ARTICLE 1 DESCRIPTION OF AGREEMENT. . . . . . . . . . 2 1.1 CONTRACT DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . 2 1.2 ENTIRE AGREEMENT; AMENDMENT. . . . . . . . . . . . . . . . . . 2 1.3 CORRELATION AND INTENT . . . . . . . . . . . . . . ....

AARP HEALTH INSURANCE AGREEMENT

BY AND AMONG

AMERICAN ASSOCIATION OF RETIRED PERSONS,

TRUSTEES OF THE AARP INSURANCE PLAN

AND

UNITED HEALTHCARE INSURANCE COMPANY

DATED AS OF FEBRUARY 26, 1997

Pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
as amended, confidential portions of this Exhibit have been
deleted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
The omitted material in the body of this Exhibit
has been replaced by three asterisks.

TABLE OF CONTENTS

Page
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ARTICLE 1
DESCRIPTION OF AGREEMENT. . . . . . . . . . 2
1.1 CONTRACT DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . 2
1.2 ENTIRE AGREEMENT; AMENDMENT. . . . . . . . . . . . . . . . . . 2
1.3 CORRELATION AND INTENT . . . . . . . . . . . . . . . . . . . . 2
1.4 SCOPE OF SERVICES. . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2
DEFINITIONS . . . . . . . . . . . . . 3
2.1 AARP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 AARP MARKS . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 AARP TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.4 AARP'S REPRESENTATIVE. . . . . . . . . . . . . . . . . . . . . 3
2.5 ACTIVE LIFE RESERVES . . . . . . . . . . . . . . . . . . . . . 3
2.6 ADMINISTRATIVE SERVICE FEE . . . . . . . . . . . . . . . . . . 3
2.7 AMORTIZATION INTEREST RATE . . . . . . . . . . . . . . . . . . 3
2.8 APPLICABLE LAWS. . . . . . . . . . . . . . . . . . . . . . . . 3
2.9 ASSOCIATED AGREEMENTS. . . . . . . . . . . . . . . . . . . . . 3
2.10 BASIC PERCENTAGE . . . . . . . . . . . . . . . . . . . . . . . 4
2.11 BUSINESS DAY . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.12 CHANGE OF LAW. . . . . . . . . . . . . . . . . . . . . . . . . 4
2.13 CLAIMS DATABASES . . . . . . . . . . . . . . . . . . . . . . . 4
2.14 CODE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.15 COMMENCEMENT DATE. . . . . . . . . . . . . . . . . . . . . . . 4
2.16 COMPENSATION PERCENTAGE. . . . . . . . . . . . . . . . . . . . 4
2.17 CONTRACT DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . 4
2.18 CPI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.19 CPR MODEL. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.20 CPR RULES. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.21 DAC TAX. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.22 DATABASES. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.23 DEFICIT CARRYFORWARD . . . . . . . . . . . . . . . . . . . . . 5
2.24 DEFICIT CARRYFORWARD ACCOUNT . . . . . . . . . . . . . . . . . 5
2.25 DEVELOPED MARKS. . . . . . . . . . . . . . . . . . . . . . . . 5
2.26 DEVELOPED SYSTEMS. . . . . . . . . . . . . . . . . . . . . . . 5
2.27 DISCLOSER. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.28 EVENT OF FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . 5
2.29 EXISTING PROGRAM . . . . . . . . . . . . . . . . . . . . . . . 5

2.30 EXPENSE INCURRED TYPE PLAN . . . . . . . . . . . . . . . . . . 5
2.31 FIXED OVERHEAD COSTS . . . . . . . . . . . . . . . . . . . . . 5
2.32 FUTURE PRODUCTS. . . . . . . . . . . . . . . . . . . . . . . . 5
2.33 GHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.34 GHIP VENDORS . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.35 GROSS UP . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.36 GROWTH FACTOR. . . . . . . . . . . . . . . . . . . . . . . . . 6
2.37 GROWTH INCENTIVE PERCENTAGE. . . . . . . . . . . . . . . . . . 6
2.38 INCENTIVE PERCENTAGE . . . . . . . . . . . . . . . . . . . . . 6
2.39 INCURRED CLAIMS. . . . . . . . . . . . . . . . . . . . . . . . 6
2.40 INCURRED PREMIUM REFUNDS . . . . . . . . . . . . . . . . . . . 6
2.41 INCURRED TAX ITEMS . . . . . . . . . . . . . . . . . . . . . . 6
2.42 INDEMNITY TYPE PLAN. . . . . . . . . . . . . . . . . . . . . . 6
2.43 INVESTMENT INCOME CREDIT . . . . . . . . . . . . . . . . . . . 6
2.44 INVESTMENT INCOME CREDIT RATE. . . . . . . . . . . . . . . . . 6
2.45 LOSS ADJUSTMENT EXPENSE RESERVE. . . . . . . . . . . . . . . . 7
2.46 LOSS RATIO . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.47 MANAGING REPRESENTATIVE. . . . . . . . . . . . . . . . . . . . 7
2.48 MEMBER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 7
2.49 MEMBER SERVICES AGREEMENT. . . . . . . . . . . . . . . . . . . 7
2.50 MEMBER SERVICES VENDOR . . . . . . . . . . . . . . . . . . . . 7
2.51 OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . 7
2.52 OPERATING PLAN . . . . . . . . . . . . . . . . . . . . . . . . 7
2.53 OPERATIONAL ISSUE. . . . . . . . . . . . . . . . . . . . . . . 7
2.54 PASS-THROUGH EXPENSES. . . . . . . . . . . . . . . . . . . . . 7
2.55 PERFORMANCE EXPERIENCE . . . . . . . . . . . . . . . . . . . . 9
2.56 POLICY YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.57 PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.58 PROGRAM AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . 9
2.59 PROGRAM ISSUE. . . . . . . . . . . . . . . . . . . . . . . . . 9
2.60 PROJECTED MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . 9
2.61 PROPRIETARY INFORMATION. . . . . . . . . . . . . . . . . . . . 9
2.62 PROPRIETARY SYSTEMS. . . . . . . . . . . . . . . . . . . . . . 9
2.63 PRUDENTIAL . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.64 PRUDENTIAL AGREEMENT . . . . . . . . . . . . . . . . . . . . . 9
2.65 PRUDENTIAL'S AARP OPERATIONS . . . . . . . . . . . . . . . . . 9
2.66 RECIPIENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.67 REINSURANCE AGREEMENT. . . . . . . . . . . . . . . . . . . . . 9
2.68 RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.69 RELATED PLAN . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.70 REPRESENTATIVES. . . . . . . . . . . . . . . . . . . . . . . . 9
2.71 RESOLUTION PROCEDURE . . . . . . . . . . . . . . . . . . . . . 10

2.72 RETENTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.73 RSF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.74 RSF BALANCE. . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.75 RSF BALANCE PERCENTAGE . . . . . . . . . . . . . . . . . . . . 10
2.76 SALES AND MARKETING AGREEMENT. . . . . . . . . . . . . . . . . 10
2.77 SALES AND MARKETING VENDOR . . . . . . . . . . . . . . . . . . 10
2.78 SERVICE ENHANCEMENT. . . . . . . . . . . . . . . . . . . . . . 10
2.79 SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.80 SHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.81 SHIP DATABASES . . . . . . . . . . . . . . . . . . . . . . . . 10
2.82 SHIP EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . 11
2.83 SHIP GROSS PREMIUMS. . . . . . . . . . . . . . . . . . . . . . 11
2.84 SHIP INSURED . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.85 SHIP NET PREMIUMS. . . . . . . . . . . . . . . . . . . . . . . 11
2.86 SHIP PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.87 SHIP PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . 11
2.88 SHIP PRODUCTS. . . . . . . . . . . . . . . . . . . . . . . . . 11
2.89 START-UP COSTS . . . . . . . . . . . . . . . . . . . . . . . . 11
2.90 TARGET AARP ALLOWANCE. . . . . . . . . . . . . . . . . . . . . 12
2.91 TARGET INCURRED CLAIMS . . . . . . . . . . . . . . . . . . . . 12
2.92 TARGET LOSS RATIO. . . . . . . . . . . . . . . . . . . . . . . 12
2.93 TARGET MEMBER CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 12
2.94 TARGET PREMIUM REFUNDS . . . . . . . . . . . . . . . . . . . . 12
2.95 TARGET RETENTION . . . . . . . . . . . . . . . . . . . . . . . 12
2.96 TARGET RSF FUNDING . . . . . . . . . . . . . . . . . . . . . . 12
2.97 TAX BASE . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.98 TAX BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.99 TAX REIMBURSEMENT. . . . . . . . . . . . . . . . . . . . . . . 12
2.100 TAX RETURN . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.101 TAX TIMING EXPENSES. . . . . . . . . . . . . . . . . . . . . . 12
2.102 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.103 TERMINATION COSTS. . . . . . . . . . . . . . . . . . . . . . . 13
2.104 TRANSFER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 14
2.105 TRANSFERRED ASSETS . . . . . . . . . . . . . . . . . . . . . . 14
2.106 TRANSFERRED ASSETS GROSS UP. . . . . . . . . . . . . . . . . . 14
2.107 TRANSFERRED EQUIPMENT. . . . . . . . . . . . . . . . . . . . . 14
2.108 TRANSFERRED EMPLOYEES. . . . . . . . . . . . . . . . . . . . . 14
2.109 TRUE-UP INTEREST RATE. . . . . . . . . . . . . . . . . . . . . 14
2.110 UNITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.111 UNITED'S AARP OPERATIONS . . . . . . . . . . . . . . . . . . . 14
2.112 UNITED'S MARKS . . . . . . . . . . . . . . . . . . . . . . . . 14
2.113 UNITED'S REPRESENTATIVE. . . . . . . . . . . . . . . . . . . . 14

iii

2.114 UNITED'S TAX RATE. . . . . . . . . . . . . . . . . . . . . . . 14
2.115 VENDOR OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . 15
2.116 VENDOR PASS-THROUGH EXPENSES . . . . . . . . . . . . . . . . . 15

ARTICLE 3
RESPONSIBILITIES OF UNITED . . . . . . . . . 15
3.1 SERVICES PRIOR TO THE COMMENCEMENT DATE. . . . . . . . . . . . 15
3.1.1 DESIGNATION OF UNITED'S REPRESENTATIVE . . . . . . . . 15
3.1.2 PROCEDURES . . . . . . . . . . . . . . . . . . . . . . 16
3.1.3 DEDICATED STAFF. . . . . . . . . . . . . . . . . . . . 16
3.1.4 ACCEPTANCE AND ENHANCEMENT OF SYSTEMS AND DATABASES,
ETC. . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.1.5 ACCEPTANCE TESTING . . . . . . . . . . . . . . . . . . 18
3.1.6 EQUIPMENT AND SUPPLIES . . . . . . . . . . . . . . . . 18
3.1.7 PRUDENTIAL AGREEMENTS. . . . . . . . . . . . . . . . . 18
3.1.8 TRANSFER OF EXISTING BUSINESS. . . . . . . . . . . . . 19
3.2 SERVICES AFTER THE COMMENCEMENT DATE.. . . . . . . . . . . . . 20
3.2.1 COMPLETION AND CONTINUATION OF INITIAL SERVICES. . . . 20
3.2.2 UNDERWRITING OF SHIP . . . . . . . . . . . . . . . . . 20
3.2.3 PRODUCT DEVELOPMENT. . . . . . . . . . . . . . . . . . 21
3.2.4 FUTURE PRODUCTS. . . . . . . . . . . . . . . . . . . . 22
3.2.5 SERVICE STANDARDS. . . . . . . . . . . . . . . . . . . 22
3.2.6 OPERATING PLAN . . . . . . . . . . . . . . . . . . . . 23
3.2.7 FINANCIAL BOOKS AND RECORDS. . . . . . . . . . . . . . 23
3.2.8 REPORTS. . . . . . . . . . . . . . . . . . . . . . . . 24
3.2.9 AUDITS AND INSPECTION. . . . . . . . . . . . . . . . . 24
3.3 MEMBER CONTRIBUTION RATE ADJUSTMENTS . . . . . . . . . . . . . 25
3.3.1 PROJECTED MEMBERSHIP; TARGET AARP ALLOWANCE. . . . . . 25
3.3.2 TARGET OPERATING EXPENSES. . . . . . . . . . . . . . . 25
3.3.3 TARGET INCURRED CLAIMS . . . . . . . . . . . . . . . . 26
3.3.4 TARGET PREMIUM REFUNDS . . . . . . . . . . . . . . . . 26
3.3.5 TARGET RSF FUNDING . . . . . . . . . . . . . . . . . . 27
3.3.6 TARGET RETENTION . . . . . . . . . . . . . . . . . . . 27
3.3.7 DETERMINATION OF MEMBER CONTRIBUTION RATES . . . . . . 27
3.3.8 RATE APPROVAL AND IMPLEMENTATION . . . . . . . . . . . 28
3.3.9 SPECIFICATION OF TARGET LOSS RATIO . . . . . . . . . . 28
3.3.10 STATE MANDATED RATE ADJUSTMENTS. . . . . . . . . . . . 29
3.4 COMPLIANCE WITH LAW. . . . . . . . . . . . . . . . . . . . . . 29
3.4.1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . 29
3.4.2 NOTICE . . . . . . . . . . . . . . . . . . . . . . . . 29
3.5 SALE OF ASSETS; SUBCONTRACTS, ETC. . . . . . . . . . . . . . . 29
3.5.1 ASSET SALES. . . . . . . . . . . . . . . . . . . . . . 29

3.5.2 SUBCONTRACTS . . . . . . . . . . . . . . . . . . . . . 29
3.6 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.6.1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . 30
3.6.2 TAX REIMBURSEMENT. . . . . . . . . . . . . . . . . . . 30
3.6.3 TAX BENEFIT FROM DEPRECIATION AND AMORTIZATION . . . . 31
3.6.4 TAX EFFECT OF DISPOSAL OF TRANSFERRED ASSETS . . . . . 31
3.7 EXCLUSIVITY. . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.8 CONFLICTING APPROVALS. . . . . . . . . . . . . . . . . . . . . 31
3.9 AARP EVALUATIONS . . . . . . . . . . . . . . . . . . . . . . . 32
3.10 CESSATION OF BUSINESS. . . . . . . . . . . . . . . . . . . . . 32
3.10.1 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.10.2 PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.11 RELATED PLANS. . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 4
RESPONSIBILITIES OF AARP AND AARP TRUST . . . . . . 33
4.1 AARP'S REPRESENTATIVE. . . . . . . . . . . . . . . . . . . . . 33
4.2 GRANT OF RIGHT TO USE AARP MARKS . . . . . . . . . . . . . . . 33
4.2.1 GRANT. . . . . . . . . . . . . . . . . . . . . . . . . 33
4.2.2 NOTATIONS. . . . . . . . . . . . . . . . . . . . . . . 33
4.2.3 APPROVAL RIGHTS. . . . . . . . . . . . . . . . . . . . 33
4.2.4 OWNERSHIP OF MARKS . . . . . . . . . . . . . . . . . . 34
4.2.5 PROTECTION OF AARP MARKS . . . . . . . . . . . . . . . 34
4.2.6 INFRINGEMENTS. . . . . . . . . . . . . . . . . . . . . 34
4.3 EQUIPMENT TRANSFER . . . . . . . . . . . . . . . . . . . . . . 34
4.4 DATABASE AND SYSTEMS TRANSFER. . . . . . . . . . . . . . . . . 34
4.5 EMPLOYEE HIRE. . . . . . . . . . . . . . . . . . . . . . . . . 34
4.6 OTHER ASSETS AND INFORMATION . . . . . . . . . . . . . . . . . 35
4.7 PRUDENTIAL AGREEMENTS. . . . . . . . . . . . . . . . . . . . . 35
4.8 COOPERATION OF THIRD PARTIES . . . . . . . . . . . . . . . . . 35
4.9 OVERSIGHT. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.10 AARP EVALUATIONS . . . . . . . . . . . . . . . . . . . . . . . 35
4.11 OTHER PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . 35
4.12 INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE 5
REPRESENTATIONS AND WARRANTIES . . . . . . 36
5.1 REPRESENTATIONS AND WARRANTIES OF UNITED . . . . . . . . . . . 36
5.1.1 ORGANIZATION AND OUTSTANDING . . . . . . . . . . . . . 36
5.1.2 AUTHORIZATION. . . . . . . . . . . . . . . . . . . . . 36
5.1.3 CONSENTS AND APPROVALS . . . . . . . . . . . . . . . . 36
5.1.4 ACTIONS PENDING. . . . . . . . . . . . . . . . . . . . 36

5.1.5 NO CONFLICT OR VIOLATION . . . . . . . . . . . . . . . 36
5.1.6 LICENSES AND PERMITS . . . . . . . . . . . . . . . . . 37
5.1.7 COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . 37
5.1.8 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . 38
5.1.9 FINANCIAL CONDITION. . . . . . . . . . . . . . . . . . 38
5.2 REPRESENTATIONS AND WARRANTIES OF AARP AND AARP TRUST. . . . . 38
5.2.1 ORGANIZATION AND STANDING. . . . . . . . . . . . . . . 38
5.2.2 AUTHORIZATION. . . . . . . . . . . . . . . . . . . . . 38
5.2.3 CONSENTS AND APPROVALS . . . . . . . . . . . . . . . . 39
5.2.4 ACTIONS PENDING. . . . . . . . . . . . . . . . . . . . 39
5.2.5 NO CONFLICT OR VIOLATION . . . . . . . . . . . . . . . 39
5.2.6 COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . 40
5.2.7 FINANCIAL CONDITION. . . . . . . . . . . . . . . . . . 40
5.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES . . . . . . . . . . 40

ARTICLE 6
ALLOWANCES AND COMPENSATION . . . . . . . . . 40
6.1 AARP ALLOWANCE . . . . . . . . . . . . . . . . . . . . . . . . 40
6.2 UNITED ADMINISTRATION CHARGES. . . . . . . . . . . . . . . . . 40
6.2.1 ADMINISTRATIVE SERVICE FEE . . . . . . . . . . . . . . 40
6.2.2 CHANGES IN ADMINISTRATIVE SERVICE FEE. . . . . . . . . 41
6.2.3 PASS-THROUGH EXPENSES. . . . . . . . . . . . . . . . . 42
6.2.4 START-UP COSTS . . . . . . . . . . . . . . . . . . . . 42
6.2.5 PERFORMANCE CHARGES. . . . . . . . . . . . . . . . . . 42
6.3 UNITED RISK AND PROFIT CHARGES . . . . . . . . . . . . . . . . 43
6.3.1 BASIC PERCENTAGE . . . . . . . . . . . . . . . . . . . 43
6.3.2 INCENTIVE PERCENTAGE . . . . . . . . . . . . . . . . . 44
6.3.3 TAX CHANGES. . . . . . . . . . . . . . . . . . . . . . 45
6.4 INVESTMENT INCOME CREDITS. . . . . . . . . . . . . . . . . . . 45
6.4.1 SHIP PORTFOLIO . . . . . . . . . . . . . . . . . . . . 45
6.4.2 CASH TRANSFERS . . . . . . . . . . . . . . . . . . . . 45
6.4.3 INVESTMENT INCOME CREDIT CALCULATION . . . . . . . . . 46
6.4.4 INVESTMENT INCOME CREDIT RATE. . . . . . . . . . . . . 46
6.4.5 INVESTMENT STRATEGY. . . . . . . . . . . . . . . . . . 47
6.4.6 INVESTMENT MANAGER . . . . . . . . . . . . . . . . . . 47
6.4.7 INVESTMENT PERFORMANCE; OWNERSHIP. . . . . . . . . . . 47
6.5 TAX-TIMING EXPENSE . . . . . . . . . . . . . . . . . . . . . . 47
6.6 TAX REIMBURSEMENT. . . . . . . . . . . . . . . . . . . . . . . 47
6.6.1 IN ORDINARY COURSE . . . . . . . . . . . . . . . . . . 47
6.6.2 AUDIT ADJUSTMENTS. . . . . . . . . . . . . . . . . . . 48
6.6.3 GROSS UP . . . . . . . . . . . . . . . . . . . . . . . 48
6.6.4 VALUATION OF TRANSFERRED ASSETS. . . . . . . . . . . . 48

6.6.5 UPON TERMINATION . . . . . . . . . . . . . . . . . . . 48
6.7 PAYMENT OF ALLOWANCES AND COMPENSATION . . . . . . . . . . . . 49
6.8 REGULATORY IMPACT. . . . . . . . . . . . . . . . . . . . . . . 49
6.9 OWNERSHIP OF FUNDS . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 7
PROPERTY RIGHTS IN AND CONFIDENTIALITY OF INFORMATION. . . 49
7.1 MEMBER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 49
7.1.1 CLAIMS DATABASES . . . . . . . . . . . . . . . . . . . 49
7.1.2 OTHER INFORMATION. . . . . . . . . . . . . . . . . . . 49
7.2 MEMBER COMMUNICATIONS. . . . . . . . . . . . . . . . . . . . . 50
7.2.1 AARP OWNERSHIP.. . . . . . . . . . . . . . . . . . . . 50
7.2.2 AARP APPROVAL. . . . . . . . . . . . . . . . . . . . . 50
7.3 RETURN UPON TERMINATION. . . . . . . . . . . . . . . . . . . . 50
7.4 UNITED MARKS AND MARKS DEVELOPED FOR THE SHIP. . . . . . . . . 51
7.4.1 UNITED MARKS . . . . . . . . . . . . . . . . . . . . . 51
7.4.2 DEVELOPED MARKS. . . . . . . . . . . . . . . . . . . . 51
7.5 SECURITY ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . 52
7.6 PROPRIETARY INFORMATION. . . . . . . . . . . . . . . . . . . . 52
7.6.1 PROPRIETARY INFORMATION. . . . . . . . . . . . . . . . 52
7.6.2 COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 53
7.7 PROPRIETARY AND DEVELOPED SYSTEMS. . . . . . . . . . . . . . . 54
7.7.1 PROPRIETARY SYSTEMS. . . . . . . . . . . . . . . . . . . . . . 54
7.7.2 DEVELOPED SYSTEMS. . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE 8
RESERVE REQUIREMENTS;
RATE STABILIZATION FUND . . . . . . . . . . 55
8.1 PURPOSE OF RESERVES. . . . . . . . . . . . . . . . . . . . . . 55
8.2 RATE STABILIZATION FUND. . . . . . . . . . . . . . . . . . . . 55
8.3 EXPERIENCE RATING. . . . . . . . . . . . . . . . . . . . . . . 55
8.3.1 EXPERIENCE RATING DEFICIT. . . . . . . . . . . . . . . 55
8.3.2 EXPERIENCE RATING GAIN . . . . . . . . . . . . . . . . 56
8.4 MONTHLY REVIEW AND INTERIM ADJUSTMENT. . . . . . . . . . . . . 56
8.5 ANNUAL REVIEW AND RECONCILIATION . . . . . . . . . . . . . . . 56
8.6 DISPOSITION UPON TERMINATION . . . . . . . . . . . . . . . . . 56

