AETNA U.S. HEALTHCARE - Letter Re: Provider changes

(Aetna letterhead not reproduced)

November 24, 1999

Mr. Joseph Epstein, Director
National Railway Labor Conference
Employee Benefits
1901 L Street, N.W., Suite 500
Washington, DC 20036

Mr. Stu Collins
Executive Director of Finance
United Transportation Union
14600 Detroit Avenue
Lakewood, OH 44l07-4250

Dear Joe and Stu:

The enclosed information is regarding a change in an Aetna U.S. Healthcare provider network currently utilized by your employees.

What's Happening
The Murfreesboro Medical Clinic (MMC) based in Murfreesboro, Tennessee recently notified Aetna U.S. Healthcare that it will terminate from our provider network on January 31, 2000. There are 19
primary care physicians (PCPs) and 22 specialists affiliated with this clinic.

Aetna U.S. Healthcare is disappointed in the clinic's decision to terminate, as we have negotiated with MMC in good faith and offered to them what we consider to be a competitive proposal. In addition, we remain willing to work with this facility and have expressed our sincere desire to finalize a new agreement.

We want to assure you that we have taken steps to minimize any disruption to you and your employees and will keep you updated regarding any provider terminations affiliated with this change.

Terminating Group Address
Murfreesboro Medical Clinic
1004 N. Highland Ave
Murfreesboro, TN 37128

Provider Access
We do not expect that the termination of these providers will significantly affect provider access to members. The Nashville network will continue to include more than 2,250 providers from which
members may choose.

Member Disruption
There are 43 Railroad employees/dependents affected by this change.

Directory Information
The terminating physicians will be included in the Aetna U.S. Healthcare Fall 1999 provider directory, but will be removed upon its reprinting in the spring of next year. The physicians are also currently listed in our online provider directory, DocFind, at www.aetnaushc.com.

Please feel free to contact me with any questions you may have regarding this change.

Sincerely,

Peggy Shea Colangelo
Account Executive