THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

First Health Group Corp. (Retired) (FHCC.X)

4/15/2004 Proxy Information

Mr. Handelsman has served as a Senior Executive Officer of Hyatt Corporation, a diversified company primarily engaged in real estate and hotel management activities, since 1978; Senior Vice President, General Counsel and Secretary of Hyatt Corporation since 1983 and Executive Vice President and General Counsel of The Pritzker Organization, LLC, a private investment firm, since 1998. During 2003, we provided claims administration, utilization management and preferred provider organization services to benefit plans maintained by Hyatt Corporation and its subsidiaries.

Ronald H. Galowich served as Secretary of First Health Group Corporation from 1983 to 2000, was General Counsel from 1983 until 1997 and served as an Executive Vice President from 1983 to 1994.

Daniel S. Brunner served as Executive Vice President of Government Affairs for First Health Group Corporation from January 1994 until June 2001 and was Chief Operating Officer of Policy and Government Affairs from 1992 to January 1994.

Trusts for the benefit of certain members of the Pritzker family control Hyatt Corporation and other trusts for the benefit of certain members of the Pritzker family own, directly or indirectly, Marmon Holdings, Inc. As used herein, "Pritzker family" refers to the lineal descendants of Nicholas J. Pritzker, deceased. Thomas J. Pritzker, a member of our Company's Board of Directors until March 2002, is the President of Hyatt Corporation. Harold S. Handelsman is the General Counsel and a Senior Vice President of Hyatt Corporation. During 2003, we provided claims administration, utilization management and preferred provider organization services to benefit plans maintained by Hyatt Corporation and its subsidiaries. We also provide claims administration, utilization management, and preferred provider organization services to certain subsidiaries of Marmon Holdings. These services are performed under standardized service contracts, the terms of which are no less favorable to us than those obtainable from unaffiliated parties. During 2003, the aggregate fees paid to us by Hyatt Corporation were approximately $1,187,000 and by subsidiaries of Marmon Holdings were approximately $268,000.

We have invested funds on various occasions in Triton Container Investments, LLC, or TCI. In 2003, we made an investment of approximately $6,667,000 in TCI. TCI's manager is Triton Container International Limited, or Triton. One of the other investors in TCI is Rosemont Leasing, Inc. Trimont Leasing Partners owns intermodal cargo containers which are managed by Triton and leased to third parties. Trusts for the benefit of certain members of the Pritzker family and their relatives beneficially own approximately 90% of Triton, and trusts for the benefit of members of the Pritzker family indirectly own all of the capital stock of Rosemont Leasing. Our investments in TCI have been made on the same basis as those made by Rosemont Leasing and other investors unrelated to us or Rosemont Leasing.

4/14/2003 Proxy Information

We entered into a consulting agreement on March 26, 1996 with Dr. Boskin, one of our directors. Under this agreement, we agreed to pay Dr. Boskin a consulting fee of $5,000 and to grant him an option under our company's Stock Option Plan to purchase 12,000 shares of our common stock for each year during which he serves as one of our directors. In accordance with this agreement, we granted Dr. Boskin an option to purchase 12,000 shares of our common stock on May 15, 2002 at an exercise price of $28.02 per share, the closing price of our common stock on the Nasdaq National Market on May 15, 2002.

We previously extended loans to Edward L. Wristen, Joseph E. Whitters and Robert S. Colman to enable them to exercise options to purchase our common stock. During 2002, the maximum outstanding indebtedness under these loans was as follows: $1,567,622 for Mr. Wristen; $861,562 for Mr. Whitters; and $531,250 for Mr. Colman. Each of the loans was secured by the common stock purchased by the executive upon exercise of the option, and our company had full recourse against the executive in the event of default. Each loan bore interest at the applicable federal rate for short-term obligations with semi-annual interest payments. The interest rate adjusted on a semi-annual basis on June 30 and December 31 to the applicable federal rate as of the date of adjustment. Interest was payable semi-annually, and a minimum of 3% of the outstanding loan balance was required to be repaid annually. As of December 31, 2002, Messrs. Wristen, Whitters and Colman had repaid their loans in full.

Trusts for the benefit of certain members of the Pritzker family control Hyatt Corporation and other trusts for the benefit of certain members of the Pritzker family own, directly or indirectly, Marmon Holdings, Inc. As used herein, "Pritzker family" refers to the lineal descendants of Nicholas J. Pritzker, deceased. Thomas J. Pritzker, a member of our company's board of directors until March 2002, is the President of Hyatt Corporation. Harold S. Handelsman is the General Counsel and a Senior Vice President of Hyatt Corporation. We provide claims administration, utilization management and preferred provider organization services to a benefit plan maintained by Hyatt Corporation. We also provide utilization review and preferred provider organization services to certain subsidiaries of Marmon Holdings. These services are performed under standardized service contracts, the terms of which are no less favorable to us than those obtainable from unaffiliated parties. During 2003, the aggregate fees paid to us by Hyatt Corporation were approximately $1,285,000 and by subsidiaries of Marmon Holdings were approximately $194,000.

We have invested funds on various occasions in Triton Container Investments, LLC, or TCI. In 2003, we made an investment of approximately $5,000,000 in TCI. TCI's manager is Triton Container International Limited, or Triton. One of the other investors in TCI is Rosemont Leasing, Inc. Trimont Leasing Partners owns intermodal cargo containers which are managed by Triton and leased to third parties. Trusts for the benefit of certain members of the Pritzker family and their relatives beneficially own approximately 90% of Triton, and trusts for the benefit of members of the Pritzker family indirectly own all of the capital stock of Rosemont Leasing. We have been advised that our investments in TCI have been made on the same basis as those made by Rosemont Leasing and other investors unrelated to us or Rosemont Leasing.