ARTICLE 9
INTERACTION WITH OTHER GHIP VENDORS . . . . . . . 56
9.1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
9.2 MEMBER SERVICES VENDOR . . . . . . . . . . . . . . . . . . . . 57
9.2.1 RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . 57

vii

9.2.2 AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . 57
9.3 SALES AND MARKETING VENDOR . . . . . . . . . . . . . . . . . . 57
9.3.1 RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . 57
9.3.2 AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . 58
9.3.3 AARP APPROVAL RIGHTS . . . . . . . . . . . . . . . . . 58
9.4 VENDOR INTERACTION . . . . . . . . . . . . . . . . . . . . . . 58
9.4.1 DEFAULTS BY OTHER GHIP VENDORS . . . . . . . . . . . . 58
9.4.2 ACCESS TO INFORMATION. . . . . . . . . . . . . . . . . 59
9.5 GOVERNANCE OF INTERVENDOR DISPUTES . . . . . . . . . . . . . . 59
9.5.1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . 59
9.5.2 VENDOR REPRESENTATIVES . . . . . . . . . . . . . . . . 59
9.5.3 INFORMAL DISPUTE RESOLUTION. . . . . . . . . . . . . . 60
9.5.4 MEDIATION. . . . . . . . . . . . . . . . . . . . . . . 60
9.5.5 ARBITRATION. . . . . . . . . . . . . . . . . . . . . . 61
9.5.6 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . 63
9.6 TERMINATION OF OTHER GHIP VENDORS. . . . . . . . . . . . . . . 63
9.7 COMPENSATION OF OTHER GHIP VENDORS . . . . . . . . . . . . . . 63
9.7.1 VENDOR OPERATING EXPENSES. . . . . . . . . . . . . . . 63
9.7.2 VENDOR PASS-THROUGH EXPENSES . . . . . . . . . . . . . 63

ARTICLE 10
TERM AND TERMINATION. . . . . . . . . . . 64
10.1 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.2 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . 64
10.3 NOTICES AND EFFORTS TO CURE. . . . . . . . . . . . . . . . . . 66
10.4 TERMINATION WITH SUCCESSOR CARRIER . . . . . . . . . . . . . . 66
10.4.1 TRANSFER OF SHIP PLANS . . . . . . . . . . . . . . . . 66
10.4.2 CLAIMS LIABILITY . . . . . . . . . . . . . . . . . . . 66
10.4.3 TRANSFER OF RESERVES . . . . . . . . . . . . . . . . . 67
10.4.3.1 TRANSFER OF RESERVES . . . . . . . . . . . . 67
10.4.3.2 PROVISIONAL SETTLEMENT . . . . . . . . . . . 67
10.4.3.3 FINAL SETTLEMENT . . . . . . . . . . . . . . 67
10.4.3.4 UNSCHEDULED TERMINATION. . . . . . . . . . . 68
10.4.3.5 VENDOR EXPENSES. . . . . . . . . . . . . . . 69
10.4.3.6 BENEFITS EXPECTATION . . . . . . . . . . . . 69
10.4.3.7 REQUIRED RSF BALANCE . . . . . . . . . . . . 69
10.4.4 PERMITTED PARTIAL TRANSFERS. . . . . . . . . . . . . . 70
10.4.5 TRANSFER OF DATABASES. . . . . . . . . . . . . . . . . 70
10.4.6 TRANSFER OF APPLICATIONS SYSTEMS . . . . . . . . . . . 70
10.4.7 TRANSFER OF DEVELOPED SYSTEMS. . . . . . . . . . . . . 70
10.4.8 OBLIGATIONS OF UNITED PRIOR TO TERMINATION . . . . . . 71
10.4.9 COOPERATION. . . . . . . . . . . . . . . . . . . . . . 71

viii

10.4.10 REMOVAL OF CERTAIN UNITED MARKS. . . . . . . . . . . . 71
10.5 TERMINATION WITHOUT SUCCESSOR CARRIER. . . . . . . . . . . . . 71
10.5.1 RSF BALANCE. . . . . . . . . . . . . . . . . . . . . . 72
10.5.2 PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . 72
10.5.3 RATE ACTIVITY. . . . . . . . . . . . . . . . . . . . . 72
10.5.4 SALE PROHIBITED. . . . . . . . . . . . . . . . . . . . 72
10.5.5 PROVISIONAL AND FINAL SETTLEMENT . . . . . . . . . . . 72
10.6 RIGHTS AND OBLIGATIONS OF PARTIES UPON TERMINATION . . . . . . 73
10.6.1 TERMINATION COSTS. . . . . . . . . . . . . . . . . . . 73
10.6.2 POST-TERMINATION REPORTS . . . . . . . . . . . . . . . 73
10.6.3 DISPOSITION OF EMPLOYEES . . . . . . . . . . . . . . . 73

ARTICLE 11
DISPUTE RESOLUTION . . . . . . . . . . . 73
11.1 INFORMAL PROCEDURES. . . . . . . . . . . . . . . . . . . . . . 73
11.2 FORMAL PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . 74
11.2.1 MEDIATION. . . . . . . . . . . . . . . . . . . . . . . 74
11.2.2 ARBITRATION. . . . . . . . . . . . . . . . . . . . . . 74
11.3 COSTS AND FEES . . . . . . . . . . . . . . . . . . . . . . . . 75
11.4 SPECIFIC PERFORMANCE . . . . . . . . . . . . . . . . . . . . . 75
11.5 JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . 75
11.6 LIABILITY LIMITATION . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE 12
RELATIONSHIP OF THE PARTIES . . . . . . . . . 75
12.1 INDEPENDENT CONTRACTORS. . . . . . . . . . . . . . . . . . . . 75
12.2 NOT LEGAL REPRESENTATIVES. . . . . . . . . . . . . . . . . . . 76
12.2.1 UNITED. . . . . . . . . . . . . . . . . . . . . . . . . 76
12.2.2 AARP AND AARP TRUST . . . . . . . . . . . . . . . . . . 76

ARTICLE 13
INDEMNIFICATION . . . . . . . . . . . . 76
13.1 INDEMNIFICATION BY UNITED. . . . . . . . . . . . . . . . . . . 76
13.2 INDEMNIFICATION BY AARP. . . . . . . . . . . . . . . . . . . . 77
13.3 NOTICE; DEFENSE OF CLAIM . . . . . . . . . . . . . . . . . . . 77
13.4 FAILURE TO DEFEND ACTION . . . . . . . . . . . . . . . . . . . 78
13.5 SURVIVAL OF INDEMNITIES. . . . . . . . . . . . . . . . . . . . 78
13.6 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE 14
GENERAL PROVISIONS . . . . . . . . . . . 79
14.1 FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . 79
14.1.1 EVENTS . . . . . . . . . . . . . . . . . . . . . . . . 79
14.1.2 NOTICE AND CURE. . . . . . . . . . . . . . . . . . . . 79
14.1.3 TERMINATION. . . . . . . . . . . . . . . . . . . . . . 80
14.2 FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . 80
14.3 NO THIRD PARTY BENEFICIARIES . . . . . . . . . . . . . . . . . 80
14.4 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 80
14.5 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
14.6 NO WAIVER, ETC.. . . . . . . . . . . . . . . . . . . . . . . . 81
14.7 AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 82
14.7.1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . 82
14.7.2 ANCILLARY AGREEMENTS . . . . . . . . . . . . . . . . . 82
14.7.3 RENEGOTIATION. . . . . . . . . . . . . . . . . . . . . 82
14.7.4 CONFLICTS AMONG AGREEMENTS . . . . . . . . . . . . . . 82
14.8 EXPERIENCE/RESERVE ACCOUNTING. . . . . . . . . . . . . . . . . 82
14.9 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
14.10 BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . 82
14.11 ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 82
14.12 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . 83
14.13 CERTAIN CALCULATIONS . . . . . . . . . . . . . . . . . . . . . 83
14.14 ACKNOWLEDGEMENT. . . . . . . . . . . . . . . . . . . . . . . . 83
14.15 RELATED PLANS. . . . . . . . . . . . . . . . . . . . . . . . . 83

AARP HEALTH INSURANCE AGREEMENT

This AARP HEALTH INSURANCE AGREEMENT (this "Agreement") dated as of
February 26, 1997, by and among the American Association of Retired Persons, a
District of Columbia not-for-profit corporation ("AARP"), the Trustees of the
AARP Insurance Plan ("AARP Trust," as hereinafter more fully defined), and
United HealthCare Insurance Company, a Connecticut stock insurance company
("United").

W I T N E S S E T H:

WHEREAS, AARP is a nonprofit, nonpartisan membership corporation for
persons of age 50 and over whose goals include the advancement of the
education, well-being and social welfare of its members and older persons
generally;

WHEREAS, AARP, through extensive research, has determined that the social
welfare of its members will benefit from access to a group health insurance
program (the "GHIP," as hereinafter more fully defined) sponsored by AARP and
provided by independent insurers and other contractors;

WHEREAS, AARP is the sole and exclusive owner of all proprietary and other
property rights and interest in the name, acronym and symbol "AARP" under which
services to its membership are known and identified;

WHEREAS, AARP and its independent consultants have determined that United
is qualified to offer the health insurance program component of the GHIP
comprised of group Medicare supplement, hospital indemnity and certain other
medical insurance coverages and other products as agreed to by the parties (the
"SHIP," as hereinafter more fully defined) and certain related services
described herein (the "Services," as hereinafter more fully defined) to
participants in the GHIP and other AARP members; and

WHEREAS, United desires to offer the SHIP and related Services to
participants in the GHIP and other AARP members;

NOW, THEREFORE, in consideration of the premises and the material
representations, warranties, conditions, covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

ARTICLE 1
DESCRIPTION OF AGREEMENT

1.1 CONTRACT DOCUMENTS. As used herein, "Contract Documents" means this
Agreement, written modifications of this Agreement and the following
exhibits and schedules, which are attached hereto and are specifically
made a part of this Agreement:

Exhibit 2.90 - United's Start-Up Personnel
Exhibit 3.1.3(a) - Dedicated United Personnel
Exhibit 3.1.5 - Software Acceptance Test Standards
Exhibit 3.2.4 - Future Products
Exhibit 3.2.5 - Administrative Services
Performance Standards
Exhibit 3.2.8(a) - Reporting Standards
Exhibit 4.2.1 - AARP Marks
Exhibit 5.1 - United Disclosure Schedule
Exhibit 5.1.9 - Agency Ratings of United
Exhibit 5.2 - AARP/AARP Trust Disclosure Schedule
Exhibit 6.2.1(b) - Analysis for Administrative Functions
Exhibit 6.5 - Tax Timing Expense
Exhibit 7.4.2 - Developed Marks
Exhibit 7.7.2 - Developed Systems
Exhibit 9.5.2 - Vendor Managing Representatives

1.2 ENTIRE AGREEMENT; AMENDMENT. The Contract Documents collectively set
forth the full and complete understanding of the parties with respect to
the subject matter thereof, and supersede any and all negotiations,
agreements or representations made or dated prior thereto. Each of the
Contract Documents may only be amended by written instruments executed by
each party to such Contract Document.

1.3 CORRELATION AND INTENT. It is the intent of the Contract Documents that
United undertake to provide the SHIP and the Services. If there is any
inconsistency among this Agreement and the Exhibits hereto, the terms of
this Agreement, as and if amended, shall govern.

1.4 SCOPE OF SERVICES. The description of the SHIP and the Services set
forth herein and in the Exhibits hereto is not intended to list every
element and detail to be provided by United, AARP and AARP Trust. If
necessary, United, AARP and AARP Trust shall propose and implement
modifications to the Contract Documents as are reasonably necessary to
reflect additional elements and details.

ARTICLE 2
DEFINITIONS

Words and abbreviations that have well-known technical or trade meanings
are used in the Contract Documents in accordance with such recognized meanings.
The following terms are used in the Contract Documents with the following
respective meanings.

2.1 AARP has the meaning set forth in the first paragraph of this Agreement.

2.2 AARP MARKS has the meaning set forth in Section 4.2.1 hereof.

2.3 AARP TRUST means the trust created and existing under the laws of the
District of Columbia pursuant to that certain Restatement of Agreement
and Declaration of Trust dated as of February, 1980 among AARP and the
several trustees named therein, as amended.

2.4 AARP'S REPRESENTATIVE means the person designated by AARP and AARP Trust
from time to time in accordance with Section 4.1 hereof.

2.5 ACTIVE LIFE RESERVES means, for any SHIP Plan, the reserves established
to cover the excess in the value of future benefits and expenses over the
value of future premiums.

2.6 ADMINISTRATIVE SERVICE FEE has the meaning set forth in Section 6.2.1(a)
hereof.

2.7 AMORTIZATION INTEREST RATE means the yield on the three-year Treasury
securities at constant maturity, as published in Federal Reserve
Statistical Release H.15 (or any successor publication), for the month in
which an expense would have been charged in the absence of amortization,
plus fifty hundredths of one percent. The rate so defined is a
semiannually compounded rate that will be converted to an effective
annual rate for the purpose of any calculation.

2.8 APPLICABLE LAWS means all laws, ordinances, judgments, decrees,
injunctions, writs and orders of any court or governmental agency or
authority, and all codes, rules, regulations and orders applicable to
the performance of the Services or the provision of the SHIP.

2.9 ASSOCIATED AGREEMENTS means the AARP GHIP Management Agreement among
AARP, AARP Trust and Hartford Fire Insurance Company; the AARP Sales and
Marketing Agreement among AARP, AARP Trust and Seabury & Xxxxx, Inc.; the
AARP Long Term Care Insurance Agreement among AARP, AARP Trust and
Metropolitan Life Insurance Company; and all other agreements pertaining
to the GHIP that may from time to time be entered into between United and
any other GHIP Vendor relating to the

subject matter of this Agreement; as each such agreement may be amended
from time to time.

2.10 BASIC PERCENTAGE means a percentage determined as set forth in Section
6.3.1 hereof.

2.11 BUSINESS DAY means every day other than the Friday after Thanksgiving and
any other day on which commercial banks are not authorized to conduct
business, or are required to close, in the District of Columbia or the
State of New York. In the event that an obligation to be performed under
this Agreement falls due on a day which is not a Business Day, the
obligation shall be deemed due on the next Business Day thereafter.

2.12 CHANGE OF LAW means any change in, or change in the interpretation of, or
adoption of, any Applicable Law, or other legislative or administrative
action of the United States of America, any state, territory or the
District of Columbia or any agency, department, authority, political
subdivision or other instrumentality thereof, or a final decree, judgment
or order of a court, including temporary restraining orders, or a final
decree, judgment or order of any arbitrator or a court interpreting this
Agreement or any other Contract Document which occurs subsequent to the
date hereof.

2.13 CLAIMS DATABASES means all of the computer databases containing
information pertaining to the administration of claims made under the
SHIP Plans, and any data repository or file subsequently developed to
replace any of the foregoing.

2.14 CODE means the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations from time to time promulgated thereunder.

2.15 COMMENCEMENT DATE means January 1, 1998.

2.16 COMPENSATION PERCENTAGE means a percentage determined pursuant to Section
6.3 hereof.

2.17 CONTRACT DOCUMENTS means this Agreement and the other documents
referenced in Section 1.1 hereof, collectively.

2.18 CPI means with respect to any particular Policy Year, the Consumer Price
Index for Urban Wage Earners and Clerical Workers (CPI-W), All Items
(1982-84 = 100) (All Cities), published by the United States Department
of Labor, Bureau of Labor Statistics, for the month of December preceding
the commencement of that Policy Year. If the name of the index as
described above is changed, or a similar index is substituted by the
United States Government, all references in this Agreement to the CPI
shall be deemed to refer to the renamed or substituted index. If the
publication of the index described above is discontinued and no similar
index is substituted by the United States Government, then the parties
shall substitute a comparable index by agreement.

2.19 CPR MODEL means the CPR Model Mediation Procedure for Business Disputes.

2.20 CPR RULES means the CPR Rules for Nonadministered Arbitration of Business
Disputes.

2.21 DAC TAX means deferred acquisition cost tax, as defined in section 848 of
the Code.

2.22 DATABASES means the Claims Databases and the SHIP Databases,
collectively.

2.23 DEFICIT CARRYFORWARD has the meaning set forth in Section 8.3.1 hereof.

2.24 DEFICIT CARRYFORWARD ACCOUNT means an account to be maintained by United
to track the amount of the net cumulative Deficit Carryforward from time
to time.

2.25 DEVELOPED MARKS has the meaning set forth in Section 7.4.2 hereof.

2.26 DEVELOPED SYSTEMS has the meaning set forth in Section 7.7.2 hereof.

2.27 DISCLOSER has the meaning set forth in Section 7.6.2(a) hereof.

2.28 EVENT OF FORCE MAJEURE has the meaning set forth in Section 14.1.1
hereof.

2.29 EXISTING PROGRAM means the AARP group health insurance program provided
by Prudential as of the date hereof, including without limitation the
health insurance component thereof.

2.30 EXPENSE INCURRED TYPE PLAN means any SHIP Plan which is not an Indemnity
Type Plan. An Expense Incurred Type Plan includes both standard and
nonstandard policies.

2.31 FIXED OVERHEAD COSTS means, exclusively, expenses for real estate leases.

2.32 FUTURE PRODUCTS has the meaning set forth in Section 3.2.4 hereof.

2.33 GHIP means the AARP group health and long-term care insurance plans and
all related benefits and services as provided under this Agreement and
the agreement among AARP, AARP Trust and the vendor for the AARP
long-term care insurance program, excluding the dental and vision
policies.

2.34 GHIP VENDORS means, collectively, the Member Services Vendor, the Sales
and Marketing Vendor and United and its permitted successors and assigns
pursuant to this Agreement as the GHIP health insurance vendor.

2.35 GROSS UP means the amount of Taxes subject to reimbursement pursuant to
Section 6.6.1 hereof multiplied by [[1/(1-United's Tax Rate)]-1].

2.36 GROWTH FACTOR means a percentage determined by dividing the number of
SHIP Insureds for a Policy Year by the number of SHIP Insureds for the
preceding Policy Year less 100 percent. In making the determination of
the number of SHIP Insureds for all affected Policy Years, the reference
shall be to the number of SHIP Insureds at the end of each applicable
Policy Year, and shall only apply to SHIP Insureds with Medicare
supplement coverage hereunder.

2.37 GROWTH INCENTIVE PERCENTAGE means a percentage determined as set forth in
EXHIBIT 3.2.5 hereto.

2.38 INCENTIVE PERCENTAGE means a percentage determined as set forth in
Section 6.3.2 hereof.

2.39 INCURRED CLAIMS means, for a Policy Year, the sum of (i) claims paid by
United under the SHIP Plans, (ii) the Active Life Reserves at the end of
the Policy Year and (iii) the amount of the reserves established by
United to cover claims incurred but not yet paid as of the end of such
Policy Year (including claims incurred but not yet reported, claims in
course of settlement and claims incurred under extension of benefit
provisions); less the amount of the corresponding reserves established at
the beginning of such Policy Year.

2.40 INCURRED PREMIUM REFUNDS means, for a Policy Year, the individual member
refunds of SHIP Net Premium paid during the Policy Year, whether provided
pursuant to legal requirements or otherwise, plus the amount of reserves
established for such payments as of the end of such Policy Year less the
amount of the corresponding reserves established at the beginning of such
Policy Year; provided, however, that such Incurred Premium Refunds relate
only to SHIP Net Premiums earned by United.

2.41 INCURRED TAX ITEMS means, with respect to a Policy Year, the costs
incurred by United with respect to the SHIP for (i) state and local
premium and franchise taxes, (ii) retaliatory taxes, (iii) insurance
department expense assessments (iv) guaranty fund assessments and (v)
state and health pool assessments.

2.42 INDEMNITY TYPE PLAN means any SHIP Plan which solely provides benefits in
a fixed amount for the occurrence of the covered event.

2.43 INVESTMENT INCOME CREDIT has the meaning set forth in Section 6.4
hereof.

2.44 INVESTMENT INCOME CREDIT RATE has the meaning set forth in Section 6.4.4
hereof.

2.45 LOSS ADJUSTMENT EXPENSE RESERVE means the reserves established to cover
the costs of processing claims incurred but not yet paid.

2.46 LOSS RATIO for a Policy Year means the quotient obtained by dividing the
Incurred Claims by the Member Contributions for that Policy Year.

2.47 MANAGING REPRESENTATIVE has the meaning set forth in Section 9.6.2
hereof.

2.48 MEMBER CONTRIBUTIONS for a Policy Year means the sum of the monthly
amounts earned for that Policy Year in respect of the SHIP from each SHIP
Insured during that Policy Year.

2.49 MEMBER SERVICES AGREEMENT means that certain AARP GHIP Management
Agreement, to be entered into among AARP, AARP Trust and the Member
Services Vendor pertaining to member services for the GHIP.

2.50 MEMBER SERVICES VENDOR means Hartford Fire Insurance Company, and its
permitted successors and assigns from time to time as the provider of
member services for the GHIP, as more fully described in Section 9.2
hereof.

2.51 OPERATING EXPENSES means, for any Policy Year, the sum of (i) the
Administrative Service Fee for such Policy Year, and (ii) the Pass-
Through Expenses for such Policy Year.

2.52 OPERATING PLAN means the operating plan pertaining to the delivery of the
Services and the SHIP to be developed by United as more fully set forth
in Section 3.2.6 hereof.

2.53 OPERATIONAL ISSUE has the meaning set forth in Section 9.6.3 hereof.

2.54 PASS-THROUGH EXPENSES means all reasonably incurred and documented costs
incurred by United from and after the Commencement Date for the following
items:

(i) postage costs;

(ii) Medicare carrier crossover fees;

(iii) product development costs approved by AARP;

(iv) costs relating to the elimination of leases and empty space
resulting from re-engineering following transfer of the SHIP from
Prudential to United;

(v) employee severance costs arising from implementation of the new
business model (but excluding any costs subject to United's
indemnification obligation pursuant to Section 13.1(iv) hereof);

(vi) costs of relocating systems from the Prudential data center, or
otherwise relating to disconnecting from Prudential systems, in
connection with the transfer of the SHIP from Prudential to
United, which costs are not paid by the Member Services Vendor;

(vii) costs of year 2000 changes to the SHIP systems, which costs are
not paid by Prudential or the Member Services Vendor;

(viii) costs of changes to SHIP systems required by the new business
model;

(ix) costs relating to any claims backlog issues existing as of the
Commencement Date or arising within 15 days thereafter;

(x) payments to Prudential pursuant to Section 3.1.8(d) hereof;
and

(xi) other costs approved by AARP.

The foregoing costs will be determined based on any agreed upon accrual
accounting principles consistently applied, subject to the following:

(A) time of individuals will be charged at PER DIEM rates equal to their
respective PER DIEM salaries; provided that the applicable rates will
include a load of 75 percent for systems personnel and of 55 percent for
all other personnel to cover other directly related costs (such load
factors to be adjusted to the extent that the underlying expenses already
are being recovered as Operating Expenses);

(B) travel expenses will be charged as reasonably incurred and documented;
and

(C) equipment expenses will be charged as reasonably incurred and documented;
provided, however, that no such expense for a single item of equipment in
excess of $100,000 may be charged without the prior approval of AARP,
which approval will not be unreasonably withheld.

Pass-Through Expenses shall not include expenses relating to the
following, which shall be solely for the account of United: (x) fees and
expenses of in-house and outside legal counsel; and (y) fees and expenses
of consultants; except in each case as approved in advance by AARP.

2.55 PERFORMANCE EXPERIENCE means the difference (whether positive or
negative) between the Loss Ratio and the Target Loss Ratio.

2.56 POLICY YEAR means January 1 through December 31 inclusive.

2.57 PROCEDURES means the systems, schedules and procedures established by
United pursuant to Section 3.1.2 hereof required to be followed by United
in the performance of the Services and the provision of the SHIP.

2.58 PROGRAM AGREEMENT has the meaning set forth in Section 9.6.1 hereof.

2.59 PROGRAM ISSUE has the meaning set forth in Section 9.6.3 hereof.

2.60 PROJECTED MEMBERSHIP has the meaning set forth in Section 3.3.1 hereof.

2.61 PROPRIETARY INFORMATION has the meaning set forth in Section 7.6.1
hereof.

2.62 PROPRIETARY SYSTEMS has the meaning set forth in Section 7.7.1 hereof.

2.63 PRUDENTIAL means The Prudential Insurance Company of America.

2.64 PRUDENTIAL AGREEMENT means that certain Extended and Restated Agreement
among AARP, AARP Trust and Prudential dated as of January 1, 1992, as
amended.

