against it of a petition commencing an
involuntary case under said Title 11 which shall not have been
dismissed within 60 days after the date on which said petition is
filed or by its filing an answer or other pleading within said 60-
day period admitting or failing to deny the material allegations
of such a petition or seeking, consenting or acquiescing in the
relief therein provided;

(iii) by the entry of an order for relief in any involuntary
case commenced under said Title 11;

(iv) by its seeking relief as a debtor under any applicable law,
other than said Title 11, of any jurisdiction relating to the
liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors, or by its consenting to
or acquiescing in such relief;

(v)  by the entry of an order by a court of competent
jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
ordering or approving its liquidation, reorganization or any
modification or alteration of the rights of its creditors, or
(iii) assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property; or

(vi) by its making an assignment for the benefit of, or entering
into a composition with, its creditors, or appointing or
consenting to the appointment of a receiver or other custodian
for all or a substantial part of its property; or

(vii)  the Company or any of its Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or

(g)  a Change in Control of the Company shall occur;

(h)  (i)  any Person shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), whether or not waived, shall
exist with respect to any Plan, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer
or to terminate, any Single Employer Plan, which Reportable Event
or commencement of proceedings or appointment of a trustee is, in
the reasonable opinion of the Required Banks, likely to result in
the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, (v) the Company or any Commonly Controlled
Entity shall, or in the reasonable opinion of the Required Banks
is likely to, incur any liability in connection with a withdrawal
from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist,
with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such
events or conditions, if any, could subject the Company or any of
its Subsidiaries to any tax, penalty or other liabilities which
in the aggregate could have a Material Adverse Effect; or

(i)  one or more judgments or decrees shall be entered against
the Company or any of its Subsidiaries and such judgments or
decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 45 days from the entry thereof that (i)
involves in the aggregate a liability (not paid or fully covered
by insurance) of $25,000,000 or more, or (ii) could reasonably be
expected to have a Material Adverse Effect; or

(j)  (i) any material non-compliance by the Company or any
Significant Subsidiary with any term or provision of the HMO
Regulations or Insurance Regulations pertaining to fiscal
soundness, solvency or financial condition; or (ii) the assertion
in writing by an HMO Regulator or Insurance Regulator that it is
taking administrative action against the Company or any
Significant Subsidiary to revoke or suspend any contract of
insurance, license, permit, certification, authorization,
accreditation or charter or to enforce the fiscal soundness,
solvency or financial provisions or requirements of the HMO
Regulations or Insurance Regulations against any of such entities
and the Company or such Significant Subsidiary shall have been
unable to cause such HMO Regulator or Insurance Regulator to
withdraw such written notice within five Business Days following
receipt of such written notice by the Company or such Significant
Subsidiary, in each of clauses (i) and (ii), to the extent such
event will or is reasonably expected to have a Material Adverse
Effect; or

(k)  on or after the Closing Date, (i) for any reason any Loan
Document ceases to be or is not in full force and effect or (ii)
the Company shall assert that any Loan Document has ceased to be
or is not in full force and effect;

then, and in any such event, (A) if such event is an
Event of Default specified in paragraph (f) above with respect to
the Company, automatically the Facility Period shall immediately
terminate and the RFC Loans hereunder (with accrued interest
thereon and amounts payable pursuant to Section 2.15) and all
other amounts owing under this Agreement and the Notes shall
immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions
may be taken:  (i) with the consent of the Required Banks, the
Agent may, or upon the request of the Required Banks, the Agent
shall, by notice to the Company and to RFC, declare the Facility
Period to be terminated forthwith, whereupon the Facility Period
shall immediately terminate; and (ii) with the consent of the
Required Banks, the Agent may, or upon the request of the
Required Banks, the Agent shall, by notice of default to the
Company and to RFC, declare the RFC Loans hereunder (with accrued
interest thereon and amounts payable pursuant to Section 2.15)
and all other amounts owing under this Agreement (the "RFC
Obligations") to be due and payable forthwith, whereupon the same
shall immediately become due and payable.

Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind
are hereby expressly waived.

