EXHIBIT 10-27

                                  AGREEMENT
                                  ---------

         (Prime Subcontract No. L-35489 to OPM Contract No. CS 1146)

      THIS AGREEMENT is made and entered into by and among the NATIONAL
 POSTAL MAIL HANDLERS UNION, A DIVISION OF THE LABORERS INTERNATIONAL
 UNION OF NORTH AMERICA, AFL-CIO, an unincorporated association having
 its principal place of business in Washington, D.C. (herein called "Mail
 Handlers Union"), FIRST HEALTH LIFE AND HEALTH INSURANCE COMPANY ("First
 Health Life"), a Texas corporation having its principal place of business
 in Downers Grove, IL, CAMBRIDGE LIFE INSURANCE COMPANY ("Cambridge Life"),
 a Missouri corporation having its principal place of business in Downers
 Grove, IL, and FEDERAL EMPLOYEE PLANS, INC. ("FEPI"), a Delaware corporation
 having its principal place of business in Downers Grove, IL (FEPI, First
 Health Life and Cambridge Life are sometimes collectively called "Company").

      In consideration of the mutual agreements between the Mail Handlers
 Union and the Company, and in consideration of the payment of the
 subscription charges specified in paragraph six (6) hereof, it is agreed
 as follows:

      1.   This Agreement is entered into pursuant to the Act and Regulations
 (as both terms are defined in Section 1.1 of the Prime Contract) and is
 incorporated in its entirety into, and made a part of, Contract for Federal
 Employees Health Benefits No. CS 1146, as amended (herein called "Prime
 Contract"), between the Mail Handlers Union, as carrier of the Mail Handlers
 Benefit Plan (herein called "Plan"), and the United States Office of
 Personnel Management (herein called "OPM") pursuant to Section 1.19 thereof.
 In the event of an inconsistency between the terms of the Prime Contract and
 the terms of this Agreement, the terms of the Prime Contract will prevail.
 The Mail Handlers Union and the Company recognize that they have formed a
 contractor team arrangement as described in Subpart 9.6 of the Federal
 Acquisition Regulation ("FAR").

      2.   The Company shall provide the services and benefits of the Plan
 described in this Agreement on behalf of all Members (as defined in Section
 1.1 of the Prime Contract) who enroll for coverage in and, subject to the
 provisions of the Act and Regulations, are eligible for coverage under the
 Plan.  Amounts to be paid by the Company hereunder on behalf of the Plan to,
 or on behalf of, Members as a result of entitlement to benefits provided
 under the Plan shall be determined in the manner, and to the extent, set
 forth in the Prime Contract and the brochure authorized for distribution by
 OPM entitled "Mail Handlers Benefit Plan, RI 71-07," as revised for each
 contract term (herein sometimes called "Plan year"), a certified copy
 of which brochure is incorporated by reference in the Prime Contract as
 Appendix A thereto (herein called "Plan brochure").  The Union delegates to
 the Company its Carrier rights and responsibilities stated in Part II of the
 Prime Contract.  Claims for benefits shall be submitted in the manner and
 within the time limits established by OPM.  The rules for review of denied
 claims, duplicate coverage, subrogation, and coordination of benefits shall
 be as established by OPM (and supplemented as necessary and appropriate
 by Company administrative practices).  The Company is vested with full
 discretion to compromise or waive the Plan's subrogation and overpayment
 recovery rights as established in the Prime Contract.

      3.   The Company shall provide OPM on behalf of the Mail Handlers Union
 with such reports and information as may be necessary for the Mail Handlers
 Union as carrier of the Plan under the Act and Regulations to comply with
 Sections 1.7, 1.9, 3.2 and 3.3 of the Prime Contract.  In order to maintain
 the Plan's competitive position, the Mail Handlers Union and the Company
 agree not to release any such reports and information to any party or entity
 other than OPM prior to written notification to, and discussion with, the
 other party.