2.65 PRUDENTIAL'S AARP OPERATIONS means the AARP operations of Prudential
headquartered in Ft. Washington, Pennsylvania and conducted at certain
other locations throughout the country, as more fully defined in Section
7 of the Prudential Agreement.

2.66 RECIPIENT has the meaning set forth in Section 7.6.2(a) hereof.

2.67 REINSURANCE AGREEMENT has the meaning set forth in Section 3.1.7(a)
hereof.

2.68 RECORDS means data stored in any form whatsoever, including, but not
limited to, hard copies, computer tapes and disk drives, CD-ROM or other
physical or electronic media.

2.69 RELATED PLAN means any policy that Prudential was required to issue to
any person who was not an AARP member either (i) pursuant to the
insurance laws or regulations of any state in order for Prudential to
make the SHIP available in that state or (ii) which AARP and Prudential
otherwise agreed to include, in whole or in part, in the experience
rating for the SHIP.

2.70 REPRESENTATIVES has the meaning set forth in Section 9.5.2 hereof.

2.71 RESOLUTION PROCEDURE has the meaning set forth in Section 11.1 hereof.

2.72 RETENTION means, for any Policy Year, the sum of the following items:
(***)

2.73 RSF has the meaning set forth in Section 8.2 hereof.

2.74 RSF BALANCE means the amount held under the RSF from time to time.

2.75 RSF BALANCE PERCENTAGE for any Policy Year means the RSF Balance at the
end of such Policy Year, divided by the amount of Member Contributions
for that Policy Year.

2.76 SALES AND MARKETING AGREEMENT means that certain Sales and Marketing
Agreement to be entered into among AARP, AARP Trust and the Sales and
Marketing Vendor pertaining to sales and marketing services for the GHIP.

2.77 SALES AND MARKETING VENDOR means Seabury & Xxxxx, Inc. and its permitted
successors and assigns from time to time as the provider of the sales and
marketing services for the GHIP, as more fully described in Section 9.3
hereof.

2.78 SERVICE ENHANCEMENT means a change in the services provided hereunder
which has the impact of decreasing the Incurred Claims under the SHIP
Plans.

2.79 SERVICES means the services to be performed by United pursuant to and in
accordance with Article 3 hereof.

2.80 SHIP means the SHIP Plans and the related Services that United is
obligated to provide hereunder, but excluding (i) any dental or vision
insurance coverages and (ii) any Related Plan, except as otherwise
agreed.

2.81 SHIP DATABASES means all computer databases to the extent they contain
information pertaining to the SHIP and SHIP Plans other than as to the
administration of claims thereunder, and any data repository or file
subsequently developed to replace any of the foregoing.

*** Denotes confidential information that has been omitted from the exhibit
and filed separately accompanied by a confidential treatment request with
the Securities and Exchange Commission (the "SEC") pursuant to Rule 24b-2
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

2.82 SHIP EMPLOYEES has the meaning set forth in Section 3.1.3(b) hereof.

2.83 SHIP GROSS PREMIUMS for a Policy Year means the amount of Member
Contributions minus the AARP allowance determined under Section 6.1
hereof for such Policy Year.

2.84 SHIP INSURED means an individual who is a insured under any SHIP Plan.

2.85 SHIP NET PREMIUMS for a Policy Year means the amount of Member
Contributions minus the sum of Vendor Operating Expenses, Vendor
Pass-Through Expenses and the AARP allowance determined under Section 6.1
hereof for such Policy Year.

2.86 SHIP PLAN means any health insurance plan underwritten by United pursuant
to this Agreement, including without limitation any such plan described
by any master group insurance policy issued to AARP Trust by United (or
its affiliates) and insured or reinsured by United (or its affiliates) at
any time during the term of this Agreement.

2.87 SHIP PORTFOLIO has the meaning set forth in Section 6.4.1 hereof.

2.88 SHIP PRODUCTS means the SHIP Plans and the Future Products, collectively.

2.89 START-UP COSTS means all reasonably incurred and documented costs
incurred by United during the period from September 9, 1996 until the
Commencement Date, in connection with the provision of the Services for
time, travel and equipment purchases (subject to the limitations set
forth below). Such costs will be determined based on agreed upon accrual
accounting principles consistently applied, subject to the following:

(i) the individuals whose time may be charged as Start-Up Costs are
identified on EXHIBIT 2.89 hereto (which EXHIBIT 2.89 may be
amended from time to time by United to include additional
personnel);

(ii) time of individuals will be charged at PER DIEM rates equal to
their respective PER DIEM salaries; provided that the applicable
hourly rates will include a load of 75 percent for systems
personnel and of 55 percent for all other personnel to cover
other directly related costs (such load factors to be adjusted to
the extent that the underlying expenses already are being
recovered as Operating Expenses);

(iii) travel expenses will be charged as reasonably incurred and
documented; and

(iv) equipment expenses will be charged as reasonably incurred and
documented, provided, however, that no such expense for a single
item of equipment in

excess of $100,000 may be charged without the prior approval of
AARP, which approval shall not be unreasonably withheld.

Start-Up Costs shall not include expenses relating to the following,
which shall be solely for the account of United: (A) fees and expenses of
in- house legal counsel; (B) fees and expenses of outside legal counsel
except for services related to regulatory filings pertaining to the
transfer of the SHIP to United or as approved in advance by AARP; and (C)
fees and expenses of consultants not approved in advance by AARP.

2.90 TARGET AARP ALLOWANCE has the meaning set forth in Section 3.3.1 hereof.

2.91 TARGET INCURRED CLAIMS has the meaning set forth in Section 3.3.3(b)
hereof.

2.92 TARGET LOSS RATIO means the quotient obtained by dividing the Target
Incurred Claims by the Target Member Contributions for a Policy Year.

2.93 TARGET MEMBER CONTRIBUTIONS means the amount needed to fund the Target
AARP Allowance, Target Retention, Target Incurred Claims, Target Premium
Refunds and Target RSF Funding, and recognizing Projected Membership.

2.94 TARGET PREMIUM REFUNDS has the meaning set forth in Section 3.3.4 hereof.

2.95 TARGET RETENTION has the meaning set forth in Section 3.3.6(b) hereof.

2.96 TARGET RSF FUNDING has the meaning set forth in Section 3.3.5 hereof.

2.97 TAX BASE has the meaning set forth in Section 3.6.2 hereof.

2.98 TAX BENEFIT has the meaning set forth in Section 3.6.3 hereof.

2.99 TAX REIMBURSEMENT has the meaning set forth in Section 3.6.2 hereof.

2.100 TAX RETURN means any return, report, information return or other document
filed or required to be filed or supplied as part of any such filing to
any authority with respect to Taxes.

2.101 TAX TIMING EXPENSES has the meaning set forth in Section 6.5 hereof.

2.102 TAXES means all taxes, duties, charges, fees, levies or other
assessments, however denominated, including any interest or additions,
but excluding any fines or penalties, attributable thereto, imposed by
any foreign or United States federal, state or local taxing authority,
including but not limited to, income, payroll, withholding, unemployment

insurance, social security, sales, use, excise, franchise, premium, gross
receipts, occupation, real and personal property, stamp, transfer, ad
valorem, workers' compensation, profits, license, employment, estimated,
severance and other taxes, duties, fees, assessments or charges of any
kind whatever in respect of the SHIP.

2.103 TERMINATION COSTS means all reasonably incurred and documented costs
incurred by United during the period from the date upon which it is
notified that this Agreement will not be renewed or that it has been
terminated until the date upon which United has performed all of its
obligations pursuant to Article 10 hereof, for the following items:

(i) costs of termination related services for time and travel;

(ii) employee severance costs (subject to the limitations of Section
10.4.6 hereof);

(iii) costs of unexpired leases (but only in the event of an
unscheduled termination);

(iv) capital losses, if any, realized on liquidation of the SHIP
Portfolio (but only in the event of an unscheduled termination);

(v) Tax costs pertaining to the period prior to the date of
termination which would otherwise be subject to reimbursement
hereunder but for the termination; and

(vi) write-off of undepreciated assets or unamortized costs.

The foregoing costs will be determined based on agreed upon accrual
accounting principles consistently applied, subject to the following:

(A) time of individuals will be charged at PER DIEM rates equal to
their respective PER DIEM salaries; provided that the applicable
hourly rates will include a load of 75 percent for systems
personnel and 55 percent for all other personnel to cover other
directly related costs (such load factors to be adjusted to the
extent that the underlying expenses already are being recovered
as Operating Expenses); and

(B) travel expenses will be charged as reasonably incurred and
documented.

Termination Costs shall not include expenses relating to the following,
which shall be solely for the account of United: (x) fees and expenses of
in-house and outside legal counsel; and (y) fees and expenses of
consultants not approved in advance by AARP.

2.104 TRANSFER AGREEMENT means a certain Transfer Agreement that may be entered
into among Prudential and the several GHIP Vendors providing for the
early transfer of the GHIP from Prudential to the GHIP Vendors.

2.105 TRANSFERRED ASSETS means all assets, tangible or intangible, transferred
by Prudential to United which had been utilized in the performance of
Prudential's AARP Operations, including, but not limited to, Transferred
Equipment transferred pursuant to Section 4.3 hereof, Databases and
systems described in Section 4.4 hereof, workforce in place described in
Section 4.5 hereof, state and local licenses, and leases.

2.106 TRANSFERRED ASSETS GROSS UP means, in connection with the computation of
the Tax Reimbursement provided in Section 3.6.2 hereof, the amount of
Taxes that would be due on the Tax Base described in Section 3.6.2
hereof, calculated as follows:

Gross Up = [[(1/(1 Tax Rate))(Tax Base)]-(Tax Base)].

For this purpose, "Tax Rate" means the highest rate of income tax
applicable from federal, state and local taxing authorities on the income
recognized by United from the acquisition of the Transferred Assets.

2.107 TRANSFERRED EQUIPMENT means all furniture, fixtures and equipment
transferred to United by Prudential as contemplated by Section 4.3
hereof.

2.108 TRANSFERRED EMPLOYEES has the meaning set forth in Section 3.1.3(b)
hereof.

2.109 TRUE-UP INTEREST RATE means the yield on one-year Treasury securities at
constant maturity, as published in Federal Reserve Statistical Release
H.15 (or any successor publication), for the month in which this
Agreement is terminated, plus twenty-five hundredths of one percent. The
rate so defined is a semiannually compounded rate that will be converted
to an effective annual rate for the purpose of any calculation.

2.110 UNITED has the meaning set forth in the first paragraph hereof.

2.111 UNITED'S AARP OPERATIONS means the AARP operations of United, as more
fully described herein.

2.112 UNITED'S MARKS has the meaning set forth in Section 7.4.1 hereof.

2.113 UNITED'S REPRESENTATIVE means the person designated by United from time
to time in accordance with Section 3.1.1 hereof.

2.114 UNITED'S TAX RATE has the meaning set forth in Section 6.5 hereof.

2.115 VENDOR OPERATING EXPENSES for a Policy Year means the total of the
operating expenses incurred by the Member Services Vendor, the Sales and
Marketing Vendor and other vendors approved by AARP Trust pursuant to the
annual budgeting process for the SHIP for that Policy Year (including
amortization of such GHIP Vendors' respective start-up costs).

2.116 VENDOR PASS-THROUGH EXPENSES means, for any Policy Year, the total of the
operating expenses incurred by the Member Services Vendor, the Sales and
Marketing Vendor and other vendors approved by AARP Trust outside the
annual budgeting process for the SHIP and chargeable to the SHIP for that
Policy Year (subject to the limitations set forth in Section 9.7 hereof).

ARTICLE 3
RESPONSIBILITIES OF UNITED

3.1 SERVICES PRIOR TO THE COMMENCEMENT DATE. Prior to the Commencement Date,
United shall provide the following services (collectively with the
services described in this Article 3, the "Services"):

3.1.1 DESIGNATION OF UNITED'S REPRESENTATIVE. Simultaneous with the
execution hereof, United shall appoint an individual ("United's
Representative") who shall have authority to act on its behalf
under this Agreement, except that such representative shall have
no authority to amend this Agreement. United promptly shall
notify AARP and AARP Trust of such appointment. The appointment
of United's Representative, and any successor thereto, shall be
subject to AARP's approval, which shall not be unreasonably
withheld. The direct operational management of the Services
shall be the responsibility of United's Representative.
United's Representative will represent United to AARP and AARP
Trust with respect to all operational matters. United may, upon
30 days' (or such lesser period as may be reasonable under the
circumstances) prior written notice to AARP, change United's
Representative. If requested by AARP for good cause, United
shall change United's Representative as soon as practicable. All
communications, notices and instructions given in writing to
United's Representative shall have the same effect as if given to
United hereunder, except where expressly indicated otherwise
herein. United's Representative will be charged with: (i)
ensuring performance of the Services in accordance with annually
established service and quality objectives; (ii) maintaining
liaison with AARP; and (iii) attending such periodic meetings of
AARP Trust to which he or she may be invited, at which meetings
he or she will to report on material developments affecting the
status of the SHIP.

3.1.2 PROCEDURES. As outlined in the Exhibits hereto, United has
delivered to AARP information setting forth in reasonable detail
the procedures and schedules United will follow in performing the
Services and providing the SHIP hereunder (together with the
procedures contained in the Exhibits hereto, the "Procedures").
Such Procedures are (i) in material compliance with all
Applicable Laws; (ii) in accordance with the Contract Documents;
and (iii) consistent with those requirements relating to
accounting, reporting and other administrative matters as may be
reasonably requested by AARP. United shall prepare and deliver
to AARP from time to time any proposed amendment or modification
to the Procedures that United reasonably may deem necessary,
advisable or desirable in the performance of the Services and
provision of the SHIP. AARP shall notify United within 30 days
of receipt of any Procedures, or amendments or modifications
thereto, if it objects to any such Procedures, or amendments, or
modifications thereto, which notice shall describe in appropriate
detail the reasons for such objection. AARP may from time to time
request United to, and United shall, either (a) amend or modify
the Procedures as reasonably requested by AARP, or (b) use it
best efforts to resolve AARP's objections to the amendments or
modifications to the Procedures reasonably proposed by United.

3.1.3 DEDICATED STAFF.

(a) From and after the date hereof, United shall make available
the personnel identified in EXHIBIT 3.1.3(a) hereto to
manage as appropriate the Services and the SHIP, and shall
undertake commercially reasonable efforts to ensure that
such persons remain available to manage as appropriate the
Services and the SHIP until at least June 30, 1998.

(b) As required by Section 10.2(a)(i) of the Prudential
Agreement, United shall offer to employ all of the persons
who are serving in positions principally related to the
Services to be provided by United hereunder and (i) who are
actively employed by Prudential immediately prior to the
Commencement Date, with such employment to commence no
later than the Commencement Date, (ii) who are on an
approved leave of absence from the SHIP-related activities
of Prudential's AARP Operations on the Commencement Date
and who are prepared to return to work within 12 weeks
after the date of the commencement of the leave of absence,
with such employment to commence promptly following any
such person's return from such a leave of absence, or (iii)
who United is required to offer to employ under Applicable
Law, with such employment to commence when and as required
by Applicable Law. United shall not be required to offer
employment to any employee or former employee of

Prudential except as provided in this Section 3.1.3(b).
The persons who are offered and who accept said employment
are referred to collectively herein as the "SHIP
Employees."

(c) United shall offer employment, salary and benefits to the
persons identified in paragraph (b) above that, taken as a
whole, are substantially similar to the employment, salary
and benefits provided by Prudential to such persons when
such offer of employment is made. United shall credit each
SHIP Employee with prior years of service at Prudential for
purposes of eligibility and vesting in any of the qualified
employee retirement and welfare plans offered by United.

(d) United shall permit any SHIP Employee who is entitled to
receive a distribution of a vested account balance in
Prudential's defined contribution plan to make a direct
rollover of the distribution to a qualified plan sponsored
by United. United shall permit any SHIP Employee who
receives a distribution from the Prudential defined benefit
pension plan to make a direct rollover of the distribution
to a qualified plan approved by United.

(e) The SHIP Employees shall be employees at will of United,
and nothing herein shall be construed to create any
employment agreement or right to continue as employees of
United. As of the Commencement Date, the SHIP Employees
will be covered by and subject to the employment policies
and procedures of United. If United terminates or lays off
any SHIP Employee on or after the Commencement Date, United
shall be responsible for compliance with all Applicable
Laws pertaining thereto, including all federal, state and
local labor and employment laws.

(f) United shall hire or otherwise make available all
administrative and other personnel in addition to the
personnel referred to in the preceding subsections (a) and
(b) above which, in United's reasonable judgment, are
necessary for the orderly and efficient performance of the
Services from and after the date hereof in accordance with
all standards set forth in the Contract Documents.

(g) All personnel assigned to United's AARP Operations who are
to interact on a regular basis with AARP and/or its members
shall undergo a training period (unless they previously
shall have been so trained) at United's expense to
familiarize them with the special needs of AARP members and
the manner in which to communicate with older persons.

3.1.4 ACCEPTANCE AND ENHANCEMENT OF SYSTEMS AND DATABASES, ETC. United
shall accept the Databases and all related applications systems
software to be transferred to it by Prudential as contemplated by
Section 4.4 hereof. In addition, United, in concert with the
Member Services Vendor, shall make any changes and enhancements
to the foregoing as may be necessary for the orderly and
efficient provision of the SHIP and the Services beginning on the
Commencement Date.

3.1.5 ACCEPTANCE TESTING. United, in concert with the other GHIP
Vendors, shall perform tests of the Databases and related
applications systems software as described in EXHIBIT 3.1.5
hereto to ensure that the performance and other testing criteria
set forth therein are satisfied prior to the Commencement Date.

3.1.6 EQUIPMENT AND SUPPLIES. United shall accept the Transferred
Equipment from Prudential (by sale or other means) as
contemplated by Section 4.3 hereof. In addition, throughout the
term hereof, United shall procure and maintain all materials,
supplies, equipment and consumables which are reasonably
necessary or advisable for the performance of the Services in
accordance with this Agreement. In the event that the equipment
transfer contemplated by Section 4.3 hereof is not completed
prior to the Commencement Date, United shall procure materials,
supplies, equipment and consumables as set forth above, for which
it shall be reimbursed as Start-Up Costs or through a charge made
in the retrospective experience rating for the SHIP as described
in Section 8.3 hereof.

3.1.7 PRUDENTIAL AGREEMENTS.

(a) United shall undertake commercially reasonable efforts to
enter into an agreement or agreements with Prudential
(collectively the "Reinsurance Agreement") whereby United
shall assume liability for all SHIP Plans as of the
Commencement Date. United shall not be obligated, directly
or through reinsurance, for any person covered under the
Existing Program who rejects, or is deemed to have rejected
pursuant to Applicable Law, coverage as a SHIP Insured.

(b) United shall undertake commercially reasonable efforts to
enter into such other agreements and arrangements with
Prudential as may be necessary and appropriate to
effectuate the orderly transfer of the Services and the
SHIP from Prudential to United, including without
limitation the Transfer Agreement.

(c) Notwithstanding any other provision hereof to the contrary,
the failure of United fully and timely to perform any of
its obligations hereunder as a result of the failure or
refusal of Prudential fully and timely to cooperate in the
transfer of the SHIP to United as contemplated hereby shall
not give rise to a breach by United of its obligations
hereunder and shall not entitle AARP or AARP Trust to
receive any damages from United hereunder or expose United
to any financial penalty hereunder (including any penalty
set forth in Section 6.2.5 hereof). Notwithstanding
Prudential's failure or refusal to cooperate in the
transfer of the SHIP to United as contemplated hereunder,
United shall be required, after reasonable consultation
with AARP and after reaching agreement with AARP on
appropriate compensation therefor, to undertake any
commercially reasonable action that might enable it to
perform the Services and provide the SHIP as contemplated
hereunder.

3.1.8 TRANSFER OF EXISTING BUSINESS.

(a) In the event that the SHIP business is transferred from
Prudential to United prior to the Commencement Date,
United, subject to the terms of the Transfer Agreement,
shall maintain the premium rates then in effect for the
remainder of the applicable premium rate guarantee periods;
provided, however, that United may pursue regulatory
approval of any rate authorized by AARP Trust.

(b) United shall develop rates effective for Policy Year 1998
and obtain rate approval from AARP Trust and appropriate
state regulatory authorities in accordance with the
procedures set forth in Section 3.3 hereof.

(c) As soon after the date hereof as reasonably practicable,
and in any event not later than March 31, 1997, United
shall prepare and file in the District of Columbia and in
all other jurisdictions where required by Applicable Laws
for the continuance of the SHIP Plans (i) certificates
and/or policies for all pre-standard Expense Incurred Type
Plan policies maintained by Prudential pursuant to the
existing SHIP and (ii) certificates and/or new policies on
terms substantially identical to (A) all standard Expense
Incurred Type Plan certificates and (B) all Indemnity Type
Plan policies maintained by Prudential pursuant to the
existing SHIP; provided, however, that United shall not
file any such policies in any jurisdiction other than the
District of Columbia, Connecticut, Florida and New York
without the prior approval of AARP, which shall not be
unreasonably withheld. The benefits and rates (if any)
contained in all such filings shall be subject to the prior
approval of AARP Trust.

(d) United hereby assumes and agrees to pay Prudential when and
as due (***) in respect of the health insurance component of
the Existing Program; provided, however, that (i) United
shall not pay or be obligated to pay any amount to
Prudential by reason of this Section 3.1.8(d) unless and
until such time as AARP notifies United that Prudential has
cooperated fully in the smooth transfer of the GHIP to the
successor carriers pursuant to the Prudential Agreement,
(ii) any such payments by United shall be included in
Retention for the Policy Year in which made, and (iii) if
this Agreement is terminated when all such payments required
to be made by United under this clause (d) have not been
made, United shall have no further obligations in respect
thereof.

3.2 SERVICES AFTER THE COMMENCEMENT DATE. From and after the Commencement
Date, United shall provide the following Services:

3.2.1 COMPLETION AND CONTINUATION OF INITIAL SERVICES. United shall
promptly perform all Services required to be performed under
Section 3.1 hereof which are not fully performed as of the
Commencement Date, and shall continue to perform those Services
set forth in Section 3.1 hereof which are to continue after the
Commencement Date, including but not limited to the hiring of
employees.

3.2.2 UNDERWRITING OF SHIP. United shall serve as the underwriter of
the SHIP Plans as such SHIP Plans may be modified from time to
time in accordance with this Agreement. In furtherance and not
in limitation of the foregoing, United shall be responsible for
the following functions:

(a) United shall be responsible for policy underwriting,
actuarial review and analysis, trend analysis, pricing and
reserving for all SHIP Plans.

(b) United shall be responsible for claims review, adjudication
(including confirmation of eligibility and other applicable
limits), appeals, payment, review to minimize fraud and
abuse and utilization review for all SHIP Plans.

(c) United shall continue on a regular and timely basis to
prepare and timely file with all regulatory agencies with
which it shall be necessary so to do, such group health
insurance policies, certificates, forms, advertising
materials and other materials to be used in connection
therewith as shall be necessary to provide, without
interruption of coverage or benefit, entitlement of insured
members to the SHIP Plans (provided, that United shall not
file any policies in any jurisdiction other than the
District of

*** Denotes confidential information that has been omitted from the exhibit
and filed separately accompanied by a confidential treatment request with
the SEC pursuant to Rule 24b-2 of the Exchange Act.

Columbia, Connecticut, Florida and New York without the
prior approval of AARP, which approval shall not be
unreasonably withheld).