7.2  Annulment of Defaults

An Event of Default shall not be deemed to be in
existence for any purpose of this Agreement if the Agent, with
the consent of or at the direction of the Required Banks, subject
to subsection 9.1, shall have waived such event in writing or
stated in writing that the same has been cured to its reasonable
satisfaction, but no such waiver shall extend to or affect any
subsequent Event of Default or impair any rights of the Agent or
the Banks upon the occurrence thereof.

7.3  Waivers

The Company hereby waives to the extent permitted by
applicable law (a) all presentments, demands for performance,
notices of nonperformance (except to the extent required by the
provisions hereof), protests, notices of protest and notices of
dishonor in connection with any RFC Loans, (b) any requirement of
diligence or promptness on the part of RFC or any Bank in the
enforcement of its rights under the provisions of this Agreement
or any Note, and (c) any and all notices of every kind and
description which may be required to be given by any statute or
rule of law.

7.4  Course of Dealing

No course of dealing between the Company and RFC or
any Bank shall operate as a waiver of any of RFC's or the Banks'
rights under this Agreement or any Note.  No delay or omission on
the part of RFC or any Bank in exercising any right under this
Agreement or any Note or with respect to any of the RFC
Obligations shall operate as a waiver of such right or any other
right hereunder.  A waiver on any one occasion shall not be
construed as a bar to or waiver of any right or remedy on any
future occasion.  No waiver or consent shall be binding upon RFC
or any Bank unless it is in writing and signed by the Agent or
RFC and/or such of the Banks as may be required by the provisions
of this Agreement.  The making of a RFC Loan during the existence
of a Default shall not constitute a waiver thereof.

SECTION 8.  THE AGENT

8.1  Appointment

RFC and each Bank hereby irrevocably designates and
appoints The Chase Manhattan Bank as the Agent of such Person
under this Agreement, and each such Person irrevocably authorizes
The Chase Manhattan Bank, as the Agent for such Person, to take
such action on its behalf under the provisions of this Agreement
and to exercise such powers and perform such duties as are
expressly delegated to the Agent, as the case may be, by the
terms of this Agreement, together with such other powers as are
reasonably incidental thereto.  Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Agent shall not
have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with RFC or any Bank,
and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or
otherwise exist against the Agent.

8.2  Delegation of Duties

The Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining
to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

8.3  Exculpatory Provisions

Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to
be taken by it or such Person under or in connection with this
Agreement (except for its or such Person's own gross negligence
or willful misconduct), or (b) responsible in any manner to RFC
or any of the Banks for any recitals, statements, representations
or warranties made by the Company or any officer thereof
contained in this Agreement or in any certificate, report,
statement or other document referred to or provided for in, or
received by the Agent under or in connection with, this Agreement
or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the Notes or
for any failure of the Company to perform its obligations
hereunder.  The Agent shall not be under any obligation to RFC or
any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions
of, this Agreement, or to inspect the properties, books or
records of the Company.

8.4  Reliance by Agent

The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order
or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Company),
independent accountants and other experts selected by the Agent.
The Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the
Agent.  The Agent shall be fully justified in failing or refusing
to take any action under this Agreement unless it shall first
receive such advice or concurrence of RFC and/or the Required
Banks as it deems appropriate or it shall first be indemnified to
its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or
continuing to take any such action.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under
this Agreement and the Notes in accordance with a request of RFC
or the Required Banks, as the case may be, and such request and
any action taken or failure to act pursuant thereto shall be
binding upon RFC and all the Banks and all future holders of the
Notes.

8.5  Notice of Default

The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from RFC, a Bank
or the Company referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a
"notice of default".  In the event that the Agent receives such a
notice, the Agent shall promptly give notice thereof to RFC and
the Banks.  The Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by
the Required Banks; provided that, unless and until the Agent
shall have received such directions, the Agent may (but shall not
be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of RFC and the Banks.

8.6  Non-Reliance on Agent and Other Banks

Each of RFC and each Bank expressly acknowledges
that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent
hereinafter taken, including any review of the affairs of the
Company, shall be deemed to constitute any representation or
warranty by the Agent to RFC or to any Bank.  Each of RFC and
each Bank represents to the Agent that it has, independently and
without reliance upon the Agent or any other Bank, and based on
such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business,
operations, property, financial and other condition and
creditworthiness of the Company and made its own decision to make
its RFC Loans hereunder and enter into this Agreement.  Each Bank
also represents that it will, independently and without reliance
upon the Agent, RFC or any other Bank, and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and
other condition and creditworthiness of the Company.  Except for
notices, reports and other documents expressly required to be
furnished to the Banks by the Agent hereunder, the Agent shall
not have any duty or responsibility to provide any Bank with any
credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of
the Company which may come into the possession of the Agent or
any of its officers, directors, employees, agents, attorneys-in-
fact or Affiliates.