      4.   This Agreement shall take effect as of January 1, 2003, 12:01
 a.m., Standard Time, Washington, D.C., and will continue in force until
 December 31, 2007, 11:59 p.m.  The Agreement will automatically renew at the
 end of the initial term for additional four year terms thereafter, subject
 to initial OPM approval of this Agreement, and subsequent annual OPM
 approvals of proposed Plan benefit and/or rate changes, unless the Mail
 Handlers Union or the Company gives timely notice to the other, with a copy
 to OPM, of its intent not to renew this Agreement as of the end of the then-
 current term.  In addition, if for a reason not within the control of the
 Company, the cost containment programs related only to utilization of
 hospital and physician preferred provider organizations are no longer
 provided by the Company's affiliates, then the Company may give timely
 notice of its intent to terminate this Agreement effective at the end of the
 current Plan year.   The Mail Handlers Union's notice shall be timely if it
 is given at least forty (40) days before the date on which, pursuant to a
 call letter issued by OPM, the initial submission is due to OPM regarding
 either benefits or rates, whichever is issued first, for the Plan year
 following the last Plan year of the then-current term.  The Company's notice
 shall be timely if it is given at least forty (40) days before such date,
 subject to the condition that within three (3) business days of receiving
 OPM's call letter for that Plan year's benefits and/or rates, the Company
 must have given the Mail Handlers Union notice that it may exercise such
 nonrenewal option.  In the event that the Company gives notice of its intent
 not to renew this Agreement, it will assist the Mail Handlers Union in
 locating a successor underwriter.  In the event that either party gives
 notice of its intent not to renew this Agreement, the confidentiality
 obligation that paragraph 3 above imposes on the parties shall terminate.

      5.   The effective dates of eligibility for coverage by the Plan and
 the rights of Members enrolled in the Plan to its benefits shall be as
 provided in the Act and Regulations.  Members may be added to the Plan at
 such times and under such conditions as may be specified by the Act and
 Regulations.  Termination of eligibility for benefits shall be in accordance
 with the Act and Regulations.  Members may obtain temporary continuation
 coverage and/or convert to the OPM-approved conversion policy offered by the
 Plan and underwritten by First Health Life or Cambridge Life in accordance
 with the Act and Regulations.

      6.   The biweekly subscription charges during the period this Agreement
 is in effect shall be as provided for in the applicable Prime Contract for
 the respective Plan year and are listed in Attachment A hereto for 2003.

      The Company, subject to adjustment for error or fraud, will accept from
 OPM, in full payment the total subscription charges under this Agreement
 received by the Employees Health Benefits Fund (herein called "the Fund")
 plus any payments made by OPM from the Contingency Reserve, less the amounts
 necessary to fund the Mail Handlers Union administrative expenses and less
 the amounts set aside by OPM for the Contingency Reserve and for the
 administrative reserves held by OPM.

      In the event the Prime Contract is terminated as of a date other
 than the end of a Member's then current pay period, the effective date of
 termination as to the Member shall be deferred to the end of such pay period
 or as otherwise provided for in OPM Regulations.  The Company is entitled to
 receive all subscription charges due for the period of time such coverage is
 provided.

      7.   The Mail Handlers Union shall designate to OPM, on behalf of
 First Health Life, a financial institution at which First Health Life shall
 establish an account to receive subscription charges drawn from the Plan's
 Letter of Credit (LOC) account to pay health benefit charges incurred and
 administrative expenses chargeable under the contract pursuant to the FAR.
 Any notice received by the Mail Handlers Union of funds deposited into the
 Plan's LOC account shall be transmitted promptly to First Health Life.  All
 requests for withdrawals or drawdowns of funds from the Plan's LOC account
 for allowable administrative expenses for the Mail Handlers Union shall
 be made to, and through, First Health Life.  First Health Life shall be
 entitled as necessary to apply to the Plan's LOC account for a withdrawal
 or drawdown of funds deposited therein for the payment of claims filed under
 the Plan and/or its allowable administrative expenses and Service Charge
 (as such term is defined in Attachment B).  Drawdowns from the Plan's LOC
 account must be made on a "checks presented basis" which means that the
 drawdowns must not occur until a demand for payment is made upon the
 financial institution designated by First Health Life. Concurrently with
 the withdrawal of any Service Charge, First Health Life will remit the Mail
 Handler Union's portion of the Service Charge (if any) as calculated in
 accordance with Attachment B.  First Health Life shall be under no
 obligation to reimburse the Plan's LOC account for unrecouped benefit
 overpayments made erroneously but in good faith provided that it administers
 an overpayment recovery program that complies with Section 2.3(g) of the
 Prime Contract as implemented by FEPI's overpayment recovery procedures.