(d) United shall, as long as the appropriate premiums are
paid therefor, do all things reasonably necessary to keep
the SHIP Plans, as they may be modified from time to
time, in full force and effect and in compliance with all
pertinent statutes and regulations, state and federal.
Without limiting the generality of the foregoing, United
shall make or cause to be made any filings required by
Applicable Law, attend any hearings or conferences
necessary to providing and servicing the SHIP Plans and
respond to any written or oral communications regarding
the SHIP, whether such communications are directed to
AARP, AARP Trust or United, and shall provide prompt
notice to AARP of the foregoing; provided that AARP and
AARP Trust shall notify United promptly in writing of any
such hearings, conferences or communications of which they
become aware.

(e) United shall delete from the SHIP any SHIP Plan or other
Service which is no longer warranted in view of changes
in Applicable laws or which AARP advises United is no
longer necessary or appropriate to service the continuing
social welfare needs of the AARP members as they relate to
group health insurance.

3.2.3 PRODUCT DEVELOPMENT.

(a) To enhance the value of the SHIP to AARP members, United,
in consultation with AARP and AARP Trust, shall use its
best efforts to offer group health insurance products
that, together with the other value-added features,
differentiate the SHIP from insurance programs offered by
other vendors. United shall use its best efforts to
offer products having a competitive benefit and cost
structure, determined on a basis that includes due
consideration of the method of distribution and product
design. The design and development of the SHIP by United
shall take into account the social welfare needs of AARP
members and of older persons generally.

(b) United and AARP shall to continue to improve benefits and
maintain premiums at competitive levels under the
existing SHIP, to continue to modify the SHIP with a view
towards providing for AARP members the best program of
group health insurance available to older persons
including for AARP members who do not yet have or are not
eligible for Medicare, to supplement the coverage
available to them under Medicare,

to broaden the insurance options available to them and to
make available coverage where none may otherwise be
generally available or may be unaffordable because of age
or health status. Accordingly, United periodically will
review and recommend to AARP Trust such modifications,
changes and revisions in, of and to the SHIP as United
shall deem to be in the best social welfare interests of
AARP members. The terms and conditions associated with
United's offering of any Service Enhancements shall be
documented in appropriate amendments or exhibits to this
Agreement.

(c) United will annually review the benefits and premiums for
existing and proposed SHIP products and services and
prepare recommendations to AARP Trust. In conjunction
with AARP, United shall engage in new AARP product
development focused on meeting members' changing social
welfare needs as they relate to group health insurance
and providing increased access, in a financially prudent
manner, to SHIP Products. All changes or enhancements to
services, plans or products are subject to prior approval
by AARP and AARP Trust. AARP and AARP Trust will
reasonably cooperate with United in the development,
pricing and testing of such proposed new products and
Services.

3.2.4 FUTURE PRODUCTS.

(a) From and after the Commencement Date (or the date hereof
if agreed to by the parties), United, in consultation
with AARP, shall undertake the product development
activities described in Section 3.2.3 hereof with respect
to the additional products and services listed in EXHIBIT
3.2.4 hereto (collectively, the "Future Products").

(b) The terms and conditions associated with United's
offering of any new or Future Products, including but not
limited to the terms relating to the services to be
provided, implementation, performance standards, timing
and compensation, will be documented in amendments or
exhibits to this Agreement.

3.2.5 SERVICE STANDARDS. United, in conjunction with AARP, AARP
Trust and the other GHIP Vendors, and subject to the approval
of AARP and AARP Trust, annually shall establish service and
quality standards for specific administrative functions such as
determining eligibility where underwriting is applicable, claim
processing, handling telephone calls transferred from the
Member Services Vendor, complaints, requests for information
and general correspondence. United shall undertake
commercially reasonable efforts to attain the agreed upon

service and quality standards and will report the results to
AARP and AARP Trust pursuant to Section 3.2.8 hereof. The
initial service and quality standards are set forth in EXHIBIT
3.2.5 hereto.

3.2.6 OPERATING PLAN. United shall prepare and update annually a
comprehensive Operating Plan which shall include planning and
budgetary projections for the coming Policy Year and for the
succeeding five Policy Years (or for the subsequent term of
this Agreement, if shorter). The Operating Plan shall be
prepared after consultation with the Member Services Vendor and
the Sales and Marketing Vendor and shall give due consideration
to their recommendations, and shall be subject to the approval
of AARP and AARP Trust. To enable evaluation of cost
effectiveness and other criteria as reasonably specified from
time to time by AARP, the Operating Plan and budget at a
minimum shall set forth United's: (i) service and quality
objectives; (ii) staffing goals; (iii) projection of the
anticipated participation in the SHIP by the AARP membership
and the expected transactions of the SHIP participants for the
coming year; (iv) for transaction driven services the fee per
transaction and the expected total fees; (v) response to
regulatory and governmental developments and other external
environmental matters which are material to the SHIP; (vi)
relevant developments in United's own corporate environment
appropriate for disclosure which are material to the SHIP;
(vii) description of how the SHIP is addressing the social
welfare needs of the AARP members; and (viii) issues or
concerns regarding the actuarial sustainability of the SHIP.
The Operating Plan also shall track the results of the
implementation of the Operating Plans for preceding Policy
Years and provide an analysis of the Operating Plan compared to
actual performance.

3.2.7 FINANCIAL BOOKS AND RECORDS.

(a) In addition to the other record keeping requirements set
forth in the Contract Documents, United, the Member
Services Vendor, and the Sales and Marketing Vendor as
appropriate, shall prepare and maintain, on a current
basis, in accordance with accrual accounting principles
consistently applied, accurate and complete financial
books and records and accounts of all transactions
related to the Services and the SHIP including such
information as may be necessary to verify calculations
made pursuant to the Contract Documents, the Member
Services Agreement and the Sales and Marketing Agreement.
United shall maintain accurate cost ledgers and
accounting records regarding the Services and the SHIP,
in accordance with accrual accounting principles
consistently applied. United shall establish and
maintain an information system to provide storage and
ready retrieval of operating data pertaining to the
Services and the SHIP,

including such information necessary to verify
calculations, if any, made pursuant to this Agreement and
the Associated Agreements. United shall furnish to AARP
and AARP Trust, on an annual basis, an audit report as to
the financial books and records maintained by United
hereunder.

(b) United shall prepare and maintain, on a current basis,
adequate documentation of all applications and operating
systems and programs with respect to the SHIP Databases
and the provision of the Services and the SHIP by United
hereunder.

3.2.8 REPORTS.

(a) All reports to be prepared by United pursuant to this
Agreement shall be prepared in accordance with the
reporting requirements set forth in EXHIBIT 3.2.8(a)
hereto.

(b) United will provide to AARP the management and other
reports reasonably requested by AARP from time to time.

(c) United shall provide the Member Services Vendor with not
less than monthly updates with respect to all SHIP
Products and pricing specifications therefor in
electronic form as requested by the Member Services
Vendor.

(d) United will render such other reports as AARP shall
reasonably request from time to time.

(e) All reports provided by United to AARP or AARP Trust
relating to the experience rating of the SHIP Plans or
the RSF shall be on a consolidated basis.

3.2.9 AUDITS AND INSPECTION.

(a) Subject only to the limitations of Section 3.2.9(b)
hereof, during normal business hours and upon reasonable
notice, United shall permit AARP, AARP Trust and their
respective authorized representatives to inspect and
audit all records reasonably related to the operation of
the GHIP in the possession of United as they from time to
time may reasonably request. Such access shall be
reasonable in scope, frequency and duration and, to the
extent commercially reasonable, shall be via electronic
data transfer.

(b) Neither AARP nor AARP Trust shall have access to AARP
members' claim files (other than paid claim data) or
medical information unless the express written consent of
the AARP member has been secured, or such access is
necessary to comply with Applicable Law.

3.3 MEMBER CONTRIBUTION RATE ADJUSTMENTS.

3.3.1 PROJECTED MEMBERSHIP; TARGET AARP ALLOWANCE.

(a) On or prior to March 31 of each year, United, in
consultation with the Member Services Vendor and the
Sales and Marketing Vendor, will advise AARP Trust as to
its preliminary projection for the enrolled SHIP
population for the coming Policy Year.

(b) On or prior to July 15 of each Year, United in
consultation with the Member Services Vendor and the
Sales and Marketing Vendor, will advise AARP Trust as to
its final projection for the enrolled SHIP population for
the coming year, and as to its final projection of the
amount of the allowance to be payable to AARP pursuant to
Section 6.1 hereof for the coming year.

(c) On or prior to August 15 of each year, AARP Trust will
advise United whether it approves of its projection for
the enrolled SHIP population and AARP allowance pursuant
to Section 6.1 hereof for the coming Policy Year. The
projected SHIP enrollment approved by AARP Trust pursuant
to this Section 3.3.1 is herein referred to as the
"Projected Membership," and the projected AARP allowance
approved by AARP Trust pursuant to this Section 3.3.1 is
herein referred to as the "Target AARP Allowance."

3.3.2 TARGET OPERATING EXPENSES.

(a) On or prior to March 31 of each year, (i) pursuant to the
Associated Agreements the Member Services Vendor and
Sales and Marketing Vendor each will submit to AARP Trust
and United preliminary estimates as to their respective
Vendor Operating Expenses for the coming Policy Year, and
(ii) United then shall submit to AARP Trust its
preliminary estimates as to its Operating Expenses for
the coming Policy Year.

(b) Following the submission of the pricing estimates
pursuant to subsection (a), United shall negotiate in
good faith with the other GHIP Vendors making such
submissions with a view to resolving any differences as
to

such pricing estimates and giving due consideration to
the social welfare needs to the AARP membership.

(c) On or prior to June 1 of each Policy Year, (i) pursuant
to the Associated Agreements the Member Services Vendor
and Sales and Marketing Vendor each will submit to AARP
Trust and United their final estimates as to their
respective Vendor Operating Expenses for the coming
Policy Year, and (ii) United shall submit to AARP Trust
its final estimate as to its Operating Expenses for the
coming Policy Year.

(d) On or prior to June 15 of each year, AARP Trust will
advise (i) the Member Services Vendor, the Sales and
Marketing Vendor and United whether it approves of their
final Vendor Operating Expense estimates pertaining to
the SHIP for the coming Policy Year submitted pursuant to
paragraph (c) above and (ii) United whether it approves
of its final Operating Expenses estimate submitted
pursuant to paragraph (c) above.

3.3.3 TARGET INCURRED CLAIMS.

(a) On or prior to April 15 of each Policy Year, United shall
report to AARP Trust its incurred and paid claims
experience for the preceding Policy Year based on the
best information then available. United shall furnish one
report including claims information by paid month and
incurred month for the period of time beginning with plan
inception (whether or not the date of plan inception
occurs prior to the Commencement Date) and continuing
through March 31 of such Policy Year (but in no event
shall this period of time exceed 63 months). A second
report shall include claims information in the aggregate
for the period in excess of 63 months.

(b) On or prior to June 1 of each Policy Year, United shall
submit to AARP Trust its projected Incurred Claims
experience (including projected changes in Active Life
Reserves) for the next Policy Year, and all other
relevant factors. The projected Incurred Claims approved
by AARP Trust pursuant to this paragraph (b) are herein
referred to as the "Target Incurred Claims."

3.3.4 TARGET PREMIUM REFUNDS.

(a) On or prior to June 15 of each year, United will advise
AARP Trust of its projected Incurred Premium Refunds for
the coming Policy Year.

(b) On or prior to August 15 of each year, AARP Trust will
advise United whether it approves of its projection for
the Incurred Premium Refunds for the coming Policy Year.
The projected Incurred Premium Refunds approved by AARP
Trust pursuant to this Section 3.3.4 are herein referred
to as the "Target Premium Refunds."

3.3.5 TARGET RSF FUNDING.

(a) On or prior to June 15 of each year, United will advise
AARP Trust of its recommended RSF funding level for the
coming Policy Year.

(b) On or prior to August 15 of each year, AARP Trust will
advise United whether it approves of its recommendation
for the RSF funding level for the coming Policy Year.
The projected RSF funding level approved by AARP Trust
pursuant to this Section 3.3.5 is herein referred to as
the "Target RSF Funding."

3.3.6 TARGET RETENTION.

(a) On or prior to June 15 of each year, United shall submit
to AARP Trust its estimate as to its Retention for the
coming Policy Year.

(b) On or prior to August 15 of each year, AARP Trust will
advise United if it approves its estimated Retention for
the following Policy Year. The estimated Retention
approved by AARP Trust pursuant to this Section 3.3.6(b)
is herein referred to as "Target Retention."

3.3.7 DETERMINATION OF MEMBER CONTRIBUTION RATES.

(a) On or prior to July 15 of each Policy Year, United shall
submit to AARP Trust a detailed projection of the
financial position of the SHIP for the coming Policy
Year, including its recommended Member Contribution
levels by geographic area and SHIP Plan and projected
aggregate Member Contributions for the coming Policy
Year. Such projection shall be based on Target
Membership, Target Retention, Target Incurred Claims,
Target Premium Refunds, Target AARP Allowance and Target
RSF Funding, an allowance for employee severance costs
and such other adjustments as agreed to by AARP Trust.

(b) AARP Trust, with the assistance of its independent
actuaries, shall review the final estimates and
projections submitted by United pursuant to the preceding
paragraph (a). On or prior to August 15 of each Policy
Year,

AARP Trust will advise United if it approves of
such final estimates and projections, which approval
shall not be unreasonably withheld if such items are
based on actuarial principles and related standards.

(c) The Target Member Contribution rates by geographic area
and plan approved by AARP Trust shall be the rates
applicable to SHIP Products for the next Policy Year,
subject to such modifications, if any, as may be made
pursuant to paragraph (e) below.

(d) The Member Contribution rates generally will be set to
achieve a RSF Balance Percentage of (***) or of such
other percentage as may be agreed by the parties. The
parties may agree to increase the RSF Balance Percentage
as reasonably required to ensure the financial stability
of the SHIP, to protect SHIP Insureds in case of
termination of this Agreement without a successor
carrier and to provide for development of new products.

(e) United may periodically propose for approval by AARP
Trust (which approval shall not be unreasonably withheld)
such interim Member Contribution rate or benefit
adjustments as are reasonably warranted by virtue of
changes in, but not limited to, interest rates, lapses,
and death rates, expense charges, Medicare benefit,
coinsurance or deductible amounts and demonstrable trends
in medical care costs, material changes in AARP members'
health care utilization, or changes in Medicare or other
present or future governmental programs or in regulations
having a material bearing on benefits payable under the
program. In each such instance, United shall first
demonstrate to the reasonable satisfaction of AARP Trust
that failure to approve the premium rate or benefit
adjustments so proposed by United would render it
materially more difficult to maintain the stability of
the SHIP.

3.3.8 RATE APPROVAL AND IMPLEMENTATION. Upon receiving AARP Trust
approval of the recommended Member Contribution rates, United
shall immediately undertake to obtain any and all necessary
regulatory approvals of such rates. On the first day of each
month thereafter, United shall provide progress reports to AARP
Trust summarizing the approval or disapproval of such rates by
state regulatory agencies, including the nature of any ongoing
discussions with such agencies regarding rate approval issues.

3.3.9 SPECIFICATION OF TARGET LOSS RATIO. On or prior to September 1
of each Policy Year, United and AARP Trust shall agree on the
specification of a Target Loss Ratio for the next Policy Year.
The Target Loss Ratio shall be determined by

dividing the Target Incurred Claims by the Target Member
Contributions. United will undertake its best efforts to cause
the Loss Ratio for the SHIP Plans to be not less than (***)
for any Policy Year.

3.3.10 STATE MANDATED RATE ADJUSTMENTS. United will utilize all
commercially reasonable means at its disposal to assist states
in their review of rate submissions and to encourage adoption
of recommended rates. If, however, if individual states mandate
other than the recommended rates, United will implement the
mandated rates and will immediately report the same to AARP
and AARP Trust.

3.4 COMPLIANCE WITH LAW.

3.4.1 GENERAL. United shall comply in all material respects with all
Applicable Laws in connection with the provision of the SHIP
and the performance by it of the Services, including but not
limited to obtaining any necessary regulatory approvals of
marketing materials and policy certificates and rates.

3.4.2 NOTICE. Within ten Business Days of the receipt by United of
notification from any federal or state agency with jurisdiction
over the licensure or operation of United of noncompliance with
any Applicable Law, United shall provide AARP with a copy of
such notification, together with information regarding any
corrective action it has taken to comply with such law.

3.5 SALE OF ASSETS; SUBCONTRACTS, ETC.

3.5.1 ASSET SALES. Except as provided in this Section 3.5 and in
Section 10.5.6 hereof, United shall not sell or transfer all or
any material portion of the business or assets (other than
invested assets of the SHIP Portfolio) comprising the SHIP
without the prior consent of AARP, which consent shall not be
unreasonably withheld. United may sell all or any portion of
the equipment (i) which constitute Transferred Assets or (ii)
the purchase price of which is otherwise chargeable to the
SHIP, provided that in either case that such sale will not
adversely affect United's ability to perform the Services and
that the sale proceeds are credited against other amounts
payable to United pursuant to Section 6.3 hereof.

3.5.2 SUBCONTRACTS. United may subcontract all or any portion of the
Services or the SHIP to any direct or indirect wholly-owned
subsidiary of United without the approval of AARP. Except as
provided in the preceding sentence United may not enter into
any subcontract involving the payment in any Policy Year of an
amount exceeding $250,000 without first notifying AARP thereof,
or in excess

of $500,000 without obtaining the prior approval of AARP and
AARP Trust; provided, however, that in the event of an
emergency, United may enter into subcontracts to deal with such
emergency without AARP's consent, and provided further that
United promptly notifies AARP of any such action. In the event
that United subcontracts any work under this Section 3.5,
United shall be solely responsible for such subcontracted
Services, AARP will look solely to United as if the services
were performed by United, and United will require each such
subcontractor to comply with the security arrangements and
confidentiality provisions appropriate to this Agreement.
Notwithstanding the foregoing, United may not enter into any
reinsurance arrangement in respect of the SHIP, other than
ordinary course coinsurance, indemnity reinsurance or stop loss
reinsurance arrangements, with any party other than a direct or
indirect-majority owned subsidiary of United without the prior
consent of AARP, which consent shall not be unreasonably
withheld. Nothing herein shall establish any contractual
relationship between AARP or AARP Trust and any subcontractor
or supplier, and neither AARP nor AARP Trust shall have any
obligation to pay or cause the payment of any moneys to any
subcontractor or supplier. Any subcontract pertaining to the
provision of Services (whether or not approved by AARP) shall
not relieve United of its contractual obligations hereunder
pertaining to the delivery of such Services.

3.6 TAXES.

3.6.1 GENERAL. Except as otherwise expressly provided by any
Contract Document or Associated Agreement, United shall pay all
Taxes imposed on United pursuant to Applicable Law that are
incurred by it by reason of or result from its performance of
the Services and provision of the SHIP, provided that United
shall be entitled to recover such Taxes to the extent expressly
provided by this Agreement or by the applicable provisions of
any other Contract Document or Associated Agreement.

3.6.2 TAX REIMBURSEMENT. Notwithstanding any provision to the
contrary in Section 3.6.1 hereof, United shall be reimbursed,
in the manner contemplated by Section 6.6 hereof, for the
(***). United shall be reimbursed, in the
manner contemplated by Section 6.6 hereof, for costs associated
with any audit examination by any governmental taxing authority
or administrative or judicial proceedings resulting therefrom,
which arise in conjunction with such income

recognition. The amount of any Tax Reimbursement shall be
excluded from the determination of Start-Up Costs.

3.6.3 TAX BENEFIT FROM DEPRECIATION AND AMORTIZATION. To the extent
that United receives any reduction of taxes ("Tax Benefit")
from the subsequent depreciation and amortization of the
Transferred Assets, AARP Trust shall be entitled to receive
annually this Tax Benefit and the associated gross up, computed
under the same principles as the Tax Reimbursement, based on
the federal, state and local income tax rates applicable to
United in effect in the applicable year. Such Tax Benefit
shall be credited against United's compensation described in
Article 6 hereof.

3.6.4 TAX EFFECT OF DISPOSAL OF TRANSFERRED ASSETS. United shall be
reimbursed, in the manner described in Section 6.6 hereof, for
the effect (federal, state or local), including tax
reimbursement and the associated gross up, computed under the
same principles as the Tax Reimbursement, based on the federal,
state and local income tax rates applicable to United in effect
in the applicable year, of the gain on disposition of a
component of the Transferred Assets. Alternatively, to the
extent of a loss on the disposition of a component of the
Transferred Assets, AARP Trust shall be entitled to the
reduction of taxes and the associated gross up, computed under
the same principles as the Tax Reimbursement, based on the
federal, state and local income tax rates applicable to United
in effect in the applicable year. Such further Tax
Reimbursement or Tax Benefit shall be added to or credited
against United's compensation described in Article 6 hereof.

3.7 EXCLUSIVITY. United shall not market group health insurance products
or programs comparable to those offered pursuant to the SHIP to any
other nonemployer group without the prior consent of AARP and AARP
Trust; provided, however, that United may continue to offer all of its
health insurance products and programs existing as of the date of this
Agreement and any health insurance products and programs offered by any
other entity as of the date of its acquisition by United, in each case
without regard to the comparability of such products to those offered
pursuant to the SHIP. This Section 3.7 also shall not preclude United
from directly or indirectly offering any products which it presently
offers or from developing any products for sale through its affiliated
health maintenance organizations.

3.8 CONFLICTING APPROVALS. To the extent that United is required hereby to
obtain approvals, consents, directions or recommendations from any
party other than AARP or AARP Trust with respect to the Services or the
SHIP, in the event of any inconsistency between any such approval,
consent, direction or recommendation receival from AARP or AARP

Trust, on the one hand, and another party, on the other hand, the
approval, consent, direction or recommendation issued by AARP or AARP
Trust shall be controlling.

3.9 AARP EVALUATIONS. United will use its best efforts to remedy any
deficiencies set forth in the evaluations delivered to United pursuant
to Section 4.10 hereof.

3.10 CESSATION OF BUSINESS.

3.10.1 GENERAL. If United determines that the SHIP is not or will not
be financially sustainable, it may terminate this Agreement as
provided in, and subject to the terms and conditions of, this
Section 3.10.

3.10.2 PROCEDURE. During the January of any Policy Year or during the
30-day period following a Change of Law which has either a
material adverse effect on United's ability to perform its
obligations under the Contract Documents or a material adverse
economic effect on United's provision of the SHIP or the
Services, United may notify AARP and AARP Trust that it has
concluded that the SHIP is not or will not be financially
sustainable. If AARP disagrees with United's conclusion, AARP
shall provide United with written notice thereof within 30 days
of receipt of United's notice and the parties shall promptly
select a mutually agreed upon actuarial firm to which, the sole
of which shall be paid equally by United and Hartford and not
charged to the SHIP, shall provide a recommendation as to
whether United's conclusion is reasonable. If the parties are
unable to agree upon an actuarial firm within 30 days of AARP's
receipt of United's notice, then the actuarial firm shall be
selected in accordance with the CPR Rules. The actuarial firm
shall be directed to reach a conclusion within 90 days of its
appointment. The recommendation of the actuarial firm shall be
binding on the parties. If the actuarial firm concludes that
United's conclusion is not reasonable, then United shall not be
entitled to cease writing new SHIP business. If the actuarial
firm concludes that United's determination is reasonable,
United shall be authorized to terminate this Agreement pursuant
to Section 10.2(i) hereof.

3.11 RELATED PLANS. The terms and conditions of any services to be provided
in connection with any Related Plan shall be set forth in separate
agreements among AARP, AARP Trust and United.