8.7  Indemnification

The Banks agree to indemnify the Agent in its
capacity as such (to the extent not reimbursed by the Company and
without limiting the obligation of the Company to do so), ratably
according to the respective amounts of their then existing
Commitments, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever
which may at any time (including without limitation at any time
following the payment of the RFC Loans) be imposed on, incurred
by or asserted against the Agent in any way relating to or
arising out of this Agreement, or any documents contemplated by
or referred to herein or the transactions contemplated hereby or
any action taken or omitted by the Agent under or in connection
with any of the foregoing; provided that no Bank shall be liable
for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross
negligence or willful misconduct.  The agreements in this
subsection shall survive the payment of the RFC Loans and all
other amounts payable hereunder.

8.8  Agent in Its Individual Capacity

The Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business
with the Company as though the Agent were not the Agent
hereunder.  With respect to its RFC Loans held by it and any Note
issued to it, the Agent shall have the same rights and powers
under this Agreement as any Bank and may exercise the same as
though it were not the Agent, and the terms "Bank" and "Banks"
shall include the Agent in its individual capacity.

8.9  Successor Agent

The Agent may resign as Agent, upon 10 days' notice
to the Banks and RFC.  If the Agent shall resign as Agent under
this Agreement, then the Required Banks shall appoint from among
the Banks a successor agent for the Banks which successor agent
shall be approved by the Company and RFC, whereupon such
successor agent shall succeed to the rights, powers and duties of
the Agent and the term "Agent" shall mean such successor agent
effective upon its appointment, and the former Agent's rights,
powers and duties as Agent shall be terminated, without any other
or further act or deed on the part of such former Agent or any of
the parties to this Agreement or any holders of the Notes.  After
any retiring Agent's resignation hereunder as Agent, the
provisions of this Section 8 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent
under this Agreement.

SECTION 9.  MISCELLANEOUS

9.1  Amendments and Waivers

Neither this Agreement, any Note, nor any terms
hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this subsection.  With the
written consent of the Required Banks and RFC, the Agent and the
Company may, from time to time, enter into written amendments,
supplements or modifications hereto for the purpose of adding any
provisions to this Agreement or the Notes or changing in any
manner the rights of the Banks or of the Company hereunder or
thereunder or waiving, on such terms and conditions as the Agent
may specify in such instrument, any of the requirements of this
Agreement or the Notes or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (a) extend the
maturity (whether as stated, by acceleration or otherwise) of any
Note, or reduce the rate or extend the time of payment of
interest thereon, or reduce or extend the payment of any fee
payable to the Banks hereunder, or reduce the principal amount
thereof, or amend, modify, waive any provision of subsection
2.10, in each case without the consent of each Bank directly
affected thereby, or (b) amend, modify or waive any provision of
this subsection 9.1 or reduce the percentage specified in the
definition of Required Banks or consent to the assignment or
transfer by the Company of any of its rights and obligations
under this Agreement, in each case without the written consent of
all the Banks, or (c) amend, modify or waive any provision of
Section 8 without the written consent of the then Agent.  Any
such waiver and any such amendment, supplement or modification
shall apply equally to each of the Banks and shall be binding
upon the Company, the Banks, RFC, the Agent and all future
holders of the Notes.  In the case of any waiver, the Company,
RFC, the Banks and the Agent shall be restored to their former
position and rights hereunder and under the outstanding Notes,
and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any
right consequent thereon.