      If upon liquidation of all claims incurred, or three years from the
 date of discontinuance of this Agreement, whichever is earlier, there
 remains a balance in First Health Life's account attributable to the
 discontinued Agreement, such balance, including any interest earned thereon,
 shall be paid to the Mail Handlers Union for deposit to the Plan's reserves.

      8.   As of any date on which this Agreement is in effect, the
 cumulative gain on operations under the Plan as represented by the current
 balance in the Plan's  LOC account, adjusted by necessary accruals, shall
 constitute carrier held reserves within the meaning of the Act and
 Regulations.

      9.   During the term of this Agreement, the Mail Handlers Union shall
 request from OPM, if requested by First Health Life, a special transfer
 from the Contingency Reserve, pursuant to the requirements of the Act and
 Regulations.  In all such instances in which the Mail Handlers requests a
 special transfer from the Contingency Reserve, First Health Life, through
 the Mail Handlers Union, shall provide to OPM Cash Flow Statements, current
 Balance Sheet information and the pertinent claims data in support of such
 a Special Contingency Reserve transfer.

      10.  Should this Agreement be discontinued for any reason, First Health
 Life shall be entitled to receive from the Plan's LOC account an amount
 equal to the carrier held reserves on the date of discontinuance (including
 any subscription income subsequently deposited in such account that is
 attributable to the Plan's operation while First Health Life served as the
 Plan's underwriter under this Agreement, including its predecessors) to
 the extent such funds are necessary (1) to discharge First Health Life's or
 Cambridge Life's liability for the incurred but unpaid claims at the date
 of discontinuance and (2) to pay the Company's allowable administrative
 expenses incurred in the payment of such claims and for other contract costs
 pursuant to the FAR..  Such administrative expenses shall be subject to an
 amount separately negotiated with OPM from the limitation set forth in
 Attachment B to this Agreement or Appendix B to the Prime Contract.  The
 Company also shall be entitled, if such is necessary to discharge its
 liability for (1) and (2) above, to the balance held in the Contingency
 Reserve as of the effective date of discontinuance of this Agreement.

      11.  The Company shall supply enrollees of the Plan with identification
 cards and forms, as provided in the Plan brochure, for the filing of claims
 for benefits under the Plan.  Claims, with supporting proof, shall be
 submitted as provided in the Plan brochure and other applicable provisions
 of the Prime Contract.  Payment of claims will be made as provided in the
 Plan brochure and other applicable provisions of the Prime Contract.

      12.  The Company shall void all checks issued in payment of benefits
 which have been outstanding for two (2) years on a quarterly basis.  The
 amounts represented by such voided checks then shall be credited to the
 Plan's LOC account.  For this purpose, the term "check" shall include any
 written instrument to pay or reimburse the payment of benefits under the
 Plan, including by way of illustration but not limitation, drafts, money
 orders, and checks.

      13(a)     FEPI hereby agrees to perform for the Mail Handlers Union all
 administrative services necessary to the operation of the Plan, including,
 but not limited to,

           (i)  the maintenance of files to determine, and the determination
                of, enrollment and eligibility for payment of benefits under
                the Plan;

           (ii) the prompt investigation, adjudication and payment of claims
                for benefits under the Plan, including (A) the performance of
                reconsideration of denied claims as required by the Act and
                Regulations, (B) the provision of a defense to any litigation
                arising from claims under the Plan, which obligation shall
                include retaining or causing to be retained local counsel,
                paying or causing to be paid the legal fees of local counsel
                in connection therewith and paying or causing to be paid any
                settlements or judgments arising therefrom, and (C) the
                undertaking of reasonably diligent efforts to recoup benefit
                overpayments and (through its designee) to enforce the Plan's
                subrogation rights; and

           (iii) the preparation and maintenance of financial and
                statistical data and/or reports reflecting the operation
                of the Plan as required by law, and the establishment and
                maintenance of a quality assurance program in accordance with
                Section 1.9 of the Prime Contract.