ARTICLE 4
RESPONSIBILITIES OF AARP AND AARP TRUST

4.1 AARP'S REPRESENTATIVE. Simultaneously with the execution hereof, AARP
and AARP Trust jointly shall appoint an individual ("AARP's
Representative") who shall have authority to act on their behalf under
this Agreement, except that such representative shall have no authority
to amend this Agreement. AARP and AARP Trust promptly shall notify
United of such appointment. AARP may, upon 30 days' (or such lesser
period as may be reasonable under the circumstances) prior written
notice to United, change AARP's Representative. All communications,
requirements and instructions given in writing to AARP's Representative
shall have the same effect as if given to AARP hereunder, except where
expressly indicated otherwise herein.

4.2 GRANT OF RIGHT TO USE AARP MARKS.

4.2.1 GRANT. For the term of this Agreement, AARP hereby grants to
United the exclusive, nonassignable right to use the AARP name,
symbol, acronym and marks set forth in EXHIBIT 4.2.1 hereto as
from time to time amended (collectively, the "AARP Marks")
solely in connection with the provision of the SHIP and the
Services and as reasonably required for the performance by it
of its post-termination obligations in accordance herewith;
provided, however, that such grant is subject to compliance by
United with the obligations and covenants set forth in this
Section 4.2. AARP may unilaterally amend EXHIBIT 4.2.1
hereto, upon 30 days' notice to United, to include any new AARP
Xxxx.

4.2.2 NOTATIONS. At the request of AARP, United shall apply the
notice (E.G., the "-REGISTERED TRADEMARK" symbol, the "SM" symbol
(SM) or the "TM" symbol (TM)) specified by AARP. AARP will
provide United with written notice of changes to the notation
requirements for the AARP Marks. United shall implement such
changes as soon as reasonably practicable, provided that United
shall not be required to remove, replace or reprint any
advertising, promotional materials, paper goods and any other
materials and supplies that contain the AARP Marks with the
former notations, except as would be necessary in the ordinary
course of United's business.

4.2.3 APPROVAL RIGHTS. Use of the AARP Marks by United, including
their use in United generated direct mailings, advertisements,
brochures or any other form of contact with AARP members
initiated by or on behalf of United or its agents, will be
subject to the prior approval of AARP.

4.2.4 OWNERSHIP OF MARKS. AARP owns the AARP Marks and United
recognizes their substantial value and associated goodwill.
United will not alter, modify, dilute or misuse the AARP Marks,
bring them into disrepute, or challenge AARP's rights in them.

4.2.5 PROTECTION OF AARP MARKS. United will not attempt to register
the AARP Marks, and, at AARP's expenses, will reasonably
cooperate with AARP in protecting, defending and registering
them as they relate to the SHIP.

4.2.6 INFRINGEMENTS. United will promptly advise AARP of any
infringements of the AARP Marks known to United. AARP will
have the sole right to take legal action with regard to any
such infringements.

4.3 EQUIPMENT TRANSFER. Within a reasonable time after the execution
hereof, AARP will request that Prudential transfer to United (by sale
or other means) the equipment used by Prudential's AARP Operations in
performing the services comparable to the Services described herein,
for use by United, and that such transfer be effective on the
Commencement Date.

4.4 DATABASE AND SYSTEMS TRANSFER. Within a reasonable time after the
execution hereof, AARP will request that Prudential transfer to United
(by sale or other means) copies of the Databases, SHIP administration
computer files and all related applications systems (i) as of May 1,
1997 for testing and development review, (ii) as of August 1, 1997 for
regulatory review and (iii) with the final transfer to occur on or
before the Commencement Date. AARP shall request that Prudential
provide the Databases and applications systems to United scrubbed and
cleaned in a computer readable format on or before the Commencement
Date. AARP will also request that Prudential grant United access to
the Databases, SHIP administration computer files and all related
applications systems to assist in the transition processes contemplated
under this Agreement, including but not limited to Sections 3.1.4 and
3.1.5 hereof.

4.5 EMPLOYEE HIRE. Within a reasonable time after the execution hereof,
AARP will request that Prudential encourage all of the persons who are
to receive an offer of employment from United as provided in Section
3.1.3(b) hereof to accept such offer. AARP shall request Prudential to
take all appropriate action to cause such hire of employees to be
effective no later than the Commencement Date. AARP also shall request
that Prudential, as promptly as possible after the date hereof, (i)
grant United access to its personnel currently involved with the
SHIP-related activities of Prudential's AARP Operations in order to
assist in the transition processes contemplated under this Agreement,
(ii) provide United with copies of any and all records pertaining to
the SHIP Employees (including personnel, payroll and benefits received,
in whatever format) that United shall reasonably request in order to
meet its obligations hereunder in respect of

the SHIP Employees and (iii) otherwise cooperate with United to
effectuate the orderly transition of the employment of the SHIP
Employees from Prudential to United as contemplated hereby. AARP also
shall request that Prudential, on the Commencement Date, provide United
with the original copies of any and all Records pertaining to the SHIP
Employees, including without limitation the Records described in clause
(ii) above.

4.6 OTHER ASSETS AND INFORMATION. AARP will transfer or undertake
commercially reasonable efforts to cause to be transferred (by sale or
other means) to United (by AARP, its representatives or other GHIP
Vendors) such other information as United from time to time may
reasonably require in order to perform the Services and provide the
SHIP.

4.7 PRUDENTIAL AGREEMENTS. AARP and AARP Trust shall undertake
commercially reasonable efforts to enter into such agreements and
arrangements with Prudential as may be necessary and appropriate to
effectuate the orderly transfer of the Services and SHIP from
Prudential to United, including without limitation the Transfer
Agreement.

4.8 COOPERATION OF THIRD PARTIES. AARP will undertake commercially
reasonable efforts to obtain the cooperation of Prudential, the Member
Services Vendor and the Sales and Marketing Vendor in effectuating all
of the transactions contemplated hereby.

4.9 OVERSIGHT. AARP will oversee the operations of the GHIP to monitor
whether it (i) satisfies the needs of the AARP members and (ii)
supports the social welfare mission of the AARP. AARP also will
facilitate cooperation among the GHIP Vendors.

4.10 AARP EVALUATIONS. For each Policy Year, in connection with the
Operating Plans and premium rate related proposals submitted by United
under Sections 3.2.6 and 3.3 hereof, AARP shall evaluate whether or not
United has adequately performed the Services and is adequately
satisfying the health insurance needs and promoting the social welfare
of AARP's members. AARP shall deliver in writing AARP's evaluation of
United's provision of the Services within 90 days after the end of the
applicable evaluation period.

4.11 OTHER PROGRAMS. AARP and AARP Trust intend to sponsor health care
choices for AARP members in an educational manner, giving appropriate
consideration to all available options.

4.12 INSPECTION. During normal business hours and upon reasonable notice,
AARP Trust shall permit United to inspect all Records reasonably
related to the operation of the SHIP maintained by or on behalf of AARP
Trust as United may from time to time reasonably request. Such access
shall be reasonable in scope, frequency and duration and, to the extent
commercially reasonable, shall be via electronic data transfer.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

5.1 REPRESENTATIONS AND WARRANTIES OF UNITED. United hereby represents and
warrants to AARP and AARP Trust as follows as of the date hereof.

5.1.1 ORGANIZATION AND OUTSTANDING. United is a stock insurance
company duly organized, validly existing and in good standing
under the laws of the State of Connecticut and has the
corporate power and authority to own, lease and operate its
assets and to carry on its business as it is now being
conducted.

5.1.2 AUTHORIZATION. United has the full corporate power and
authority to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery of this
Agreement and the performance by United of its obligations
under this Agreement have been duly and validly authorized and
approved by all requisite corporate action of United and no
other acts or proceedings on its part, including approvals,
consents or authorizations by any of its policyholders, are
necessary to authorize the execution, delivery and performance
of this Agreement or the transactions contemplated hereby.
This Agreement constitutes the legal, valid and binding
obligation of United and is enforceable in accordance with its
terms, except to the extent that enforcement may be limited by
bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights and the obligations of debtors
generally and by general principles of equity, regardless of
whether considered in a proceeding at law or in equity.

5.1.3 CONSENTS AND APPROVALS. Except as set forth in EXHIBIT 5.1
hereto, no consent, approval, non-disapproval, authorization,
ruling, order of, notice to or registration with, any
governmental or regulatory authority or any person,
partnership, corporation, firm, trust or other entity is
required on the part of United in connection with the execution
and delivery of this Agreement or the consummation by United of
the transactions contemplated hereby.

5.1.4 ACTIONS PENDING. There is no action, suit, investigation or
proceeding pending or, to the knowledge of United, threatened
against United or any properties or rights of United, by or
before any court, arbitrator or administrative or governmental
body, which action, suit, investigation or proceeding could
reasonably be expected to impair the ability of United to
perform its obligations under this Agreement.

5.1.5 NO CONFLICT OR VIOLATION. Except as disclosed in EXHIBIT 5.1
hereto, the execution, delivery and performance of this
Agreement and any other

agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby by United in
accordance with the respective terms and conditions hereof and
thereof will not (i) violate any provision of United's articles
of incorporation, bylaws or other charter or organizational
document, (ii) violate, conflict with or result in the breach
of any of the terms of, result in any modification of,
accelerate or permit the acceleration of the performance
required by, otherwise give any other contracting party the
right to terminate, or constitute (with notice or lapse of
time, or both) a default under, any contract or other agreement
to which United is party or by or to which it or any of its
assets or properties may be bound or subject, (iii) violate any
order judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or
binding upon, or any agreement with, or condition imposed by,
any governmental or regulatory body, foreign or domestic,
binding upon United, or upon the assets, operations or business
of United, (iv) violate any Applicable Law that relates to
United or to the assets, operations or business of United,
which violation might result in any adverse change in the GHIP
or impair the ability United to perform its obligations under
this Agreement, (v) result in the creation of any lien, charge
or encumbrance on any of the assets or properties of United
which assets or properties relate to the ability of United to
perform its obligations under this Agreement, or (vi) result in
the breach of the terms and conditions or cause an impairment
of any license or government authorization relating to the
policies to be issued by United in connection with the GHIP;
which, in any of the cases referred to the preceding clauses
(i) through (vi) would materially adversely affect the ability
of United to perform its obligations under this Agreement.

5.1.6 LICENSES AND PERMITS. Except as disclosed in EXHIBIT 5.1
hereto, United is duly qualified, has all necessary
governmental licenses and permits, and is in good standing in
every jurisdiction where the nature of the administration and
servicing of the GHIP requires it to be qualified or licensed.
There are no pending, or to the knowledge of United,
threatened, suits or proceedings with respect to the
suspension, revocation, restriction, amendment or nonrenewal of
any such governmental license or permit, and no event which
(whether with notice or lapse of time or both) will or could
result in a suspension, revocation, restriction, amendment or
nonrenewal of any such governmental license or permit has
occurred. United is not operating under any agreement with the
insurance regulatory authority of any state which restricts its
authority to do business or requires it to take, or refrain
from taking, any action that could adversely impact the
administration and servicing of the GHIP.

5.1.7 COMPLIANCE WITH LAWS. United is in compliance with all
Applicable Laws in all jurisdictions in which United is
presently doing business, except where the

failure to be in compliance with such Applicable Laws would not
impair in any material respect United's ability to perform its
obligations hereunder.

5.1.8 DISCLOSURE. No document, certificate or schedule provided by
United in connection with this Agreement or the transactions
contemplated hereby contains any untrue statement of a material
fact or omits to state any material fact required to be stated
therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

5.1.9 FINANCIAL CONDITION. United is not insolvent, has not filed or
had filed against it a petition in bankruptcy, has not made an
assignment for the benefit of creditors or otherwise had a
receiver or trustee appointed with respect to its properties or
affairs and has not incurred any obligations, contingent or
otherwise, which would cause it to become insolvent. EXHIBIT
5.1.9 hereto sets forth United's current ratings by the two
rating agencies identified therein.

5.2 REPRESENTATIONS AND WARRANTIES OF AARP AND AARP TRUST. AARP and AARP
Trust hereby jointly and severally represent and warrant to United as
follows as of the date hereof.

5.2.1 ORGANIZATION AND STANDING. AARP is a not-for-profit
corporation duly organized, validly existing and in good
standing under the laws of the District of Columbia and has the
power and authority to own, lease and operate its assets and to
carry on its activities as it is now being conducted. AARP
Trust is a trust duly organized, validly existing and in good
standing under the laws of the District of Columbia and has the
power and authority to own, lease and operate its assets and to
carry on its activities as it is now being conducted.

5.2.2 AUTHORIZATION. AARP and AARP Trust each has the full power and
authority to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery of this
Agreement and the performance by AARP and AARP Trust of their
respective obligations under this Agreement have been duly and
validly authorized and approved by all requisite action of AARP
and AARP Trust and no other acts or proceedings on their part,
including approvals, consents or authorizations by any of its
members, are necessary to authorize the execution, delivery and
performance by AARP and AARP Trust of this Agreement or the
transactions contemplated hereby. This Agreement constitutes
the legal, valid and binding obligation of AARP and AARP Trust
and is enforceable against them in accordance with its terms,
except to the extent that enforcement may be limited by
bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights and the obligations of

debtors generally and by general principles of equity,
regardless of whether considered in a proceeding at law or in
equity.

5.2.3 CONSENTS AND APPROVALS. No consent, approval, non-disapproval,
authorization, ruling, order of, notice to or registration
with, any governmental or regulatory authority or any person,
partnership, corporation, firm, trust, or other entity is
required on the part of AARP or AARP Trust in connection with
the execution and delivery of this Agreement or the
consummation by AARP and AARP Trust of the transactions
contemplated hereby.

5.2.4 ACTIONS PENDING. Except as set forth in EXHIBIT 5.2 hereto,
there is no action, suit, investigation or proceeding pending,
or to the knowledge of AARP or AARP Trust threatened, against
AARP or AARP Trust or any properties or rights of AARP or AARP
Trust, by or before any court, arbitrator or administrative or
governmental body, which could reasonably be expected to impair
the ability of AARP or AARP Trust to perform their respective
obligations under this Agreement.

5.2.5 NO CONFLICT OR VIOLATION. The execution, delivery and
performance of this Agreement and any other agreements
contemplated hereby and the consummation of the transactions
contemplated hereby and thereby by AARP in accordance with the
respective terms and conditions hereof and thereof will not (i)
violate any provision of the articles of association, bylaws,
trust agreement or other charter or organizational document of
AARP or AARP Trust, (ii) violate, conflict with or result in
the breach of any of the terms of, result in any modification
of, accelerate or permit the acceleration of the performance
required by, otherwise give any other contracting party the
right to terminate, or constitute (with notice or lapse of
time, or both) a default under, any contract or other agreement
to which AARP or AARP Trust is a party or by or to which they
or any of their assets or properties may be bound or subject,
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body
against, or binding upon, or any agreement with, or condition
imposed by, any governmental or regulatory body, foreign or
domestic, binding upon AARP or AARP Trust, or upon the assets
or operations of AARP or AARP Trust, (iv) violate any statute,
law or regulation of any jurisdiction as each statute, law or
regulation relates to AARP or AARP Trust or to the assets or
operations of AARP or AARP Trust, which violation might result
in any adverse change in the GHIP or impair the ability of AARP
or AARP Trust to perform their respective obligations under
this Agreement, or (v) result in the creation of any lien,
charge or encumbrance on assets or properties of AARP or AARP
Trust which assets or properties relate to the ability of AARP
or AARP Trust to perform

their respective obligations under this Agreement; which, in
any of the cases referred to in the preceding clauses (i)
through (vi) would materially adversely affect the ability of
AARP or AARP Trust to perform its obligations under this
Agreement.

5.2.6 COMPLIANCE WITH LAWS. AARP and AARP Trust each are in
compliance with all Applicable Laws in all jurisdictions in
which they are presently doing business, except where the
failure to be in compliance with such Applicable Laws would not
impair in any material respect AARP's or AARP Trust's ability
to perform its obligations hereunder.

5.2.7 FINANCIAL CONDITION. Neither AARP nor AARP Trust is insolvent,
nor has either filed or had filed against it a petition in
bankruptcy, made an assignment for the benefit of creditors or
otherwise had a receiver or trustee appointed with respect to
its properties or affairs or incurred any obligations,
contingent or otherwise, which would cause it to become
insolvent.

5.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made by the parties in this Agreement shall survive the
termination hereof for a period of two years.

ARTICLE 6
ALLOWANCES AND COMPENSATION

6.1 AARP ALLOWANCE. AARP shall be entitled to receive an allowance for
AARP's sponsorship of the SHIP and the license to use the AARP Marks in
connection therewith. For each Policy Year, this allowance shall be
equal to the sum of (i) four percent of the first $1 billion in Member
Contributions plus (ii) two and one-half percent of the Member
Contributions in excess of $1 billion. This allowance shall be payable
in accordance with Section 6.7 hereof.

6.2 UNITED ADMINISTRATION CHARGES.

6.2.1 ADMINISTRATIVE SERVICE FEE.

(a) For all Services other than those services for which
specific reimbursement is made pursuant to this
Agreement, United shall receive a fee (the
"Administrative Service Fee") per SHIP Insured per
calendar month in amounts determined as provided in this
Section 6.2.1.

(b) On or prior to October 15, 1997, United will submit for
approval by AARP Trust its projected Administrative
Service Fees in the form of a cost accounting budget for
the provision of the Services to apply to Policy Year
1998. United's submission will be at a sufficient level
of detail for AARP Trust to understand and approve
expenses by category, substantially as reflected in
EXHIBIT 6.2.1(b) hereto. The expenses approved by AARP
Trust will constitute the Administrative Service Fees for
Policy Year 1998.

(c) On or prior to October 15, 1998, United will submit for
approval by AARP Trust its projected Administrative
Service Fees in the form of per member, per month
charges, to apply to Policy Years 1999 through 2001.
These per member, per month charges may depend on a
specific anticipated enrollment level and variables
including without limitation key levels of service, such
as member enrollment, number of claims per member and
changes in the CPI. The expenses approved by AARP Trust
will constitute the Administrative Service Fees for
Policy Year 1999 through 2001. United's submission will
be at a sufficient level of detail for AARP Trust to
understand and approve expenses by category,
substantially as reflected in EXHIBIT 6.2.1(b) hereto.

(d) Notwithstanding the foregoing provisions of this Section
6.2, in the event that early transfer occurs and United's
administration of the SHIP commences prior to January 1,
1998, then on or prior to October 15, 1997 United may
propose for approval by AARP Trust an administrative
budget in the form of per member, per month charges to
apply in Policy Years 1998 through 2000. United's
submission will be at a sufficient level of detail for
AARP Trust to understand and approve expenses by
category, substantially as reflected in EXHIBIT 6.2.1(b)
hereto.

6.2.2 CHANGES IN ADMINISTRATIVE SERVICE FEE. The parties agree to
adjust the Administrative Service Fee payable for any Policy
Year if in that Policy Year there occurs any material increase
in United's costs resulting from (i) a Change of Law, (ii) an
Event of Force Majeure, (iii) a change in the Services or any
SHIP Plan made at the request, or with the approval, of AARP or
AARP Trust, (iv) a change in the services or products provided
by any other GHIP Vendor or (v) any restructuring or
reengineering of the manner whereby the Services or any SHIP
Plan are provided; provided, that any adjustment in the
Administrative Service Fee for any Policy Year made pursuant to
this sentence shall be consistent in magnitude with the impact
on United's costs of the cause giving rise to the adjustment.
The Administrative Service Fee and each factor

contributing thereto shall, as appropriate, be calculated on an
interpolated basis to the nearest one thousandth of one percent.

6.2.3 PASS-THROUGH EXPENSES. United will provide AARP Trust with a
budget for Pass-Through Expenses pursuant to Section 3.3.2
hereof. United's budget proposal will be at sufficient level
of detail to enable AARP Trust to understand and approve
specific items. United shall be reimbursed for all
Pass-Through Expenses through a charge made in the
retrospective experience rating for the SHIP pursuant to
Section 8.3 hereof for the Policy Year in which the
Pass-Through Expense is incurred. Notwithstanding the
foregoing, AARP Trust may require that specific Pass-Through
Expenses identified in clauses (iii), (v), and (xi) of the
definition thereof be capitalized and included in Retention
over a period of years specified by AARP Trust, which shall be
no longer than that which is consistent with the expected
useful life of the item, provided, however, that the
capitalization period shall not extend beyond the term of this
Agreement. Any such Pass-Through Expenses, together with
interest at the Amortization Interest Rate, shall be charged
over the specified term in equal annual installments.

6.2.4 START-UP COSTS. AARP shall request Prudential to pay United
for any Start-Up Costs and shall authorize Prudential to pay
such Start-Up Costs. United shall provide Prudential with an
itemized statement of such Start-Up Costs for the period ending
December 31, 1996 and for each calendar quarter (or portion
thereof) through and including the Commencement Date. AARP
shall request Prudential to pay the invoiced amounts within 30
days of receipt. Any such Start-Up Costs which are either (i)
not billed to Prudential as of the Commencement Date or (ii)
billed to Prudential as of the Commencement Date but not paid
in due course shall be charged to the experience rating for the
SHIP pursuant to Section 8.3 hereof. Notwithstanding the
foregoing, AARP Trust may require that specific Start-Up
Expenses be capitalized and included in Retention over a period
of years specified by AARP Trust, which shall be no longer than
that which is consistent with the expected useful life of the
item, provided, however, that the capitalization period shall
not extend beyond the term of this Agreement. Any such Start-Up
Cost, together with interest at the Amortization Interest Rate,
shall be charged over the specified term in equal annual
installments.

6.2.5 PERFORMANCE CHARGES. United shall be accountable for the
attainment of standards of performance described in EXHIBIT
3.2.5 hereto. If United fails to satisfy the applicable
performance standards, it shall be subject to the charges
specified in EXHIBIT 3.2.5 hereto. United shall measure
performance against these standards on a continuous basis and
shall report to AARP quarterly. As

part of the preparation of the annual accounting, United shall
prepare a report showing actual performance for the Policy Year
compared with the agreed standards, and the amount of penalty
owing (if any). United's Administrative Service Fees will be
adjusted by the amount of any charges payable for the Policy
Year. The maximum charge that shall be payable with respect to
any Policy Year will be (***) of United's
Administrative Service Fees for the year. AARP will have the
right to conduct an independent audit of United's reporting and
administration to verify the charges payable.

6.3 UNITED RISK AND PROFIT CHARGES. United shall be entitled to receive
compensation for assuming the risk associated with the SHIP. Such
compensation payable to United for a Policy Year shall equal the
product of the Compensation Percentage multiplied by the SHIP Net
Premiums for such Policy Year. The Compensation Percentage shall equal
the sum of the Basic Percentage (determined pursuant to Section 6.3.1
hereof) and the Incentive Percentage (determined pursuant to Section
6.3.2 hereof); provided, however, that in no event shall the
Compensation Percentage be less than (***) for any Policy Year.

6.3.1 BASIC PERCENTAGE. The Basic Percentage for a Policy Year
will be determined by reference to the RSF Balance Percentage
(determined as of the end of the previous Policy Year) in
accordance with the following table:

Basic Percentage
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH FIFTH AND
POLICY POLICY POLICY POLICY FOLLOWING
YEAR YEAR YEAR YEAR POLICY YEARS
---- ---- ---- ---- ------------

(***)

BASIC PERCENTAGE
---------------------------------------------------------------
FIRST SECOND THIRD FOURTH FIFTH AND
POLICY POLICY POLICY POLICY FOLLOWING
YEAR YEAR YEAR YEAR POLICY YEARS
---- ---- ---- ---- ------------

(***)

Coincident with any adjustment in the (***) agreed to by the
parties pursuant to (***) hereof, the foregoing table will be
realigned such that the applicable (***) for the new (***) will be
the same as the (***) for the (***) level above. The (***) shall
be interpolated to the nearest one-thousandth of (***) if
the (***) falls between any of the (***) specified in the
foregoing table.