9.2  Notices

All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when
delivered by hand, or three Business Days after being deposited
in the mail, postage prepaid, or one Business Day after being
deposited with an overnight courier service, or, in the case of
telecopy notice, when sent, confirmation of receipt received,
addressed (i) in the case of notices, requests and demands to or
upon the Company, the Agent, and RFC, as set forth below and (ii)
in the case of notices, requests and demands to or upon any Bank,
as set forth in an administrative questionnaire delivered by such
Bank to the Agent, or, in each case,  to such other address as
may be hereafter notified by the respective parties hereto and
any future holders of the Notes:

The Company:   Humana Inc.
The Humana Building
500 West Main Street
Louisville, Kentucky 40202
Attention:     Brett J. McIntyre,
Vice President and
Treasurer
Telecopy:      (502) 580-4089

The Agent:     The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention:     Dawn Lee Lum
Telecopy:      (212) 270-3279

with a copy to: Chase Agent Bank Services

One Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:    Janet Belden
Telecopy:     (212) 552-5658

RFC:            c/o The Liberty Hampshire Company, LLC
227 West Monroe
Suite 4000
Chicago, Illinois 60606
Attn: Operations Department
Fax:  (312) 977-1967/1699

provided that any notice, request or demand to or upon the Agent,
RFC or the Banks pursuant to Section 2 shall not be effective
until received.

9.3  No Waiver; Cumulative Remedies

No failure to exercise and no delay in exercising,
on the part of the Agent, RFC or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy,
power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

9.4  Survival of Representations and Warranties

All representations and warranties made hereunder
and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and
delivery of this Agreement and the Notes.

9.5  Payment of Expenses and Taxes; Indemnity

(a)  The Company agrees (i) to pay or reimburse the
Agent and RFC for all their reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation
and execution of, and any amendment, supplement or modification
to, this Agreement, the Liquidity Agreement and the Notes and any
other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and
disbursements of counsel to the Agent and to RFC, (ii) to pay or
reimburse, RFC each Bank and the Agent for all their reasonable
costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes and
any such other documents, including, without limitation,
reasonable fees and disbursements of counsel (including, without
limitation, the allocated cost of in-house counsel) to the Agent,
to RFC and to the several Banks, and (iii) to pay, indemnify, and
hold RFC, each Bank and the Agent harmless from, any and all
recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise
and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or
consent under or in respect of, this Agreement, the Notes and any
such other documents.

(b)  The Company will indemnify each of the Agent, RFC, the CP
Issuer and the Banks and the directors, officers, managers,
members and employees thereof and each Person, if any, who
controls each one of the Agent, RFC, the CP Issuer and the Banks
(any of the foregoing, an "Indemnified Person") and hold each
Indemnified Person harmless from and against any and all claims,
damages, liabilities and expenses (including without limitation
(i) all fees and disbursements of counsel (including without
limitation, the allocated cost of in-house counsel) with whom an
Indemnified Person may consult in connection therewith and all
expenses of litigation or preparation therefore and (ii) any
amounts paid or payable by any Bank pursuant to its indemnity
obligations under Section 4.8 of the Liquidity Agreement) which
an Indemnified Person may incur or which may be asserted against
it in connection with any litigation or investigation (whether or
not such Indemnified Person is a party to such litigation or
investigation) involving this Agreement, the use of any proceeds
of any RFC Loans under this Agreement by the Company or any
Subsidiary, any officer, director, member, manager or employee
thereof, excluding litigation commenced by the Company against
any of the Agent or the Banks which (i) seeks enforcement of any
of the Company's rights hereunder and (ii) is determined
adversely to any of the Agent or the Banks (all such non-excluded
claims, damages, liabilities and expenses, "Indemnified
Liabilities"), provided that the Company shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities resulted
from the gross negligence or willful misconduct of such
Indemnified Person.

(c)  The agreements in this subsection 9.5 shall survive
repayment of the RFC Loans and all other amounts payable
hereunder.

9.6  Successors and Assigns; Participations; Purchasing Banks

(a)  This Agreement shall be binding upon and inure
to the benefit of the Company, the Banks, the Agent, all future
holders of the Notes and their respective successors and assigns,
except that the Company may not assign or transfer any of its
rights or obligations under this Agreement without the prior
written consent of each Bank and RFC.

