0311007 Informal Interpretation

November 21, 2003

VIAEMAIL: mverne@ftc.eov

MikeVerne
Federal Trade Commission
Washington, D.C.

Re:Hart-Scott-Rodino Filing

DearMr. Verve:

Pursuantto our telephone conversation yesterday, please let me know whether thetransaction described below would require the filing of a PremergerNotification and Report Form ("HSR Filing") pursuant to Section 7A ofthe Clayton Act.

FACTS

Pursuantto an agreement between the parties (the "Agreement"), X (anon-profit health system) and Y (a non-profit health system) became the solecorporate members of A (a non-profit hospital system). No HSR Filing wasrequired at that time.

Pursuantto the Agreement and the Bylaws of A, the initial Board of Directors of Aconsisted of four members appointed by X, four members appointed by Y, and twomembers appointed jointly by X and Y (the "Initial Board").

Withrespect to appointments after the expiration of the terms of the Initial Boardmembers, A's Bylaws provide as follows:

1. Xshall appoint four members;

2. Yshall appoint four members; and

3. beginningin 2004, X shall appoint all remaining members of the 18 member Board.

TheBylaws further provide that X has the exclusive authority with respect to thefollowing:

1.Dissolution of A, the winding up or abandonment of its business enterprises orliquidation of its assets or the filing of any action in bankruptcy,receivership or similar action.

2. Thepower to transfer assets of A, or require A to transfer assets, to X or any entitycontrolled by X.

Finally,under the Agreement, Y may terminate its membership at any time upon writtennotice to X.

CURRENT TRANSACTION

Pursuant to the Bylaws of A, Y'sboard representation will automatically decline, and X will be entitled to appointup to 14 members of the 18 member Board of Directors. At or about the sametime, Y proposes to transfer its remaining membership interest in A to X.

Please provide us with yourconclusions regarding any HSR Filing obligations upon the reduction of Y'srepresentation on A's Board of Directors pursuant to the Bylaws and/or thetransfer of Y's remaining minority membership interest to X.

Please call me at your earliestconvenience. If you need any additional information, please do not hesitate tocall or contact the undersigned.

Yours very truly,