6.3.2 INCENTIVE PERCENTAGE. The Incentive Percentage for a Policy
Year will be based on the Performance Experience for such
Policy Year in accordance with the following table:

INCENTIVE PERCENTAGE
--------------------------------------

FIRST THIRD AND
PERFORMANCE TWO FOLLOWING
EXPERIENCE POLICY YEARS POLICY YEARS
---------- ------------ ------------

(***)

The Incentive Percentage shall be interpolated to the nearest
one-thousandth of one percent if the Performance Experience
falls between the ranges specified in the foregoing table. The
Incentive Percentage applicable at any time during

a Policy Year shall be determined by reference to United's best
estimate of the year-to-date Performance Experience.

6.3.3 TAX CHANGES. The Risk and Profit Charge has been negotiated on
the basis of the federal income Tax rates and methodologies
currently applicable to United with respect to its ordinary
income. If such rates or methodologies are changed, other than
as a result of a voluntary change by United, AARP Trust or
United may propose for approval by the other, which approval
shall not be unreasonably withheld, that the Risk and Profit
Charge set forth in this Section 6.3 be changed so as to yield
United the same rate of return as would have applied had there
been no such change in such Tax rates or methodologies.

6.4 INVESTMENT INCOME CREDITS. As a part of the retrospective experience
rating for the SHIP (as described in Section 8.3 hereof), the Retention
for the SHIP for each Policy Year shall include a credit for the amount
of United's investment income (the "Investment Income Credit") that is
deemed to be associated with the SHIP, in accordance with the following
provisions.

6.4.1 SHIP PORTFOLIO. For the purpose of determining the Investment
Income Credit, United will maintain for the SHIP separate
accounting for a distinct portfolio or portfolios of assets
(the "SHIP Portfolio") associated with the SHIP. Such assets
shall be owned by and shall remain part of the general account
of United. The assets of the SHIP Portfolio shall be credited
with investment income from the date of deposit to the date of
withdrawal.

6.4.2 CASH TRANSFERS. Cash transfers shall be made to and from the
SHIP Portfolio with respect to the following items:

(a) SHIP Net Premiums received.

(b) Claims paid.

(d) Target Retention: One-twelfth of the Target Retention,
gross to the Investment Income Credit and net of Vendor
Operating Expenses and Vendor Pass-Through Expenses, for
the Policy Year, which transfer shall be made on the
fifteenth day of each calendar month (or next following
Business Day).

(e) Annual Accounting Settlement: A transfer will be made to
reflect the difference between the Target Retention gross
to the Investment Income Credit and net of the Vendor
Operating Expenses and the Vendor Pass-Through Expenses
and the actual Retention gross to the Investment Income
Credit and net of the Vendor Operating Expenses and the
Vendor Pass-Through Expenses. The transfer identified in
the immediately preceding sentence will be made as soon
as possible after the review pursuant to Section 8.5
hereof has been completed, and will include interest
accrued at the Investment Income Credit Rate for that
Policy Year from the midpoint of the Policy Year to the
time at which the transfer occurs.

(f) Any other credits or charges made under this Agreement or
otherwise agreed to by United, AARP and AARP Trust,
including without limitation any charges made pursuant to
Section 6.4.3(c) hereof. If the credit does not result
from an identifiable cash flow item, then the cash
transfer in respect of any such item will be made at the
time the credit or charge becomes effective, or at such
other time as is agreed to by United, AARP and AARP Trust.

6.4.3 INVESTMENT INCOME CREDIT CALCULATION. The Investment Income
Credit for a given Policy Year shall be equal to the sum of the
following:

(a) the interest and dividend income earned on the assets of
the SHIP Portfolio during that Policy Year, as determined
according to the accounting principles underlying
United's statutory annual statement (the "statutory
accounting rules"), plus

(b) the capital gains and losses realized on the assets of
the SHIP Portfolio during that Policy Year, as determined
according to statutory accounting rules then in effect,
less

(c) investment management fees and corporate accounting and
other portfolio administration costs payable to United,
each in such amounts as may be agreed among the parties
from time to time.

6.4.4 INVESTMENT INCOME CREDIT RATE. The Investment Income Credit
Rate for a given Policy Year shall be calculated as follows:

(a) the amount of the Investment Income Credit for that Policy
Year, divided by

(b) the amount, determined as nearly as practicable, of the
average invested assets in the SHIP Portfolio during that
Policy Year, with appropriate adjustment for interest and
dividends received.

6.4.5 INVESTMENT STRATEGY. The funds in the SHIP Portfolio shall be
invested according to a written investment strategy. The
investment strategy shall be proposed by United, and shall be
subject to approval by AARP Trust.

6.4.6 INVESTMENT MANAGER. The investments held in the SHIP Portfolio
shall be managed by employees of United or its affiliates, or
by another investment manager or managers selected by United
and approved by AARP Trust. If at any time United and AARP
Trust shall not have agreed to any investment manager, United
may employ for this purpose any investment manager or managers
that at that time each manage at least ten percent of the
admitted invested assets of United's combined insurance
companies, or ten percent of the consolidated invested assets
of United and its affiliates (exclusive of the assets of the
SHIP Portfolio) determined as of the December 31 last preceding.

6.4.7 INVESTMENT PERFORMANCE; OWNERSHIP. United does not guarantee
the preservation of the principal amount of the assets
comprising the SHIP Portfolio, and does not guarantee the
achievement of any specific rate of return on the assets
comprising the SHIP Portfolio. United shall not impose any
investment liquidation charge in connection with the scheduled
termination of this Agreement. The SHIP Portfolio shall not
constitute an asset of AARP or AARP Trust, nor shall AARP or
AARP Trust have any interest in the income derived therefrom.

6.5 TAX-TIMING EXPENSE. United shall be compensated for the tax-timing
costs identified in EXHIBIT 6.5 hereto (collectively the "Tax-Timing
Expenses") through a charge made in the retrospective experience rating
for each of the items described in EXHIBIT 6.5 hereto. The charges
will generally be a function of United's marginal federal and state
income Tax rate for the rating period ("United's Tax Rate") and the
Investment Income Credit Rate for that period.

6.6 TAX REIMBURSEMENT.

6.6.1 IN ORDINARY COURSE. United shall be entitled to charge or
credit the retrospective experience rating for the SHIP (as
described in Section 8.3 hereof) for any costs, losses,
damages, liabilities, amounts paid in settlement, and
out-of-pocket costs and expenses (including reasonable fees,
charges and expenses of outside attorneys and other outside
experts and advisors, but excluding any penalties or fines
except as expressly provided in clause (iv) below) incurred by

United and its affiliates with respect to the following: (i) a
Change of Law with respect to Taxes; (ii) Taxes payable by
United in respect of its receipt of the Transferred Assets (as
more fully provided in Sections 3.6.2 to 3.6.4 hereof); (iii)
any Taxes arising from audit adjustment of any Tax Return of
United, including any carryover adjustments; or (iv) penalties
or fines on any Taxes to the extent caused by the action or
inaction of Prudential or any GHIP Vendor other than United, or
to the extent arising from a position taken at the direction of
or with the express consent of AARP or AARP Trust; provided,
however, that nothing herein shall entitle United to recover
more than once for any item hereunder.

6.6.2 AUDIT ADJUSTMENTS. To the extent that United's Tax Returns are
adjusted upon examination so as to eliminate, reduce, increase
or create tax timing costs for prior periods, the charges for
prior tax-timing costs shall be recalculated to be consistent
with such adjustment including any carryover adjustments. The
difference between the charge previously made and the
recalculated charge shall be reflected in the retrospective
experience rating of the SHIP (as described in Section 8.3
hereof) for the Policy Year in which such adjustment is agreed
to by United and such taxing authority. United shall notify
AARP Trust concerning the existence of any audit of its Tax
Returns having a potential impact upon the SHIP, and shall
consult with AARP Trust regarding its strategy and position
with regard to any such audit.

6.6.3 GROSS UP. United shall be entitled to make a change in the
retrospective experience rating of the SHIP (as described in
Section 8.3 hereof) for any Gross Up related to any tax
reimbursement amount to which United is entitled pursuant to
clauses (ii) and (iv) of Section 6.6.1 hereof.

6.6.4 VALUATION OF TRANSFERRED ASSETS. United shall employ a
qualified valuation expert to determine the value of the
Transferred Assets. The cost of such valuation shall
constitute a Pass-Through Expense.

6.6.5 UPON TERMINATION. In the event of a termination with a
successor carrier under Section 10.4 hereof: (i) AARP shall
cause such successor carrier to reimburse and indemnify United
for items contained in Sections 6.6.1, 6.6.2 and 6.6.3 hereof
to the extent United has been unable to recover such items
prior to termination pursuant to such Sections 6.6.1, 6.6.2 and
6.6.3; and (ii) United shall credit to the final accounting any
DAC Tax gain that results from the recording of reinsurance
premiums payable to a successor carrier at termination as
negative considerations.

6.7 PAYMENT OF ALLOWANCES AND COMPENSATION. The Vendor Operating Expenses
and Vendor Pass-Through Expenses payable to the GHIP Vendors other than
United, the SHIP Net Premiums payable to United and the allowances
payable to AARP described in this Article 6 shall be paid monthly out
of the Member Contributions actually received by the Member Services
Vendor on behalf of AARP Trust, on the tenth day of the month following
the month for which the Member Contributions apply.

6.8 REGULATORY IMPACT. In the event of the occurrence of a Change of Law
having a material cost impact upon the provision of the SHIP and
delivery of the Services by United hereunder, the parties agree
promptly and in good faith (i) to renegotiate the compensation
provisions hereof and (ii) to review the adequacy of the Member
Contributions then in effect and to revise the Member Contribution
rates and Target Loss Ratio as reasonably appropriate.

6.9 OWNERSHIP OF FUNDS. AARP Trust shall hold title to all funds held in
AARP Trust accounts.

ARTICLE 7
PROPERTY RIGHTS IN AND CONFIDENTIALITY OF INFORMATION

7.1 MEMBER INFORMATION.

7.1.1 CLAIMS DATABASES. From and after the Commencement Date, United
shall maintain the Claims Databases, which will be transferred
to United as provided in Sections 3.1.4 and 4.4 above. Subject
to the provisions of Section 7.3 hereof, all information
contained in the Claims Databases is and at all times shall
remain the exclusive property of United. Notwithstanding the
foregoing, United and its affiliates may not utilize any
information contained in the Claims Databases except (i) in
connection with provision of the SHIP and the performance of
the Services in the manner contemplated hereby, (ii) for
research, analysis and valuation purposes, (iii) for
incorporation and use in their normative databases, (iv) for
regulatory reporting and reinsurance purposes, (v) as required
by law, (vi) for reporting to management and (vii) in external
or internal audits. Any use of Claims Database information for
the purposes specified in clauses (ii) and (iii) of the
preceding sentence shall not be directly or indirectly
identifiable to AARP, AARP Trust or any AARP member.

7.1.2 OTHER INFORMATION. United and its affiliates will have access,
on terms easonably acceptable to AARP and AARP Trust, to the
SHIP Databases and to such other Records containing AARP member
names and addresses as reasonably required in order to enable
United to communicate information

concerning the SHIP and related matters to AARP members. In
addition, subject to prior approval by AARP, United may have
access to other Records concerning the AARP membership for the
operation of the SHIP and performance of United's obligations
hereunder. Subject to the provisions of Section 7.2 hereof,
all such Records, including the names and addresses of AARP
members, mailing lists, inquiry lists and buyers lists, are and
at all times shall remain the exclusive property of AARP. At
any time upon request by AARP, United shall return to AARP all
Records pertaining to such information; provided, however, that
United may retain such Records as are necessary for the
continued servicing of the SHIP for as long as reasonably
required for such purpose. The use of all such Records by
United will be restricted exclusively to the provision of the
SHIP and the performance of the Services in the manner
contemplated hereby.

7.2 MEMBER COMMUNICATIONS.

7.2.1 AARP OWNERSHIP. All communications to AARP members pertaining
to the SHIP, including without limitation scripts, solicitation
materials and other written materials mailed on behalf of AARP
to any members, shall be the property of AARP, to the extent
specifically identified by United or AARP, as the case may be,
as developed and used exclusively for the SHIP. AARP shall have
the sole right to copyright all or any of such pieces as it
considers appropriate to the fullest extent permitted by law;
provided, however, that AARP shall not have the right to
copyright the United Marks. United acknowledges that it has no
proprietary or ownership rights in any of such materials except
to the extent that AARP shall authorize United to use them in
connection with assisting AARP in informing the membership of
availability of coverage under the SHIP. AARP acknowledges
that it has no proprietary or ownership rights or copyright
rights with respect to any materials that were developed by
United prior to the date hereof or are hereafter developed by
United other than for use in connection with the SHIP.

7.2.2 AARP APPROVAL. All written communications and all scripted
oral communications specifically directed to AARP members,
whether insured or uninsured members, and all other written
communications sent on behalf of AARP to any of such persons,
shall be submitted by United to AARP for AARP's approval in
advance of dissemination which approval shall not be
unreasonably withheld with respect to any communication
required by Applicable Law.

7.3 RETURN UPON TERMINATION. Upon termination of this Agreement and at
AARP's direction, United shall turn over to AARP and/or to any person
designated by AARP (or

required by Applicable Law) all records specified in Sections 7.1 and
7.2 hereof then in the possession or control of United or its agents,
and shall retain no such information, other than (i) Records relating
to persons who remain covered by insurance policies issued by United,
if any, (ii) records relating to claims still being processed by United
(which shall be transferred as provided in this Section 7.3 upon the
completion of such processing), (iii) Records utilized for the
purposes described in clauses (ii) through (vii) of the third sentence
of Section 7.1.1 hereof (provided such information is not directly or
indirectly identifiable to AARP, AARP Trust or any AARP member) and
(iv) Records that United is required to maintain pursuant to Applicable
Laws or for reinsurance purposes. Upon AARP's request, United shall
delete from its Records all AARP-specific information, including
without limitation AARP membership names, addresses and numbers, except
to the extent United is required to retain any such Records by
Applicable Law. AARP shall retain inspection rights as reasonably
required to verify the deletions, subject to such limitations as
reasonably required by United to maintain the confidentiality of its
business records.

7.4 UNITED MARKS AND MARKS DEVELOPED FOR THE SHIP.

7.4.1 UNITED MARKS. AARP and AARP Trust acknowledge that many of the
materials to be used in connection with the SHIP may contain
some or all of the trademarks, service marks, logos, slogans
and other intellectual property which are the property of
United and which have been duly registered or identified to
AARP by United for United's exclusive use (collectively, the
"United Marks"). AARP and AARP Trust agree that they do not
have, and by reason of this Agreement will not acquire, any
property right or rights to use such United Marks without
United's prior written consent. In the event of termination of
this Agreement, AARP and AARP Trust will not use such United
Marks without the express written consent of United. AARP, at
United's expense, will reasonably cooperate with United in
protecting, defending and registering the United Marks.

7.4.2 DEVELOPED MARKS. As used herein, "Developed Marks" means
marks, names and/or slogans which are developed by AARP, AARP
Trust and one or more GHIP Vendors to be used in conjunction
with the GHIP which do not include the United name or logo.
The Developed Marks shall be as from time to time set forth in
EXHIBIT 7.4.2 hereto. Either AARP or United may unilaterally
amend EXHIBIT 7.4.2 hereto, upon 30 days' notice to the other,
to include any new Developed Xxxx. United agrees that it has
no property or other rights in any Developed Xxxx and in the
event of termination of this Agreement will not use the
Developed Marks without the express written consent of AARP.

7.5 SECURITY ARRANGEMENTS. United shall not give any lists, information,
data or other materials referred to in Sections 7.1 and 7.2 hereof
(except as expressly permitted thereby or as requested by regulators
pursuant to Applicable Laws) to any person not a party to this
Agreement (other than other GHIP Vendors as contemplated hereby and the
parties referred to in Section 7.6.2(b) hereof) except another GHIP
Vendor and any direct or indirect affiliate or majority-owned
subsidiary of United without the prior written consent of AARP and
without the execution by such other GHIP Vendor or person of a security
and confidentiality agreement, drafted by and/or acceptable to AARP, to
safeguard the confidentiality of such lists, information, data or
other materials and to protect against unauthorized access to data
stores across transmission facilities. United will develop and test on
an ongoing basis disaster recovery and business resumption plans to
maintain both systems and operations to ensure that: (i) if provision
of the Services is interrupted, the Services will be resumed within 48
hours, and (ii) if the Records containing AARP membership lists,
information, data or other materials concerning AARP members that
United has in its possession be destroyed or damaged, such lists,
information and data shall be recovered by United within seven business
days. United will submit both such plans to AARP for its approval
within 90 days of the Commencement Date. United will submit updated
versions of both such plans to AARP for its approval by March 31 of
each year commencing 1998. United will test the disaster recovery plan
annually, and will test the business resumption plan biannually, and
will submit the results of such testing to AARP, commencing with 1998.

7.6 PROPRIETARY INFORMATION.

7.6.1 PROPRIETARY INFORMATION. As used herein, "Proprietary
Information" means information relating to the business or
affairs of any party hereto which has been identified as
confidential, or which from the circumstances in good faith
should be treated as confidential, including, but not limited
to, (a) commercial, technical, contractual and financial
information, (b) descriptions, know-how and marketing plans
with respect to the Services, the GHIP and United, (c)
software, firmware, computer programs and elements of design
relating thereto, and strategic information systems plans and
applications, data and technology architectures related
thereto, (d) information regarding trade secrets, (e) patents,
service marks and trademarks, (f) customer and member
information, (g) procedures, manual and guides, (h) information
regarding the present or future business or products of any
party hereto, charges for services, products and other items
provided by such party to patients, other pricing information
and contract terms between such party and health maintenance
organizations, preferred provider organizations, insurance
companies and other third party payors, (i) this Agreement, the
other Contract Documents and the Associated Agreements and (j)
all notes, analyses, compilations, studies, plans or other
documents prepared by a party which contain or otherwise
directly reflect any

Proprietary Information. Notwithstanding the above definition
of Proprietary Information, information received from a party
hereto shall not be deemed to be Proprietary Information and
the Recipient shall have no confidentiality obligations with
respect to such information which is: (i) already known to the
Recipient from sources other than the Discloser provided that
such source is not known by the Recipient to be bound by a
confidentiality agreement with the Discloser or otherwise to be
prohibited from disclosing such information to the Recipient by
a contractual, legal or fiduciary obligation; (ii) publicly
known through no wrongful act of the Recipient; (iii) received
by the Recipient from a third party without similar restriction
and without breach of this Agreement; (iv) independently
developed by the Recipient; (v) approved for release to a third
party by written authorization of the Discloser; or (vi)
disclosed pursuant to the lawful requirement of a court of
competent jurisdiction or government or regulatory agency or
authority.

7.6.2 COVENANTS.

(a) Each party hereto acknowledges and agrees that from time
to time in connection with such party's obligations under
this Agreement or the other Contract Documents, such
party will be given or have access to certain Proprietary
Information. All Proprietary Information is and shall
remain exclusively the property of the party disclosing
such Proprietary Information (the "Discloser") and the
Discloser shall retain all right, title and interest
therein. The party hereto receiving such Proprietary
Information (the "Recipient") shall hold in confidence
and safeguard all such Proprietary Information and the
Recipient shall make use of any such Proprietary
Information solely for the purposes of performing its
obligations under the Contract Documents or any
Associated Agreement. Each Recipient shall use all
reasonable efforts not to disclose, reveal or communicate
any Proprietary Information to any other party except
subcontractors, consultants, auditors, reinsurers,
representatives and agents and parents, subsidiaries,
affiliates, successors and assigns, and each of their
respective officers, directors and employees, who need
the information to accomplish purposes permitted by this
Agreement or the other Contract Documents and who have
been properly advised of the obligations of the Recipient
hereunder.

(b) Each party agrees to take all action reasonably necessary
or appropriate to maintain the confidentiality of the
Proprietary Information. Each party shall be responsible
for the compliance by its officers, directors, partners,
employees, consultants, agents and any other individuals
in privity with

such party with each and every provision of this Agreement
applicable to such party.

(c) No other rights or obligations other than those expressly
recited herein are to be implied by this Agreement with
respect to trademarks, service marks, patents,
inventions, copyrights and other Proprietary Information.

(d) Each party acknowledges and agrees that, except as
expressly recited herein, no license under any patents,
licenses, service marks or trademarks of any party is
granted by this Agreement or by any disclosure of
Proprietary Information hereunder.

(e) Each party agrees that it shall not use (including, but
not limited to, using the Proprietary Information to
replicate the business systems, procedures or processes
used by United or AARP with respect to the GHIP), copy,
reproduce, distribute or disseminate in whole or in part,
any Proprietary Information of another party or GHIP
Vendor other than as contemplated hereunder.

(f) In the event that any Recipient is required to disclose
Proprietary Information under clause (vi) of Section
7.6.1 above, such party shall notify the Discloser of
such Proprietary Information as soon as practicable and
in any event prior to any actual disclosure taking place
so that AARP and/or the Discloser may seek an appropriate
protective order or other appropriate remedy. In the
event that such protective order or other remedy is not
obtained, the Recipient may only furnish that portion
(and only that portion) of the Proprietary Information,
which in the opinion of the Recipient's counsel, the
Recipient is legally compelled to disclose.

7.7 PROPRIETARY AND DEVELOPED SYSTEMS.

7.7.1 PROPRIETARY SYSTEMS. The entire right, title and interest in
all business systems, procedures, processes, inventions,
discoveries, improvements or other technology owned by United
as of the dated hereof or developed solely by or on behalf of
United after the date hereof other than in connection with the
Services and the SHIP (collectively, the "Proprietary Systems")
shall be owned by United.

7.7.2 DEVELOPED SYSTEMS. Subject to such rights set forth herein,
the entire right, title and interest in all business systems,
procedures, processes, inventions, discoveries, improvements or
other technology related to the SHIP or the Services and all
processes or uses relating thereto, whether or not patentable,

jointly developed by United, its contractors, one or more GHIP
Vendors and/or AARP hereunder or in connection with Services
and the SHIP, including for such purpose any otherwise
Proprietary System which is modified for use in connection with
the SHIP where the cost of such modifications is charged to the
SHIP (collectively, the "Developed Systems") shall be owned as
agreed among the parties developing the same. The Developed
Systems shall be as from time to time set forth on EXHIBIT
7.7.2 hereto. Either AARP or United unilaterally may amend
EXHIBIT 7.7.2 hereto, upon 30 days' notice to the other, to
include any new Developed System. Deletion of any Developed
System from EXHIBIT 7.7.2 hereto shall require the approval of
both AARP and United.

ARTICLE 8
RESERVE REQUIREMENTS;
RATE STABILIZATION FUND

8.1 PURPOSE OF RESERVES. United shall establish and maintain in accordance
with Applicable Laws all reserves which United reasonably determines
are necessary to meet United's obligations under the SHIP, including
but not limited to claim reserves, Loss Adjustment Expense Reserves,
Active Life Reserves, extension-of-benefits reserves and the RSF.
Reserves established by United for the pricing and experience rating of
the SHIP shall be subject to review by an AARP Trust consulting actuary.