(b)  Any Bank other than a Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any RFC
Loans owing to such Bank, any Notes held by such Bank, and/or any
other interests of such Bank hereunder and under the other Loan
Documents.  In the event of any such sale by a Bank of a
participating interest to a Participant, such Bank's obligations
under this Agreement to the other parties under this Agreement
shall remain unchanged, such Bank shall remain solely responsible
for the performance thereof, such Bank shall remain the holder of
any such Notes for all purposes under this Agreement, and the
Company, RFC and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and
obligations under this Agreement and under the other Loan
Documents.  The Company agrees that if amounts outstanding under
this Agreement and the Notes are due or unpaid, or shall have
been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be
deemed to have the right of offset in respect of its
participating interest in amounts owing under this Agreement and
any Notes to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under
this Agreement or any Notes, provided that such right of offset
shall be subject to the obligation of such Participant to share
with the Banks, and the Banks agree to share with such
Participant, as provided in subsection 9.7.  The Company also
agrees that each Participant shall be entitled to the benefits of
subsections 2.12, 2.13 and 2.14 with respect to its participation
in the Commitments and the Eurodollar Loans outstanding from time
to time; provided that no Participant shall be entitled to
receive any greater amount pursuant to such subsections than the
transferor Bank would have been entitled to receive in respect of
the amount of the participation transferred by such transferor
Bank to such Participant had no such transfer occurred.  No
Participant shall be entitled to consent to any amendment,
supplement, modification or waiver of or to this Agreement or any
Note, unless the same is subject to clause (a) of the proviso to
subsection 9.1.

(c)  Any Bank other than a Conduit Lender may, in the ordinary
course of its commercial banking business and in accordance with
applicable law, at any time sell to any Bank or any Lender
Affiliate thereof, and, with the consent of the Company (unless
an Event of Default is continuing), RFC and the Agent (which in
each case shall not be unreasonably withheld) to one or more
additional banks or financial institutions ("Purchasing Banks")
all or any part of its rights and/or obligations under this
Agreement and the Notes pursuant to a Transfer Supplement,
executed by such Purchasing Bank, such transferor Bank and the
Agent (and, in the case of a Purchasing Bank that is not then a
Bank or a Lender Affiliate, and subject to the other qualifiers
above, by the Company and RFC) and agreement by such Purchasing
Banks to be bound by the terms of this agreement including
without limitation the provisions of subsection 9.15 hereof;
provided, however, that (i) each such sale shall be accompanied
by a corresponding simultaneous assignment of such selling Bank's
pro rata share to the Purchasing Bank of (x) its Commitment by
taking such action as set forth in Section 4.5(a) of the
Liquidity Agreement and (y) its Tranche B Commitment (as defined
in the 364-Day Facility) pursuant to and in accordance with the
provisions of Section 10.6(d) of the 364-Day Facility and (ii)
the Purchasing Bank shall be an Eligible Assignee (as defined in
the Liquidity Agreement).  Upon (i) such execution of such
Transfer Supplement, (ii) delivery of an executed copy thereof to
the Company and RFC, (iii) compliance with the assignment
procedures under Section 4.5(a) of the Liquidity Agreement and
(iv) payment, if any, by such Purchasing Bank, such Purchasing
Bank shall for all purposes be a Bank party to this Agreement and
shall have all the rights and obligations of a Bank under this
Agreement, to the same extent as if it were an original party
hereto.  Such Transfer Supplement shall be deemed to amend this
Agreement to the extent, and only to the extent, necessary to
reflect the addition of such Purchasing Bank and the resulting
adjustment of all or a portion of the rights and obligations of
such transferor Bank under this Agreement and the Notes.  Upon
the consummation of any transfer to a Purchasing Bank, pursuant
to this subsection 9.6(c), the transferor Bank, the Agent and the
Company shall make appropriate arrangements so that, if required,
replacement Notes are issued to such transferor Bank and new
Notes or, as appropriate, replacement Notes, are issued to such
Purchasing Bank, in each case in principal amounts reflecting
their interests or, as appropriate, their outstanding RFC Loans
as adjusted pursuant to such Transfer Supplement.
Notwithstanding the foregoing, any Conduit Lender may assign at
any time to its designating Bank hereunder with the consent of
RFC, which consent shall not be unreasonably withheld, but
without the consent of the Company or the Agent any or all of the
RFC Loans it may have funded hereunder and pursuant to its
designation agreement and without regard to the limitations set
forth in the first sentence of this subsection 9.6(c); provided,
that such designating Bank affirms its obligations pursuant to
Section 9.15.

