TO:             Employees Participating in the Group Medical Insurance
Program

SUBJECT:        Group Insurance Changes to be Effective January 1, 2004

DATE:           August 5, 2003

The State Insurance Committee has approved both a change in medical benefits
and a premium increase to be effective January 1, 2004.  The new premiums
will be deducted from the December 2003 paychecks.  The following provides a
summary of those changes:

Benefit Changes

PPO OPTION
        *       Individual deductible increased from $250 to $300
        *       Family deductible increased from $625 to $750
        *       Individual out of pocket maximum increased from $1,250 to
$1,300 (in network)
        *       Family out of pocket maximum increased from $2,500 to $2,600
(in network)
        *       Out of network out of pocket maximum increased from $3,750
to $3,900 (individual) and from $7,500 to $7,800 (family)
        *       Pharmacy out of pocket maximum increased from $720 to $1,000
        *       Changed the pharmacy copay to $5/$20/$40
        *       Adopted a mail order maintenance benefit.  For the PPO
option, the mail order provider will be Advance Rx.com - BlueCross
BlueShield of Tennessee

                For pharmacy purchases made at retail outlet the copay of
$5/$20/$40 will provide a 30 day supply.  If purchased through mail order
the $5/$20/$40 copay will provide a 90-day supply.

                                Outlet                  Copay
Supply
                                Retail                  $5/$20/$40
30 days
                                Mail Order              $5/$20/$40
90 days

POS OPTION
        *       PCP copay increased from $15 to $20
        *       Specialist copay increased from $15 to $25
        *       Changed the pharmacy benefits - same as the PPO Option.
          Mail order provider for Blue Cross will be Advance Rx.com
          Mail order provider for John Deere will be WalMart Pharmacy Xmail
Services

HMO OPTION
        *       PCP copay increased from $10 to $15
        *       Specialist copay increased from $15 to $20
        *       Changed the pharmacy benefits - same as the PPO Option
          Mail order provided for John Deere Health will be WalMart Pharmacy
Xmail Services
          Mail order provider for Aetna will be Aetna Rx Home Delivery

PREMIUM INCREASE

The premiums to be effective January 1, 2004, are shown in the chart located
on the reverse side.