      One or more of the Company's affiliates will directly contract with the
 Mail Handlers Union for cost containment programs such as utilization of
 hospital and physician preferred provider organizations.

           (b)  The Company agrees that any advertising material, including
 promotional and marketing material and supplemental literature that it
 prepares or causes to be prepared for the Plan, shall be truthful, not
 misleading, and consistent with the guidelines set forth in the Prime
 Contract and the Regulations.

      14.  The Company's expense charges and Service Charge for the
 performance of the underwriting and the administrative functions (including
 administrative functions delegated to FEPI) set forth in Section 13(a) of
 this Agreement shall be as provided for in the applicable Prime Contract for
 the respective Plan year and are listed in Attachment B hereto for 2003.

      15(a)     First Health Life, on its behalf and on the behalf of
 Cambridge Life and FEPI, shall, if requested, submit, actually or by
 specific identification in writing if actual submission of the data is
 impracticable, to the Mail Handlers Union cost or pricing data prior to the
 Mail Handlers Union's execution of this Agreement, which shall be
 accomplished during the benefit and rate negotiations with OPM, and prior to
 the pricing of any modification to this Agreement which involves aggregate
 increases or decreases in costs, plus applicable profits, expected to exceed
 $550,000.00, except where the price or price modification is for the
 acquisition of commercial items or is based on adequate price competition or
 prices set by law or regulation.

           (b)  First Health Life, on its behalf and on the behalf of
 Cambridge Life and FEPI, shall certify in writing to the Mail Handlers
 Union that to the best of its knowledge and belief the cost or pricing data
 submitted under subparagraph (a) above is accurate, complete and current
 as of the date of agreement on the negotiated price of this Agreement or
 modification thereto.  First Health Life shall make this certification by
 using the following form:

           Certificate of Current Cost or Pricing Data

           This is to certify that, to the best of my knowledge and belief,
           cost or pricing data, submitted in writing, or specifically
           identified in writing if actual submission of the data is
           impracticable, to the Mail Handlers Union in support of the
           [insert description] are accurate, complete and current as of
           [insert date].


                                         First Health Life and Health
                                         Insurance Company

                                         By  ________________________
                                         Its ________________________
           _________________
           Date of Execution


           (c)  First Health Life shall insert the substance of subparagraph
 (b), including this subparagraph (c), in each subcontract hereunder which
 exceeds $550,000.00 when entered into except where the subcontract price
 thereof is for the acquisition of commercial items, or based on adequate
 price competition or prices set by law or regulation.

      16(a)     The Company undertakes to indemnify the Mail Handlers Union
 from any and all liability, loss, costs, and expenses, including attorneys'
 fees (hereafter "indemnifiable losses"), which the Mail Handlers Union may
 incur or sustain as a result of the occurrence of any one of the following
 acts:

                (i)  First Health Life, pursuant to paragraph 15 of this
                     Agreement, furnished the Mail Handlers Union with cost
                     or pricing data which was not accurate, complete and
                     current as certified in First Health Life's Certificate
                     of Current Cost or Pricing Data; or

                (ii) First Health Life furnished the Mail Handlers Union with
                     cost or pricing data which was required to be accurate,
                     complete and current and to be submitted to support a
                     subcontract cost estimate furnished by the Mail Handlers
                     Union but which was not accurate, complete and current
                     as of the date certified in the Mail Handlers Union's
                     Certificate of Current Cost or Pricing Data; or

                (iii) First Health Life furnished the Mail Handlers Union
                     with any data, not within (i) or (ii) above, which was
                     not accurate as submitted; or

                (iv) Any act or omission of an employee or agent of First
                     Health Life or one of its subcontractors at any tier
                     which results in a cost or expense charged against
                     the Prime Contract, that is deemed by OPM or other
                     responsible Government authority to have been
                     unallowable or improper pursuant to applicable law; or

                (v)  Any intentionally wrongful or negligent act or omission
                     of an employee or agent of the Company or one of its
                     subcontractors at any tier related to the performance of
                     any function for which the Company is responsible under
                     this Agreement provided that the indemnifiable loss
                     resulting therefrom is not an allowable charge against
                     the Prime Contract.