(d)  The Agent shall maintain at its address referred to in
subsection 9.2 (a) copy of Transfer Supplement delivered to it
and a register (the "Register") for the recordation of the names
and addresses of the Banks and the Commitment of, and principal
amount of the RFC Loans owing to, RFC and to each Bank from time
to time.  The entries in the Register shall be conclusive, in the
absence of manifest error, and the Company, the Agent, RFC and
the Banks may treat each Person whose name is recorded in the
Register as the owner of the RFC Loan recorded therein for all
purposes of this Agreement.  The Register shall be available for
inspection by the Company, RFC or any Bank at any reasonable time
and from time to time upon reasonable prior notice.

(e)  Upon its receipt of a Transfer Supplement executed by a
transferor Bank and a Purchasing Bank (and, in the case of a
Purchasing Bank that is not then a Bank or an affiliate thereof,
by the Company, RFC and the Agent) together with payment to the
Agent of a registration and processing fee of $3,500, the Agent
shall (i) promptly accept such Transfer Supplement (ii) on the
Transfer Effective Date determined pursuant thereto record the
information contained therein in the Register and give notice of
such acceptance and recordation to RFC, the Banks and the
Company.

(f)  The Company authorizes each Bank to disclose to any
Participant or Purchasing Bank (each, a "Transferee") and any
prospective Transferee any and all financial information in such
Bank's possession concerning the Company which has been delivered
to such Bank by the Company pursuant to this Agreement or which
has been delivered to such Bank by the Company in connection with
such Bank's credit evaluation of the Company prior to entering
into this Agreement.

(g)  If, pursuant to this subsection 9.6, any interest in this
Agreement or any Note is transferred to a Non-U.S. Bank, the
transferor Bank shall cause such Transferee, concurrently with
the effectiveness of such transfer to comply with the provisions
of subsection 2.14.

(h)  For the avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 9.6 concerning
assignments relate only to absolute assignments and that such
provisions do not prohibit assignments creating security
interests, including any pledge or assignment by a Bank to any
Federal Reserve Bank in accordance with applicable law.

(i)  Each of the Company, each Bank and the Agent hereby confirms
that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any state bankruptcy or similar law,
for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Bank designating any Conduit Lender
hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of
its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

(j)  Nothing in this section is intended to modify the
requirements contained in the Liquidity Agreement for
replacement, addition or participation of Banks thereto.

(k)  RFC may, without the consent of any party, assign the RFC
Loans at any time to a Liquidity Institution pursuant to the
terms of the Liquidity Agreement.

9.7  Adjustments; Set-off.

(a)  Except to the extent that this Agreement provides for
payments to be allocated to a particular Bank or Banks, if any
Bank (a "Benefited Bank") shall at any time receive any payment
of all or part of its RFC Loans, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or
involuntarily, by offset, pursuant to events or proceedings of
the nature referred to in subsection 7.1(f), or otherwise) in a
greater proportion than any such payment to and collateral
received by any other Bank, if any, in respect of such other
Bank's RFC Loans, or interest thereon, such Benefited Bank shall
purchase for cash from the other Banks such portion of each such
other Bank's RFC Loans, or shall provide such other Banks with
the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such Benefited Bank to share the
excess payment or benefits of such collateral or proceeds ratably
with each of the Banks; provided, however, that if all or any
portion of such excess payment or benefits is thereafter
recovered from such Benefited Bank, such purchase shall be
rescinded, and the purchase price and benefits returned, to the
extent of such recovery, but without interest.  The Company
agrees that each Bank so purchasing a portion of another Bank's
RFC Loan may exercise all rights of a payment (including, without
limitation, rights of offset) with respect to such portion as
fully as if such Bank were the direct holder of such portion.

(b)  In addition to any rights and remedies of the Banks provided
by law, at any time when an Event of Default is in existence,
each Bank shall have the right, without prior notice to the
Company, any such notice being expressly waived by the Company to
the extent permitted by applicable law, upon any amount becoming
due and payable by the Company hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and
appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by
such Bank or any branch or agency thereof to or for the credit or
the account of the Company.  Each Bank agrees promptly to notify
the Company and the Agent after any such setoff and application
made by such Bank, provided that the failure to give such notice
shall not affect the validity of such setoff and application.

