THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Mid Atlantic Medical Services, Inc. (Retired) (MME.X)

As a result of the nature of the business conducted by the Company, certain members of the Board of Directors of the Company have received fees for services rendered on behalf of persons enrolled in the HMO plans run by the Company and its Subsidiaries ("Enrollees"). Such persons were compensated at the same rate as were non-director primary care and specialist healthcare practitioners ("Participating Practitioners"). Compensation from PHP-MD for medical services rendered by all Participating Practitioners, including director and non-director primary care and specialist healthcare practitioners (or corporations or partnerships of which they were partners, affiliates or stockholders), ranged from $0 to approximately $5,080,161 in 2002. MD-IPA also offers health coverage to members of the Board of Directors of the Company who are members of the Board of Directors of PHP-MD or MD-IPA at reduced rates. The following table sets forth the total 2002 compensation from PHP-MD earned by members of the Board of Directors and nominees for director for medical services rendered to Enrollees, for services rendered as directors of the Company and its Subsidiaries, and for health coverage where such amounts exceeded $60,000 in 2002.

In addition, the Company entered into a consulting agreement with Churchill Investment Corporation in 2001 for information technology services. Mr. Howard M. Arnold is the Chairman and Chief Executive Officer of Churchill Investment Corporation. The contract is valued at $250,000 and was completed on April 1, 2002. By agreement of the Board, this contract was not renewed. (1) Paid to the Francis C. Bruno, M.D., P.A. partnership for medical services for enrollees of MD-IPA, MLH and OCI. (2) Paid to Virginia Medical Alliance ("VMA") for medical services to enrollees of MD-IPA, MLH and OCI. Dr. Mamana owns less than 5% of VMA and the revenues received by VMA from the Company and its Subsidiaries represents less than 5% of VMA's revenues. (3) Paid to Hanger Orthopedic Group, Inc. and affiliates for medical service for enrollees of MD-IPA, MLH and OCI.