           (b)  On such indemnification amounts, if any, the Company, if
 required by the Act or Regulations, agrees to pay the Mail Handlers Union
 interest at the rate at which the Company is required by the Act and
 Regulations to credit interest on investment income to the FEHBP, unless
 another rate is prescribed by federal law.

           (c)  As a condition to indemnification hereunder, the Mail
 Handlers Union promptly shall notify the Company in writing of the
 commencement of any judicial or administrative action that may give rise to
 an indemnifiable loss, must give the Company an opportunity to arrange and
 direct the defense of the matter, and shall provide the Company with all
 information and assistance necessary for such defense.

           (d)  These provisions (16(a)-(d)) shall survive the expiration of
 this Agreement.

      17.  All provisions or clauses of the Prime Contract, including
 without limitation, the provisions listed below, that are required to be
 incorporated herein are so incorporated by reference thereto.  The following
 provisions of the Prime Contract, effective January 1, 2003, specifically
 are incorporated herein by reference and shall be binding on the Company:

      Section 1.6     Confidentiality of Records

      Section 1.9     FEHB Quality Assurance

      Section 1.10    Notice of Significant Events

      Section 1.11    FEHB Inspection

      Section 1.12    Correction of Deficiencies

      Section 1.13    Information and Marketing Materials

      Section 1.14    Misleading, Deceptive, or Unfair Advertising

      Section 1.16    Subcontracts

      Section 1.21    Patients' Bill of Rights

      Section 1.22    Administrative Simplification - HIPAA

      Section 1.23    HIPAA Compliance

      Section 1.24    Notice to Enrollees on Termination of FEHBP or
                      Provider Contract

      Section 1.25    Transitional Care

      Section 2.9     Claims Processing

      Section 2.10    Calculation of Cost Sharing Provisions

      Section 2.12    Continuing Requirements after Termination of the
                      Carrier

      Section 3.4     Investment Income

      Section 3.5     Non-Commingling of Funds

      Section 3.8     Contractor Records Retention

      Section 3.10    Audit, Financial and Other Information

      Section 3.13    Taxpayer Identification Number

      Section 4.1(c)  Participation in the DoD/FEHBP Demonstration Project

      Section 5.5     Anti-Kickback Procedures

      Section 5.7     Audit and Records - Negotiation

      Section 5.14    Utilization of Small Business Concerns

      Section 5.18    Contract Work Hours and Safety Standards Act-Overtime
                      Compensation - General

      Section 5.19    Equal Opportunity

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

      Section 5.23    Affirmative Action for Workers with Disabilities

      Section 5.41    Limitation of Liability-Services

      Section 5.45    Limitation on Payments to Influence Certain Federal
                      Transactions

      Section 5.51    Pension Adjustments and Asset Reversions

      Section 5.52    Reversion of Adjustment of Plans for Post Retirement
                      Benefits Other Than Pensions (PRB)

      Section 5.55    Employment Reports on Disabled Veterans and Veterans
                      of the Vietnam Era

      Section 5.56    Authorization and Consent

      Section 5.57    Notice and Assistance Regarding Patent and Copyright
                      Infringement

      Section 5.59    Prohibition of Segregated Facilities

      Section 5.60    Subcontracts for Commercial Items and Commercial
                      Components

      For purposes of this Agreement, all references in the foregoing
 provisions of the Prime Contract to the "contractor" or "carrier" shall be
 treated as references to the Company, and all references to the "contract"
 or "prime contract" therein shall be treated as references to this
 Agreement.

      18.  The Company, in its sole discretion, shall have the right of
 indirect appeal to the Armed Services Board of Contract Appeals or any
 applicable court with respect to any final decision rendered by an OPM
 Contracting Officer pursuant to the Disputes clause of the Prime Contract
 (Section 5.36, FAR S 52.233-1).  Indirect appeal means assertion and
 prosecution by the Company of the Mail Handlers Union's right to such
 appeal.  In the event that the Company exercises such right of indirect
 appeal, any unallowable expenses of such appeal shall be borne by the
 Company.