9.8  Counterparts

This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts
and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of
this Agreement signed by all the parties shall be lodged with the
Company and the Agent.

9.9  GOVERNING LAW

THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

9.10 WAIVERS OF JURY TRIAL

THE COMPANY, RFC, THE AGENT AND THE BANKS EACH
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

9.11 Submission To Jurisdiction; Waivers

The Company hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the non-
exclusive general jurisdiction of the Courts of the State of New
York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof; and

(b)  consents that any such action or proceeding may be brought
in such courts, and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in
any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same.

9.12 Confidentiality of Information

Each Bank acknowledges that some of the information
furnished to such Bank pursuant to this Agreement may be received
by such Bank prior to the time such information shall have been
made public, and each Bank agrees that it will keep all
information so furnished confidential and shall make no use of
such information until it shall have become public, except (a) in
connection with matters involving operations under or enforcement
of this Agreement or the Notes, (b) in accordance with each
Bank's obligations under law or regulation or pursuant to
subpoenas or other process to make information available to
governmental or regulatory agencies and examiners or to others,
(c) to each Bank's Affiliates, employees, agents (including
accountants, legal counsel and other advisors) and Transferees
and prospective Transferees so long as such Persons agree to be
bound by this subsection 9.12 and (d) with the prior written
consent of the Company.

9.13 Bankruptcy Petition Against RFC.

Each party to this Agreement hereby covenants and
agrees that on behalf of itself and each of its affiliates, that
prior to the date which is one year and one day after the payment
in full of all outstanding indebtedness of RFC, such party will
not institute against, or join any other Person in instituting
against, RFC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United
States.  The agreements contained in this subsection and the
parties' respective obligations hereunder shall survive the
termination of this Agreement.

9.14 Special RFC Indemnity.

The Company agrees to indemnify RFC and its officers,
managers, members (and the direct and indirect owners of such
members), employees, representatives and agents from and against
all liabilities, losses, suits, costs or expenses of any kind in
any way related to the acquisition by RFC of RFC Loans
(collectively, "Indemnified Amounts"), provided, however that the
Company shall not have any obligations pursuant to this
subsection 9.14 relating to any Indemnified Amounts resulting
solely from the gross negligence or willful misconduct of the
Person seeking indemnification. The Company's liability with
respect to any Indemnified Amounts with respect to income taxes
shall be limited to the amount of tax (calculated based upon the
highest marginal U.S. federal income tax rate for individuals and
the highest marginal state and local tax rates for individuals
resident in New York City), plus interest and penalties thereon,
on the increase in net income of RFC as a result of, arising out
of, or in any way related to or by reason of the successful
assertion by any governmental authority that the Intended
Characterization is inappropriate in any regard.  As used herein,
"Intended Characterization" means that, for all applicable state,
local and federal income tax purposes, RFC's acquisition of RFC
Loans shall be treated as the acquisition by RFC of a debt
instrument.  This indemnity is in addition to any obligations of
the Company set forth in subsection 9.5.  The agreements
contained in this subsection and the parties' respective
obligations hereunder shall survive the termination of this
Agreement.

9.15 Limited Recourse.

Each party to this Agreement acknowledges and agrees
that all transactions with RFC shall be without recourse of any
kind to RFC. RFC shall have no obligation to pay any amounts
constituting fees, reimbursement for expense or indemnities owing
under this Agreement (collectively, "Expense Claims") and such
Expense Claims shall not constitute a claim (as defined in
Section 101 of Title 11 of the United States Bankruptcy Code)
against RFC unless and until RFC has received sufficient amounts
pursuant to the CP Rate Loans to pay such Expense Claims and such
amounts are not required to pay the outstanding indebtedness of
RFC. The agreements contained in this section and the parties'
respective obligations hereunder shall survive the termination of
this Agreement.

[remainder of this page intentionally blank - signature

pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

HUMANA INC.

By: /s/  Brett J. McIntyre
Name:  Brett J. McIntyre
Title: Vice President and Treasurer

THE CHASE MANHATTAN BANK, as Agent,
as CAF Loan Agent and as a Bank

By: /s/  Dawn Lee Lum
Name:  Dawn Lee Lum 
Title: Vice President

RELATIONSHIP FUNDING COMPANY, LLC

By:__/s/ X___________________
Name:_______________________
Title:______________________

Bank of America, N.A.             