8.2 RATE STABILIZATION FUND. To maximize rate stability, to fulfill
risk-sharing objectives and to protect the interests of SHIP Insureds,
a rate stabilization fund (the "RSF") like that referenced in Code
section 807(c)(6) shall be established and maintained in connection
with the SHIP Plans. On or about the Commencement Date, United will
accept transfer from Prudential of the funds comprising the then
existing rate stabilization fund for the health insurance plans under
the Existing Program, which funds will initially comprise the RSF.
United will seek to maintain the RSF Balance Percentage within (***)
of the target RSF Balance Percentage determined pursuant to Section
3.3.7(d) hereof. To the extent that the RSF Balance Percentage
exceeds the applicable target RSF Balance Percentage, United shall be
required to submit to AARP Trust recommendations for reducing the
excess through premium holidays for SHIP Insureds or by other means.

8.3 EXPERIENCE RATING. Periodically, but at least annually after the end
of each Policy Year, United shall determine the retrospective
experience rating for the SHIP (including any SHIP Policy reinsured by
United, in whole or in part) in accordance with this Section 8.3.

8.3.1 EXPERIENCE RATING DEFICIT. A Policy Year results in a deficit
if for such year the SHIP Gross Premiums are less than the sum
of (i) Retention, (ii) Incurred

Claims and (iii) Incurred Premium Refunds. Any such deficit
shall be charged to the RSF; provided, however, that in no
event shall the RSF Balance be less than zero. Any deficit not
chargeable to the RSF shall be treated as a deficit
carryforward (a "Deficit Carryforward") and credited to the
Deficit Carryforward Account.

8.3.2 EXPERIENCE RATING GAIN. A Policy Year results in a gain if for
such year and for such policy, the SHIP Gross Premiums exceed
the sum of (i) Incurred Claims, (ii) Retention and (iii)
Incurred Premium Refunds. Any portion of the gain up to
(***) of the gain shall be applied to reduce the Deficit
Carryforward Account balance (but not below zero). Any
remaining portion of the gain shall be credited to the RSF.

8.4 MONTHLY REVIEW AND INTERIM ADJUSTMENT. Following the end of each
month, United shall estimate, and report to AARP, the retrospective
experience rating for the SHIP Plans reflecting the experience through
the month just ended. United may from time to time make interim Policy
Year adjustments to the RSF following the same principles described in
Section 8.3 hereof.

8.5 ANNUAL REVIEW AND RECONCILIATION. Following the end of each Policy
Year, AARP Trust and United shall perform an annual review and
reconciliation of the RSF. The review process shall determine the
actual experience of the SHIP for the Policy Year. The reconciliation
process shall compare the actual experience for the Policy Year most
recently ended with the target experience for that year, taking into
account any interim policy year RSF adjustments described in Section
8.4 hereof, and make a final adjustment to the RSF in accordance with
the provisions of Section 8.3 hereof. The annual review and
reconciliation shall be completed by June 30 of the year following the
Policy Year.

8.6 DISPOSITION UPON TERMINATION. Upon termination of this Agreement,
United shall dispose of the RSF Balance and other SHIP related reserves
as provided in Section 10.4 or 10.5 hereof, as applicable.

ARTICLE 9
INTERACTION WITH OTHER GHIP VENDORS

9.1 GENERAL. Certain services necessary for the provision of the SHIP will
be provided by the Member Services Vendor and the Sales and Marketing
Vendor. To operate effectively within the GHIP business model, United
shall interact with such other GHIP Vendors, as more fully provided in
this Article 9. United's Representative shall act as the principal
liaison between United and the other GHIP Vendors.

9.2 MEMBER SERVICES VENDOR.

9.2.1 RESPONSIBILITIES. The Member Services Vendor generally will be
responsible for the following four primary functions with
respect to all SHIP Products:

(a) centralized billing and collection support for the
generation of individual and combined billing statements
for all SHIP Products and collection, allocation and
transfer of all funds received;

(b) enrollment processing for all SHIP Products (excluding
eligibility determination, which shall be the
responsibility of United);

(c) fulfillment of AARP requests for information regarding
SHIP Products, transmission of enrollment materials and
printing in support of billing and marketing activities;

(d) maintenance of a member call center to provide
centralized level one support to AARP members for all
SHIP Products; and

(e) a telemarketing program to cover telemarketing activities
for SHIP products.

9.2.2 AGREEMENT. Prior to the Commencement Date, United shall use
commercially reasonable efforts to enter into an agreement with
the Member Services Vendor in a form approved by AARP, which
approval shall not be unreasonably withheld, which shall govern
the relationship between United and the Member Services Vendor.
United shall provide AARP with a copy of the agreement
proposed to be entered into between it and the Member Services
Vendor not less than 20 Business Days prior to its proposed
execution date. AARP shall use commercially reasonable efforts
to provide comments on such proposed agreement to United within
15 Business Days of AARP's receipt thereof. The agreement
shall incorporate performance standards applicable to the
relationship between United and the Member Services Vendor
reasonably acceptable to AARP and United and insurance
requirements comparable to those applicable to United pursuant
to Section 13.6 hereof, and shall be consonant with existing
performance standards among AARP and the several GHIP Vendors.

9.3 SALES AND MARKETING VENDOR.

9.3.1 RESPONSIBILITIES. The Sales and Marketing Vendor generally
will be responsible for the following three primary functions
with respect to all SHIP Products:

(a) general analysis and planning for marketing;

(b) creative development of multimedia marketing materials; and

9.3.2 AGREEMENT. Prior to the Commencement Date, United shall use
commercially reasonable efforts to enter into an agreement with
the Sales and Marketing Vendor, in a form approved by AARP,
which shall govern the relationship between United and the
Sales and Marketing Vendor. United shall provide AARP with a
copy of the agreement proposed to be entered into between it
and the Sales and Marketing Vendor not less than 20 Business
Days prior to its proposed execution date. AARP shall use
commercially reasonable efforts to provide comments on such
proposed agreement to United within 15 Business Days of AARP's
receipt thereof. The agreement shall incorporate performance
standards applicable to the relationship between United and the
Sales and Marketing Vendor reasonably acceptable to AARP and
United and insurance requirements comparable to those
applicable to United pursuant to Section 13.6 hereof, and shall
be consonant with existing performance standards among AARP and
the several GHIP Vendors.

9.3.3 AARP APPROVAL RIGHTS. United and the Sales and Marketing
Vendor shall make available to AARP for AARP's review and
approval prior to distribution to AARP members all
communications pertaining to the SHIP. United, AARP and the
Sales and Marketing Vendor will cooperate in coordinating the
review of proposed communication materials so that any
applicable regulatory requirements and agreed-upon release
dates can be met.

9.4 VENDOR INTERACTION.

9.4.1 DEFAULTS BY OTHER GHIP VENDORS. Notwithstanding any other
provision hereof to the contrary, the failure of United timely
to perform any of its obligations hereunder as a result of the
failure or refusal of any other GHIP Vendor to perform its
obligations under any Associated Agreement shall not give rise
to a breach by United of its obligations hereunder and shall
not entitle AARP and AARP Trust to receive any damages from
United hereunder (including any penalty set forth in Section
6.2.5 hereof) or expose United to any financial penalty
hereunder.

9.4.2 ACCESS TO INFORMATION.

(a) The GHIP Vendors other than United shall have the right
to inspect and audit the Records maintained by United
pertaining to the Services and the SHIP (excluding
information contained in the Claims Databases (other than
paid claim data) which is and shall remain the property
of United as a more fully provided in Article 7 hereof)
which are material to the performance by any GHIP Vendor
of its obligations relating to the GHIP; provided,
however, that the foregoing rights to audit and inspect
shall not apply to any Records relating to the
compensation of United, provided that such Records are
subject to annual independent audit, a copy of which is
timely provided to the other GHIP Vendors.

(b) AARP shall cause the Associated Agreements between it and
each GHIP Vendor to grant United the right to inspect and
audit all Records maintained by any other GHIP Vendor
pertaining to the GHIP which are material to the
performance by United of its obligations hereunder
(including without limitation Records pertaining to
satisfaction of service standards or performance
standards); provided, however, that the foregoing rights
to inspect and audit shall not apply in respect of any
Records relating to the compensation of another GHIP
Vendor, provided that such Records are subject to annual
independent audit, a copy of which audit is timely
provided to United.

(c) The rights to inspect and audit granted to any person
pursuant to clauses (a) or (b) above shall be during
normal business hours, upon reasonable notice and
reasonable in scope, frequency and duration, and shall be
subject to confidentiality requirements comparable to
those of Section 7.6.2 hereof.

9.5 GOVERNANCE OF INTERVENDOR DISPUTES.

9.5.1 GENERAL. The GHIP Vendors shall in good faith attempt to
resolve any dispute or claim arising out of or relating to the
GHIP, including, but not limited to, the interpretation of
agreements between GHIP Vendors (for the purposes of this
section, individually, a "Program Agreement"). In order to
resolve matters that the parties are unable to resolve in the
ordinary course of business, each Program Agreement will
incorporate the provisions of this Section 9.5.

9.5.2 VENDOR REPRESENTATIVES. Resolution of all Program Issues is
the primary responsibility of the GHIP Vendors representatives
appointed from time to time (the "Representatives"). EXHIBIT
9.5.2 hereto, shall identify a Managing

Representative (the Managing Representative) for each GHIP
Vendor. Each of the foregoing shall have authority to bind his
principal in connection with the resolution of the Program
Issue. EXHIBIT 9.5.2 hereto shall be deemed modified to
reflect any changes in the Managing Representative of any GHIP
Vendor as to which such GHIP Vendor may notify the parties
hereto from time to time.

9.5.3 INFORMAL DISPUTE RESOLUTION. By entering into a Program
Agreement, each GHIP Vendor agrees that all disagreements,
claims, controversies or disputes not resolved in the ordinary
course of business arising in connection with or under the GHIP
or any Associated Agreement (individually, a "Program Issue"
and collectively, "Program Issues") shall be resolved in
accordance with the provisions of this Section 9.5 and subject
to the following principles:

(a) all Program Issues shall be resolved as informally and
expeditiously as possible giving greatest consideration
to the orderly and efficient operation of the GHIP;

(b) to the extent that any Program Issue involves a matter
that may have an adverse effect on the operation of the
SHIP (such portion of the Program Issue being hereinafter
referred to as an "Operational Issue"), each affected
GHIP Vendor shall use its best efforts to remedy the
Operational Issue on a first priority basis in a manner
which preserves the orderly and efficient operation of
the GHIP on an interim and permanent basis; and

(c) each affected GHIP Vendor shall promptly inform AARP,
United and the Member Services Vendor of the existence
and nature of any Program Issue, and shall consult with
AARP, AARP Trust and the Member Services Vendor (unless
the Member Services Vendor is an affected vendor with
respect to the Program Issue) regarding the status of the
Program Issue until the same is resolved.

9.5.4 MEDIATION.

(a) Any GHIP Vendor which determines that a Program Issue
exists shall promptly provide written notice of the
Program Issue to the Managing Representative of each
other GHIP Vendor who is reasonably likely to be affected
by the Program Issue, to AARP and to the Member Services
Vendor. The Representatives of the affected GHIP Vendors
who have experience in the functional area that is the
subject of the Program Issue shall meet promptly and use
commercially reasonable efforts to resolve the Program
Issue.

(b) Should the Representatives be unable to resolve the
Program Issue within ten days of the date notice is first
sent, the Program Issue shall be referred for resolution
to the Managing Representatives of the affected GHIP
Vendors.

(c) Should the Managing Representatives of the affected GHIP
Vendors be unable to resolve the Program Issue within the
next five days after the Program Issue is referred to
them, then any affected GHIP Vendor may elect by written
notice to each other affected GHIP Vendor to submit the
Program Issue to mediation in Washington, D.C. under the
CPR Model, except as expressly modified by the provisions
hereof. There shall be one mediator, who shall be
jointly selected by all the affected GHIP Vendors. In
the event the affected GHIP Vendors fail to agree on the
mediator within three days after the date notice is given
to all affected GHIP Vendors submitting the Program Issue
to mediation, the mediator shall be appointed by AARP. If
the mediator shall not have been appointed within five
days after the date notice is given to all affected GHIP
Vendors submitting the Program Issue to mediation, the
mediator shall be selected in accordance with the CPR
Model. The mediator shall be disinterested in the
subject matter of the Program Issue, shall have
appropriate qualifications and experience with respect to
mediation of business disputes, and shall possess
relevant industry expertise. The mediator shall attempt
to reconcile and mediate the positions of the affected
GHIP Vendors. If that effort does not result in
resolution of the Program Issue within ten days after the
selection of the mediator, the mediator shall render to
affected GHIP Vendors his written opinion and
recommendation for resolution within five days after the
matter was referred to mediation. If the Program Issue
has not been resolved pursuant to this clause (c) within
five days after receipt of the mediator's opinion and
recommendation, then the affected GHIP Vendors shall
submit the Program Issue to binding arbitration pursuant
to Section 9.5.5 below. Each affected GHIP Vendor shall
bear its own costs and expenses in connection with any
mediation pursuant to this Section 9.5.4. All costs and
attorneys fees incurred by the affected GHIP Vendors in
connection with any such mediation that are not
attributable to each affected GHIP Vendor individually
shall be shared equally by the affected GHIP Vendors, and
shall not be charged to the GHIP.

9.5.5 ARBITRATION.

(a) If the Program Issue has not been resolved in accordance
with Section 9.5.4(c) above within 45 days after the
dispute arises (or such

longer period as to which the parties to the dispute may
agree), then the Program Issue shall be submitted to
binding arbitration in Washington, D.C. pursuant to the
CPR Rules, except as expressly modified by the
provisions hereof. The arbitration shall be governed by
the United States Arbitration Act, 9 U.S.C. SECTIONS 1-16,
notwithstanding the choice of law provision in Section
14.4 hereof. There shall be one arbitrator, who shall be
jointly selected by all the affected GHIP Vendors. In
the event the affected GHIP Vendors fail to agree on the
arbitrator within ten days after the Program Issue is
submitted to arbitration, the arbitrator shall be
appointed by AARP. If an arbitrator shall not have been
selected within 15 days after the Program Issue is
submitted to arbitration, the arbitrator shall be
selected in accordance with the CPR Rules. The
arbitrator shall be disinterested in the subject matter
of the Program Issue, shall not have been employed or
engaged at any time within the last five years by any
party to the dispute, shall have appropriate
qualifications and experience with respect to arbitration
of business disputes and shall possess relevant industry
expertise. The decision of the arbitrator shall be based
upon Applicable Law, the relevant GHIP contracts and
reliable evidence in the record of the proceedings. The
prevailing GHIP Vendor in the arbitration shall be
entitled to recover all reasonable costs incurred by such
GHIP Vendor in connection with such arbitration
proceeding, including without limitation all reasonable
attorneys' fees. In the event the arbitrator reaches a
split decision, each affected GHIP Vendor shall bear its
own costs and attorneys' fees in connection with such
arbitration, and all costs and attorneys' fees incurred
by the affected GHIP Vendors that are not attributable to
each affected GHIP Vendor shall be shared equally by the
affected GHIP Vendors.

(b) The decision of the arbitrator shall be final, conclusive
and binding upon the GHIP Vendors. Judgment may be
entered on the arbitrator's award in any court of
competent jurisdiction.

(c) The parties recognize that damages at law would not be an
adequate remedy for the breach of many provisions of the
Agreement and that prompt, equitable relief, prohibitory
or mandatory, may be appropriate in many circumstances.
In the event of any arbitration arising out of or
relating to this Agreement or the Contract Documents, the
arbitrator is encouraged to take account of this
recognition and seek to fashion appropriate relief when
the circumstances warrant.

(d) The parties hereto consent to personal jurisdiction over
them in the federal courts of the District of Columbia in
connection with any application to

compel arbitration pursuant to this Section 9.5.5 or for
the entry of judgment upon any arbitration award.
Service of process upon any party shall be sufficient if
made in accordance with the laws of the District of
Columbia or in accordance with the notice provision of
Section 14.5 hereof.

(e) In no event shall the arbitrators in any arbitration
pursuant to this Section 9.5 be authorized (i) to award
any punitive damages or (ii) to award consequential or
special damages in excess of $35 million in the aggregate
(or such lower amount as to which the parties may agree).

9.5.6 MISCELLANEOUS.

(a) The GHIP Vendors shall continue to perform all of their
respective obligations under this Agreement and the
Program Agreements pending the final resolution of any
Program Issue, including, without limitation, during the
pendency of any mediation pursuant to Section 9.5.4(c)
hereof or any arbitration pursuant to Section 9.5.5
hereof.

(b) By mutual written agreement, the GHIP Vendors may extend
any applicable time period or waive all or any procedures
or proceedings required under Section 9.5.4(c) hereof and
commence arbitration pursuant to Section 9.5.5 hereof.

9.6 TERMINATION OF OTHER GHIP VENDORS. AARP and AARP Trust shall notify
United as soon as reasonably possible of the termination or proposed
termination of any GHIP Vendor other than United. Upon such
termination United may recover its reasonably incurred and documented
costs arising directly from such termination and the substitution of
any successor vendor as Pass-Through Expenses pursuant to the annual
budgeting process as described in Article 3 hereof. In addition, at
the request of United, AARP and AARP Trust will review any performance
standard applicable to United affected by such termination, and will
not unreasonably withhold their consent to any change thereto proposed
by United.

9.7 COMPENSATION OF OTHER GHIP VENDORS.

9.7.1 VENDOR OPERATING EXPENSES. Vendor Operating Expenses shall be
payable out of SHIP Gross Premiums to the parties entitled
thereto during the Policy Year in which such Vendor Operating
Expenses are incurred.

9.7.2 VENDOR PASS-THROUGH EXPENSES. Vendor Pass-Through Expenses
shall be payable out of SHIP Gross Premiums to the parties
entitled thereto; provided,

however, that if the RSF Balance Percentage equals or exceeds
(***), Vendor Pass-Through Expenses shall be payable during the
Policy Year in which such Vendor Pass-Through Expenses are
incurred. If the RSF Balance Percentage is less than (***) and
the parties agree that charging the Vendor Pass-Through Expenses
in a single Policy Year will have a materially adverse effect on
the SHIP or the RSF, then the specific Vendor Pass-Through
Expenses shall be capitalized over a period of time determined by
the parties. Any such Vendor Pass-Through Expenses together with
interest at the Amortization Interest Rate, shall be charged over
the specified term in equal annual installments.

ARTICLE 10
TERM AND TERMINATION

10.1 TERM. The term of this Agreement shall commence on the date hereof
and shall continue until December 31, 2007. Not later than December
31, 2005, the parties shall notify one another as to whether they
intend to enter into negotiations with a view to extending the term of
this Agreement, entering into a new agreement providing for the
continued provision of the SHIP and related Services by United, or
terminating this Agreement.

10.2 TERMINATION. Anything herein to the contrary notwithstanding, this
Agreement may be terminated prior to the time set forth in Section 10.1
above for any of the following reasons:

(a) by mutual agreement of the parties;

(b) by AARP or AARP Trust with respect to United or by United with
respect to AARP or AARP Trust if the nonterminating party
becomes insolvent, assigns all or any part of its assets for
the benefit of creditors, or upon the filing of any petition in
bankruptcy, voluntarily or involuntarily;

(c) by AARP or AARP Trust with respect to United or by United with
respect to AARP or AARP Trust if the nonterminating party is in
material breach of its obligations under this Agreement and if
such breach continues for more than 90 days following the
breaching party's receipt of a written request for cure from
the nonbreaching party (for purposes of this Section 10.2(c),
United's elimination of any material provision of the SHIP or
the Services or change in any provision of the SHIP or the
Services that materially reduces the appropriateness thereof
for SHIP Insureds shall constitute a material breach, unless
consented to by AARP and AARP Trust, which consent shall not be

unreasonably withheld respecting any matter required by
Applicable Law); provided, however, that if the nonbreaching
party reasonably determines that the breaching party is taking
its best efforts to cure the breach, then the breaching party
shall be entitled to an additional 90 days within which to
effectuate such cure;

(d) by AARP or AARP Trust with respect to United or by United with
respect to AARP or AARP Trust if the nonterminating party is in
material breach of its obligations under any Associated
Agreement to which it is a party and if such breach continues
for more than 90 days following the breaching party's receipt
of a written request for cure from a nonbreaching party to such
Associated Agreement or AARP; provided, however, that if the
nonbreaching party reasonably determines that the breaching
party is taking its best efforts to cure the breach, then the
breaching party shall be entitled to an additional 90 days
within which to effectuate such cure;

(e) by any party pursuant to and as provided in Section 14.1.3
following the occurrence of an Event of Force Majeure;

(f) by AARP or AARP Trust if, in AARP's reasonable judgment, United
(i) acts in a way materially adverse to the preservation and
promotion of goodwill towards AARP and AARP Trust, or (ii)
materially fails to employ such commercial and professional
standards as will assist AARP in its goals of advancing the
education, well being and social welfare of its members and
older persons generally, and such failures continues for more
than 90 days following the receipt by United of a written
request for cure from AARP; provided, however, that if AARP
reasonably determines that United is taking its best efforts to
cure the breach, then United shall be entitled to an additional
90 days within which to effectuate such cure;

(g) by AARP or AARP Trust if United experiences a material adverse
change in its financial condition, which will be deemed to have
occurred if United's rating is downgraded below the minimum
acceptable levels established in EXHIBIT 5.1.9 hereto by both
of the two rating agencies identified therein; provided,
however, that the parties shall work to develop a plan which
satisfactorily addresses any issues related to the downgrade
and United shall have 180 days in which to effect such plan, at
the end of which period if AARP reasonably determines that
United has not satisfactorily effected such plan AARP can
terminate this Agreement upon 90 days' notice to United;

(h) by AARP or AARP Trust if United fails to consent to any
material inter-vendor interaction standards proposed by AARP
under this Agreement (or

any of the Associated Agreements) and such failures continues
for more than 90 days following United's receipt of a written
request for cure from AARP; and provided, however, that if AARP
reasonably determines that United is taking its best efforts to
cure the breach, then United shall be entitled to an additional
90 days within which to effectuate such cure; and

(i) by United as provided in Section 3.10 hereof, such termination
to be effective on the later of (i) the start of the next
Policy Year, or (ii) 180 days after the final actuarial
determination pursuant to Section 3.10 hereof.

10.3 NOTICES AND EFFORTS TO CURE. Each party shall promptly notify the
other in writing of the occurrence of any of the events described in
Section 10.2 hereof affecting it. Upon any party's receipt of a
request for cure from any other party hereto as provided in Section
10.2 above, the breaching party shall use its best efforts to cure the
breach described in such notification.

10.4 TERMINATION WITH SUCCESSOR CARRIER. The parties shall have the rights
and obligations set forth in this Section 10.4 if this Agreement is
terminated and AARP and AARP Trust elect to continue to make the SHIP
available through a successor carrier.

10.4.1 TRANSFER OF SHIP PLANS. United shall transfer to any successor
carrier the SHIP Plans in effect as of the date of termination
of this Agreement. In connection therewith, United shall enter
into commercially reasonable assumption and/or indemnity
reinsurance agreements and any related administrative
agreements with the successor carrier as reasonably directed by
AARP.

10.4.2 CLAIMS LIABILITY. AARP and AARP Trust will cause any successor
carrier to accept liability (or proportional liability as
applicable) from United for all of its insurance and related
administrative obligations arising out of the SHIP (whether
arising before or after the date of termination) and for
related costs including reasonable legal fees and expenses;
provided, however, that in no event shall the successor carrier
be obligated to assume any extra-contractual liability of
United. AARP and AARP Trust will cause the successor carrier
to administer payment of claims in accordance with standards at
least equal to United's policies and practices then in effect
in administering claims under the SHIP. Notwithstanding the
foregoing, by notice to AARP and AARP Trust, United may elect
to retain liability for and handle any specific claim itself,
in which case AARP and AARP Trust will cause the successor
carrier to transmit to United all information and forms in its
possession pertaining to such claims. United will notify AARP
and AARP Trust of the amount of any payments made by it in
handling and settling any such claim or claims it elects to
handle and AARP and AARP Trust will forthwith cause United to
be reimbursed for the

amount so paid plus the amount of any expenses reasonably
incurred by United in connection with the payment (including
attorneys' fees and litigation costs). United shall indemnify
and hold AARP, AARP Trust and the successor carrier harmless
from any costs, expenses and liabilities arising out of
United's own handling of any such claims (except for liability
arising, directly or indirectly, out of the gross negligence or
willful misconduct of AARP or AARP Trust or the negligence or
willful misconduct of the successor carrier).