      During the term of this Agreement, the Company shall be entitled to
 assert, on behalf of the Mail Handlers Union, the right to an equitable
 adjustment under Section 5.38 of the Prime Contract, captioned "Changes -
 Negotiated Benefits Contracts," as the Company deems necessary and
 appropriate.  In all such instances in which the Company requests an
 equitable adjustment, the Company shall provide the Mail Handlers Union with
 copies of any and all correspondence and information submitted to OPM in
 support of such an equitable adjustment request.

      19.  Upon thirty days advance written notice, the Mail Handlers Union
 may conduct an audit, during normal business hours, of the Company's records
 relating to its obligations under this Agreement.  The Company will have the
 right to request a copy of audit results and will pay the reasonable copy
 costs associated with such a request.

      20.  This Agreement and any rights or obligation arising out of any act
 to be performed hereunder shall be governed exclusively by the laws of the
 United States.

      21.  This Agreement may be amended by the parties in writing at any
 time with the approval of OPM if so required.

      22.  Any notice provided for in this Agreement must be in writing, and
 either must be delivered by facsimile with proof of delivery, personally
 delivered or mailed by first class mail (registered or certified, return
 receipt requested) to the following addressees:

      For the Mail Handlers Union:
      Mr. William H. Quinn, National President
      Mr. Mark A. Gardner, National Secretary-Treasurer
      National Postal Mail Handlers Union
      1101 Connecticut Ave, N.W., Suite 500
      Washington, D.C. 20036
      Facsimile No.:  (202) 833-0008

      For the Company:

      President, First Health Life and Health Insurance Company
      President, Cambridge Life Insurance Company
      President, Federal Employee Plans, Inc.
      3200 Highland Avenue
      Downers Grove, IL  60515
      Facsimile No.:  (630) 737-7878
      cc:  Susan T. Smith
           Vice President, General Counsel
      Facsimile No.:  (630) 737-7518

 Except as otherwise provided in this Agreement, any notice shall be deemed
 to have been given at the time of delivery.

      23.  This Agreement may be executed in several counterparts, each of
 which shall be deemed an original but all of which shall constitute one and
 the same Agreement.  A facsimile or other reproductive type copy of this
 Agreement, so long as signed by all parties, will be considered an original
 and will be fully enforceable against all parties.

      24.  Each signatory hereto warrants that he has been duly authorized to
 execute this Agreement on behalf of the party for whom he acts and that this
 Agreement is a binding and valid obligation of such party.

      IN WITNESS WHEREOF, this Agreement has been executed in quadruplicate
 on this 15th day of April, 2002.

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


      By:  _____________________________
           Mr. William H. Quinn
           National President
           Mail Handlers Benefit Plan



      FIRST HEALTH LIFE AND HEALTH INSURANCE COMPANY


      By:  ____________________________
           Mr. Edward L. Wristen
           President


      CAMBRIDGE LIFE INSURANCE COMPANY


      By:  ____________________________
           Mr. Edward L. Wristen
           Vice President and Secretary


      FEDERAL EMPLOYEE PLANS, INC.


      By:  ____________________________
           Mr. Edward L. Wristen
           Acting President


<PAGE>

                Attachment A to Prime Subcontract No. L-35489

                          Effective January 1, 2003

 (a)  Biweekly net-to-carrier rates, with appropriate adjustments for
      enrollees paid on other than a biweekly basis, are as follows(1):

                       FEHB PROGRAM                   DOD PROJECT
                       High Option   Standard Option  High Option  Standard
                       ------------  ---------------  -----------  --------
      Option
      ------
      Self Only        ------------  ---------------  -----------  --------

      Self and Family  ------------  ---------------  -----------  --------




 (1) In the third quarter of 2002, the biweekly net-to-carrier rates for
 2003 will be finalized by the Mail Handlers Union, the Company and OPM.
 Attachment A will be amended with such finalized rates by written notice
 sent to all parties.