By:     /s/ Joseph L. Corah
Name:     Joseph L. Corah
Title:    Principal

Citibank, N.A.
(Name of Institution)

By:   /s/ David Dodge
Name:  David Dodge
Title: Managing Director

Lehman Brothers Holdings
(Name of Institution)

By:  /s/  Francis X. Gilhool
Name:  Francis X. Gilhool
Title: Authorized Signatory

National City Bank of Kentucky
(Name of Institution)

By:   /s/ Deroy Scott
Name:  Deroy Scott
Title: Senior Vice President

PNC Bank, National Association
As Co-Agent and Bank

By:    /s/ Nicholas A. Aponte
Name:  Nicholas A. Aponte
Title: Vice President

The Bank of New York
(Name of Institution)

By:  /s/  Michael Flannery
Name:  Michael Flannery
Title: Vice President

THE BANK OF NOVA SCOTIA
(Name of Institution)

By:  /s/  William J. G. Brown
Name:  William J. G. Brown
Title: Managing Director

U.S. Bank National Association

By:   /s/  Michael J. Miller
Name:  Michael J. Miller
Title: Sr. Vice President

Wachovia Bank, N.A.
(Name of Institution)

By:  /s/  Mark A. Edwards
Name:   Mark A. Edwards
Title:  Senior Vice President

SCHEDULE I

Lending Offices; Addresses for Notices

THE CHASE MANHATTAN BANK

270 Park Ave, 48th Floor
New York, NY 10017
Attention: Dawn Lee Lum
Telephone: (212) 270-2472

PNC BANK

500 West Jefferson St.
Louisville, KY 40202
Attention: Paula Fryland
Telephone: (502) 581-2244

THE BANK OF NOVA SCOTIA

600 Peachtree St. N.E., Suite 2700
Atlanta, GA 30308
Attention: Carolyn Calloway
Telephone: (404) 877-1507

LEHMAN BROTHERS HOLDINGS, INC

To be determined

THE BANK OF NEW YORK

One Wall Street, 8th Floor
New York, NY 10286
Attention: Mike Flannery
Telephone: (212) 635-7885

NATIONAL CITY BANK OF KENTUCKY

101 South Fifth Street
Louisville, KY 40202
Attention: Scott Deroy
Telephone: (502) 581-7821

BANK OF AMERICA, N.A.

100 N. Tryon Street
Charlotte, NC 28255
Attention: Joe Corah
Telephone: (704) 386-5976

WACHOVIA BANK, N.A.

191 Peachtree Street, N.E., 30th Floor
Atlanta, GA 30303
Attention: M. Eugene Wood, III
Telephone (404) 332-1352

CITIBANK, N.A.

399 Park Ave, 12th Floor
New York, NY 10043
Attention: David Dodge
Telephone: (212) 816-3995

U.S. BANK NATIONAL ASSOCIATION

201 W. Wisconsin Avenue
Milwaukee, WI  53259
Attention:  Michael J. Miller
Telephone: (414) 227-5969

SCHEDULE II

PRICING GRID

Public Debt Ratings      Alternate     Eurodollar
S&P/Moody's              Base Rate     Margin
Margin

Level 1> BBB+/Baa1       0 bps         85 bps
Level 2 > BBB/Baa2       0 bps         95 bps
Level 3 > BBB-/Baa3      5 bps         105 bps
Level 4 > BB+/Ba1        20 bps        120 bps
Level 5 < BB+/Ba1        37.5 bps      137.5 bps

Pricing will be determined based upon the lower of the ratings
from S&P or Moody's, but in the event the Company's ratings are
more than one Level apart, the pricing will be determined by
using the rating which is one Level above the lower rating;
provided, that (i) if on any day the ratings from S&P or Moody's
are not at the same Level, then the Level applicable to the
lower of such ratings shall be applicable for such day, (ii) if
on any day the rating of only one of S&P or Moody's is
available, then the Level of such rating shall be applicable for
such day and (iii) if on any day a rating is available from
neither of S&P or Moody's, then Level 5 shall be applicable for
such day.  Any change in the applicable Level resulting from a
change in the rating of a S&P or Moody's shall become effective
on the date such change is publicly announced by S&P or Moody's,
as applicable.