10.4.3 TRANSFER OF RESERVES.

10.4.3.1 TRANSFER OF RESERVES. On the termination date of
this Agreement, United shall transfer to the
successor carrier premium receivables relating to
the SHIP plus cash the sum of which shall be equal
to an estimate of the reserves and liabilities
attributable to the SHIP. Determination of the
premium receivables and the reserves and liabilities
including the RSF Balance shall be on a basis
consistent with the principles and practices used by
United in experience rating of the SHIP.

10.4.3.2 PROVISIONAL SETTLEMENT. On the date 180 days
following the termination date of this Agreement,
United shall prepare a provisional settlement in a
manner consistent with Section 8.5 hereof. The
provisional settlement shall include United's
charges for Termination Costs incurred by United
through the termination date. On the date of the
provisional settlement, (i) if such determination
shows that the reserves and liabilities less premium
receivables are in excess of the cash transferred by
United on the date of termination, United shall
immediately pay the difference to the successor
carrier, or (ii) if such determination shows that
the amount of cash transferred by United on the date
of termination was in excess of the reserves and
liabilities less premium receivables, the successor
carrier shall immediately pay the difference to
United. In either event, any amount so owning to
any party hereto shall include interest on such
amount calculated from the date of termination to
the date of payment at the True-Up Interest Rate.

10.4.3.3 FINAL SETTLEMENT. On the date 18 months after the
termination date of this Agreement, United shall
make a proposed final determination of such premium
receivables reserves and liabilities attributable to
the SHIP as of the date of termination. Such
determination shall be deemed to be final and
conclusive unless

AARP Trust disputes such determination by giving
United notice of such dispute within 30 days after
AARP Trust receives such determination from United.
If AARP Trust so disputes such determination, and
the parties are unable to resolve such dispute
within 30 days after notice thereof is delivered to
United, the parties will refer such dispute to an
actuarial consulting firm mutually acceptable to the
parties (the "Actuarial Consulting Firm"). Within
such time, the parties will instruct the Actuarial
Consulting Firm to resolve such dispute and provide
AARP and United written findings with respect
thereto not more than 45 days after the Actuarial
Consulting Firm receives such instruction. On the
date the determination referred to in this
subsection becomes final and conclusive (whether
because there was no dispute or because the dispute
was resolved), (i) if such final and conclusive
determination shows that the amount of the reserves
and liabilities less the premium receivables is in
excess of the corresponding amount determined for
the provisional settlement, United shall immediately
pay the difference to the successor carrier, or (ii)
if such final and conclusive determination shows
that the amount of reserves and liabilities less
premium receivables determined for the provisional
settlement was in excess of the amount of the
reserves and liabilities less premium receivables in
the final determination, the successor carrier shall
immediately pay the difference to United. In either
event, any amount so owing to any party hereto shall
include interest on such amount calculated from the
date of termination to the date of payment at the
True-Up Interest Rate.

10.4.3.4 UNSCHEDULED TERMINATION. If this Agreement
terminates on a date other than that set forth in
Section 10.1 hereof, the cash to be transferred by
United on the termination date pursuant to Section
10.4.3.1 hereof shall be adjusted by adding the
difference (whether positive or negative) between
(i) United's realizable fair market value of the
invested assets of the SHIP Portfolio, and (ii)
United's statutory carrying value (determined
without consideration of statutory unrealized
capital gains or losses) of such assets as of the
termination date (such difference is "Portfolio
Capital Gain/Loss"). The determination of amounts
to be paid pursuant to Sections 10.4.3.2 and
10.4.3.3 hereof shall be adjusted by adding to the
amount of reserves less premium receivables
determined on the provisional settlement date and
the final settlement date, respectively, the amount
of the Portfolio Capital Gain/Loss determined on
those respective dates. For this purpose,

the initial estimate of the Portfolio Capital
Gain/Loss shall be subject to true-up. AARP may
require United to use a different method to effect
the transfer, including a method involving the
transfer of the invested assets of the SHIP
Portfolio to the successor carrier in lieu of cash,
provided that the method results in the transfer of
an equivalent value by United to the successor
carrier.

10.4.3.5 VENDOR EXPENSES. All transfers determined pursuant
to this Section 10.4.3 shall be based on the
presumption that any change in the amount of Vendor
Operating Expenses or Vendor Pass-Through Expenses
from the amount used in determining the transfer
pursuant to Section 10.4.3.1 hereof has been paid
to, or by, United. If such change has not resulted
in a payment to, or by, United, appropriate
adjustments shall be made to the determination of
this Section 10.4.3 hereof properly to reflect the
actual cash flows.

10.4.3.6 BENEFITS EXPECTATION. The determination of reserves
pursuant to this Section 10.4.3 shall be based on
the expected benefits resulting from the use of
United's provider contracts and networks. Any
increase in the expected level of benefits resulting
from the unavailability of those networks to AARP
members due to termination of this Agreement shall
not be considered in the determinations made
pursuant to this Section 10.4.3.

10.4.3.7 REQUIRED RSF BALANCE. Except as otherwise provided
by this Agreement or otherwise agreed to by the
parties, following final settlement pursuant to
Section 10.4.3.3 hereof, United shall have no claim
for any remaining balance in the Deficit
Carryforward Account against AARP, AARP Trust,
AARP's members, any successor to United as
underwriter of the SHIP or any subsidiary or
affiliate of any of the foregoing. (***)

MINIMUM
POLICY YEAR RSF BALANCE
OF TERMINATION REQUIREMENT
-------------- -----------

(***)

10.4.4 PERMITTED PARTIAL TRANSFERS. In no event shall AARP or AARP
Trust effectuate a partial transfer of the SHIP to any
successor carrier if as a result thereof United would be
required to retain a material portion but less than all of the
insured risk within any single product line of the SHIP.

10.4.5 TRANSFER OF DATABASES. United shall transfer to the successor
carrier, at no cost, all Claims Databases then in its
possession or control (scrubbed and cleaned, in
computer-readable format), the documentation related thereto
and specified in Section 3.2.7 (b) above, and all other Records
provided to United pursuant to this Agreement in printed or
computer-readable form; provided, however, that United shall be
entitled to retain such information contained in the Claims
Databases as set forth in Section 7.3 hereof.

10.4.6 TRANSFER OF APPLICATIONS SYSTEMS. United shall transfer to the
successor carrier, at no cost, all applications systems and
related Records pertaining to or used in connection with the
SHIP or the Services, except the Proprietary Systems and those
systems, if any, which AARP has previously agreed in writing as
being excluded systems. United shall grant the successor vendor
a perpetual license, on commercially reasonable terms, to
utilize all Proprietary Software to the extent reasonably
required for the continued performance of the Services,
including the operation of the SHIP Databases and related
applications systems software. United shall cause all
purchased software required for the continued performances of
the Services and provision of the SHIP, including the operation
of the SHIP Databases and related applications systems
software, either to be the licensed to the successor vendor on
a perpetual, royalty-free basis, or will purchase and transfer
to the successor vendor at no cost replacement software
reasonably satisfactory to the successor vendor.

10.4.7 TRANSFER OF DEVELOPED SYSTEMS. United shall transfer to the
successor carrier, at no cost, all of United's right, title and
interest in and to the Developed Systems; provided, however,
that United shall retain a nonexclusive, perpetual,
royalty-free, nonassignable license to use the Developed
Systems.

10.4.8 OBLIGATIONS OF UNITED PRIOR TO TERMINATION. United shall use
its best efforts to assist in the transfer to the successor
carrier contemplated under this Section 10.4 and shall not take
any action inconsistent with its obligations under this Section
10.4 or which could reasonably be expected to hinder or delay
the transfer. In furtherance and not in limitation of the
foregoing, after notice of termination has been received and
prior to the effective date of the termination, United shall
(i) dedicate, without additional compensation, appropriate and
sufficient management and other personnel to assist AARP and
the successor carrier in the transfer (including attending
meetings, providing necessary information and performing other
necessary acts and services), (ii) confer with and provide
access to AARP and the successor carrier in order to permit
such successor carrier to analyze the Services and SHIP and
on-going operations related thereto and to develop procedures
for the transfer of the Services and SHIP as contemplated under
this Section 10.4 and (iii) undertake commercially reasonable
efforts, as promptly as reasonably possible following the
request of AARP, to enter into such other agreements as
contemplated by this Section 10.4 with the successor carrier as
reasonably directed by AARP and reasonably acceptable to United
to authorize the successor carrier to manage the SHIP and
related Services and otherwise to effectuate a smooth transfer
of the SHIP to the successor carrier.

10.4.9 COOPERATION. For a period of 18 months after the termination
of this Agreement, United shall (i) cooperate fully in an
orderly transfer of the SHIP, the Services, the Databases then
in its possession, the application systems related thereto and
all other SHIP-related assets to the successor carrier, (ii)
refer to the successor carrier as promptly as practicable any
telephone calls, letters, orders, notices, requests, inquiries
and other communications relating to the SHIP and (iii) from
time to time, upon AARP's written request, execute, acknowledge
and deliver such further documents, instruments or assurances
and take such other action as AARP may reasonably request to
move, assign, convey and transfer any of the assets,
properties, rights or claims of the assets being transferred to
such successor carrier and assist in the vesting, collection or
reduction to possession of such assets, properties, rights and
claims.

10.4.10 REMOVAL OF CERTAIN UNITED MARKS. At the request of AARP,
United shall remove or cause to removed all United Marks from
all computer systems that cause the United Marks to be printed
or displayed in any medium pertaining to the GHIP.

10.5 TERMINATION WITHOUT SUCCESSOR CARRIER. The parties shall have the
rights and obligations set forth in this Section 10.5 if this Agreement
is terminated and AARP Trust elects not to continue to make the SHIP
available through a successor carrier.

10.5.1 RSF BALANCE. Following termination hereof pursuant to this
Section 10.5, United shall retain any RSF Balance for use in
connection with providing continued SHIP coverage. AARP, AARP
Trust and their authorized representatives may, for a period of
three years, inspect and audit all information in United's
possession reasonably necessary to ensure United's compliance
under this Section. Such access shall be reasonable in scope
and duration and, to the extent possible, shall be via
electronic data transfer.

10.5.2 PAYMENT. United shall pay AARP, for a period of three years
following the date of termination, an amount equal to three
percent of the gross premium revenues earned by United for each
such year, from persons insured under SHIP Plans as of the date
of termination; provided, however, that any such amount shall
be payable only if the RSF Balance (or successor reserve
account balance) at the end of the relevant year exceeds four
percent of such gross premium revenues for such year, and then
only to the extent that the payment of the royalty to AARP
would not decrease the RSF Balance (or successor reserve
account balance) to less than four percent of such gross
premium revenues for such year.

10.5.3 RATE ACTIVITY. Following termination under this Section 10.5,
United shall continue timely to notify AARP and AARP Trust as
to changes in the premiums for the SHIP Plans and other rate
related activity.

10.5.4 SALE PROHIBITED. Following termination, under this Section
10.5, United shall give AARP 90 days' prior notice of any
proposed transfer of all or any portion of the SHIP business to
another party other than through ordinary course coinsurance,
indemnity reinsurance or stop loss reinsurance arrangements.
Following termination, United may not sell or otherwise
transfer all or any portion of the SHIP business to another
party without the prior approval of AARP (which approval shall
not be unreasonably withheld) except to an insurer whose
ratings equal or exceed the corresponding ratings of United (i)
as of the date hereof set forth in EXHIBIT 5.1.9 hereto or (ii)
as of the date of such transfer, if lower.

10.5.5 PROVISIONAL AND FINAL SETTLEMENT. United shall prepare a final
accounting for the last full Policy Year, and any subsequent
partial Policy Year prior to termination, and shall deliver
such accounting to AARP not less than 18 months following the
termination of this Agreement. A provisional settlement shall
be made by making the requisite calculations under Article 8
hereof for the last Policy Year of this Agreement (or any
extension thereof) within six months after the end of such
Policy Year, and completing the RSF credit or withdrawal, as
the case may be, resulting therefrom. Within 18 months

following the termination of this Agreement, appropriate
adjustments shall be made to the RSF and a final settlement
made for the last Policy Year of this Agreement (or any
extension hereof).

10.6 RIGHTS AND OBLIGATIONS OF PARTIES UPON TERMINATION. Upon the
termination of this Agreement for any reason, the parties shall have
the rights and obligations set forth in this Section 10.6.

10.6.1 TERMINATION COSTS. United shall be entitled to recover its
Termination Costs as part of the final settlement pursuant to
Section 10.6.2 hereof; provided, however, that United shall not
be entitled to recover its Termination Costs (other than any
losses realized on liquidation of the SHIP Portfolio and any
Taxes payable by United with regard to the SHIP in respect of
the period ending upon the termination date of this Agreement)
if AARP or AARP Trust terminates this Agreement as a result of
a breach by United of its obligations hereunder and an
arbitrator confirms that such termination was permitted by this
Agreement except to the extent that such Costs exceed (***).

10.6.2 POST-TERMINATION REPORTS. Until United has delivered the final
accounting required pursuant to Section 10.6.2 hereof,
completed the processing and disposition of all claims for
which United retains liability following the date of
termination and paid all amounts due to AARP pursuant to
Section 10.5.2 hereof, United shall continue to provide all of
the reports that would be required to be provided pursuant to
Section 3.2.8 hereof, and AARP and AARP Trust shall continue to
have the audit and inspection rights accorded thereto pursuant
to Section 3.2.9 hereof, as if such termination had not
occurred.

10.6.3 DISPOSITION OF EMPLOYEES. United shall be compensated for all
employment related expenses arising from the termination of
this Agreement and the termination of United's employees
engaged primarily in its AARP operations, including but not
limited to COBRA, long term disability, short term disability
and severance; provided, however, that United shall not be
entitled to receive any compensation in respect of any United
employee who is offered employment by any successor employer.

ARTICLE 11
DISPUTE RESOLUTION

11.1 INFORMAL PROCEDURES. United shall follow the procedure described in
this Section 11.1 (the "Resolution Procedure") to remedy any material
failure by United to meet applicable standards set forth in the
Contract Documents or to remedy the objections of AARP or

AARP Trust to United's performance of the Services or provision of the
SHIP. The Resolution Procedure shall include United's design and
implementation of a plan, satisfactory to AARP, to reach a standard or
to remedy an objection, in as timely a manner as possible, and shall
also include the utilization of the resources reasonably needed to meet
the standard or to remedy an objection. United may suggest for
consideration by AARP and/or AARP Trust the amendment of a standard or
a timetable for meeting a standard or remedying an objection. Should
United and AARP or AARP Trust, as applicable, fail to agree on the
course of action necessary to meet or modify a standard or to remedy an
objection, the Resolution Procedure requires the retention by and at
the expense of United of a neutral expert, acceptable to AARP, to
recommend a range of options to achieve the standard or remedy the
objection. Notwithstanding any other provision hereof, the Resolution
Procedure shall not obligate United to (i) assume or undertake any
responsibilities or obligations assigned to any other GHIP Vendor
pursuant to any Associated Agreement or otherwise, (ii) incur
substantial out-of-pocket expenses, (iii) incur substantial
indebtedness or (iv) except as expressly provided herein, institute
litigation or consent generally to service of process in any
jurisdiction.

11.2 FORMAL PROCEDURES. Any dispute arising out of or relating to this
Agreement, any other Contract Document or the GHIP including, but not
limited to, the interpretation, validity or breach thereof that is not
resolved pursuant to the Resolution Procedure shall be resolved in
accordance with the procedures set forth in this Article 11.

11.2.1 MEDIATION. If the parties are unable to resolve a dispute or
claim pursuant to the Resolution Procedure within thirty 30
days after the dispute arises (or such longer period as to
which the parties may agree) the parties shall attempt in good
faith to resolve the dispute by mediation pursuant to the CPR
Model. If the parties are unable to agree on a mediator, the
mediator shall be selected pursuant to the CPR Rules.

11.2.2 ARBITRATION. If the dispute or claim has not been resolved by
mediation within 30 days of the initiation thereof, the dispute
shall be resolved by binding arbitration conducted in
Washington, D.C. by a single arbitrator pursuant to the CPR
Rules or such other rules as mutually agreed upon by the
parties. The arbitrator shall be disinterested in the subject
matter of the dispute, shall not have been employed at any time
within the past five years by AARP, AARP Trust or United, shall
have appropriate qualifications and experience with respect to
arbitration of business disputes and shall possess relevant
industry expertise. The arbitration shall be governed by the
United States Arbitration Act, 9 U.S.C. SECTIONS 1-16.
Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.

11.3 COSTS AND FEES. Each party shall bear its own costs and attorneys'
fees incurred in connection with mediation or arbitration.

11.4 SPECIFIC PERFORMANCE. The parties recognize that damages at law would
not be an adequate remedy for the breach of many provisions of the
Agreement and that prompt, equitable relief, prohibitory or mandatory,
may be appropriate in many circumstances. In the event of any
arbitration arising out of or relating to this Agreement or the
Contract Documents, the arbitrators are encouraged to take account of
this recognition and seek to fashion appropriate relief when the
circumstances warrant. When consistent herewith and in the best
interests of the AARP members and GHIP participants, the arbitrators
may fashion equitable relief in a manner that directly addresses a
breach, but allows for the continuation of this Agreement.

11.5 JURISDICTION. The parties hereto consent to personal jurisdiction over
them in the federal courts of the District of Columbia in connection
with any application to compel arbitration pursuant to this Article 11
or for the entry of judgment upon any arbitration award. Service of
process upon any party shall be sufficient if made in accordance with
the laws of the District of Columbia or in accordance with the notice
provision of Section 14.5 hereof.

11.6 LIABILITY LIMITATION. In no event shall the arbitrators in any
arbitration pursuant to Section 11.2.2 hereof be authorized to award
any punitive damages or to award consequential or special damages in
excess of $35 million in the aggregate.

ARTICLE 12
RELATIONSHIP OF THE PARTIES

12.1 INDEPENDENT CONTRACTORS. The parties hereto are independent
contractors and are not joint venturers or partners. Neither AARP and
AARP Trust nor United are now, nor shall they become or be considered
as, principal or agent of the other in connection with the provisions
of the SHIP or the performance of the related Services by United
hereunder. United does not have, nor will it become or be considered to
have, an ownership interest in AARP or AARP Trust. AARP and AARP Trust
do not, nor will they become or be considered to have, an ownership
interest in the SHIP or United (except that AARP is, and shall be, the
sole and exclusive owner of the AARP Name), and AARP and AARP Trust
shall not be liable or responsible in any such capacity or capacities.
AARP and AARP Trust are not, nor will they become or be considered to
be, providers of insurance services. Accordingly, AARP, AARP Trust and
United shall at no time and in no medium or manner state or imply that
(i) United is the agent of AARP or AARP Trust, (ii) AARP or AARP Trust
is the agent of United, (iii) AARP or AARP Trust has any

such ownership interest in United or the SHIP or (iv) United has an
ownership interest in AARP or AARP Trust.

12.2 NOT LEGAL REPRESENTATIVES.

12.2.1 UNITED. United is not and shall not be the legal
representative, agent, partner or joint venturer of AARP or
AARP Trust and does not and shall not have any authority to
enter into, amend, modify, terminate, settle, compromise or
otherwise deal with any agreements or disputes on behalf of
AARP or AARP Trust. All agreements, whether written or oral,
express or implied, entered into by United in connection with
performance of the Services and the provision of the SHIP shall
not in any way bind or purport to bind AARP or AARP Trust or
any of their respective properties.

12.2.2 AARP AND AARP TRUST. Neither AARP nor AARP Trust is or shall
be the legal representative, agent, partner or joint venture of
United, and AARP and AARP Trust do not and shall not have any
authority to enter into, amend, modify, terminate, settle,
compromise or otherwise deal with any agreements or disputes on
behalf of United. All agreements, whether written or oral,
express or implied, entered into by AARP and/or AARP Trust in
connection with the GHIP shall not in any way bind or purport
to bind United or any of United's properties.

ARTICLE 13
INDEMNIFICATION

13.1 INDEMNIFICATION BY UNITED. United shall, at its own expense, defend,
hold harmless and indemnify AARP, AARP Trust and each of their
respective parents, subsidiaries, affiliates, officers, directors,
trustees, employees, members, independent contractors and agents
(provided they are acting in the course of their duties with respect to
the foregoing) (each an "AARP Indemnified Party") from and against any
claims, damages (including consequential and punitive damages),
judgments, awards, settlements (consented to by United), costs and
expenses (including reasonable fees and expenses of counsel, subject to
the procedures and limitations contained in Sections 13.3 and 13.4
hereof), arising, directly or indirectly, from (i) the misuse by United
or any of its parents, subsidiaries, affiliates, officers, directors,
employees or agents of information provided by AARP or AARP Trust to
United, including but not limited to information concerning AARP
members and marketing and advertising materials concerning the SHIP,
(ii) the breach, negligence or willful misconduct by United with
respect to its obligations under this Agreement and the other Contract
Documents or under any Associated Agreement to which United is a party,
(iii) United's subcontracting any part

or all of the Services or the SHIP under Section 3.5.2 hereof, or
arising out of any other agreement between United and any other party
relating to the Services or the SHIP, (iv) any claim pertaining to the
terms of employment and benefits which are offered by United to any
person pursuant to Section 3.1.3(b)-(c) hereof, and (v) any other
matter arising out of the performance by United of the Services or
provision of the SHIP hereunder; except in each of the cases referred
to in the preceding clauses (i) through (v) to the extent that
liability therefor arises out of the negligence or willful misconduct
of an AARP Indemnified Party or (B) the action or inaction of United
(other than as relates to any insurance regulatory matter) taken at the
express direction of AARP or AARP Trust. Notwithstanding the foregoing,
to the extent United becomes subject to an indemnification obligation
under clause (i) or (v) above other than as a result of the negligence
or willful misconduct of a United Indemnified Party, its resulting
indemnification costs (including reasonable fees and expenses of
counsel) may be reimbursed through a charge made in the retrospective
experience rating for the SHIP pursuant to Section 8.3 hereof for the
Policy Year in which the obligation is incurred. Furthermore, if a
claim is asserted against United of the nature subject to
indemnification under the preceding clause (iv) for which United is
adjudicated not to be liable, then United may be reimbursed for its
costs of defending such claim (including reasonable fees and expenses
of counsel) through a charge made in the retrospective experience
rating for the SHIP pursuant to Section 8.3 hereof for the Policy Year
in which the obligation is incurred.

13.2 INDEMNIFICATION BY AARP. AARP shall, at its own expense, defend, hold
harmless and indemnify United and each of its parents, subsidiaries,
affiliates, officers, directors, employees and agents (provided they
are acting in the course of their duties to the foregoing) (each a
"United Indemnified Party") from and against any claims, damages
(including consequential and punitive damages), judgments, awards,
settlements (consented to by AARP), costs and expenses (including
reasonable fees and expenses of counsel subject to the procedures and
limitations contained in Sections 13.3 and 13.4 hereof), arising,
directly or indirectly, from (i) the misuse by AARP or AARP Trust or
any of their respective parents, subsidiaries, affiliates, officers,
directors, employees or agents of information provided by United to
AARP or AARP Trust, including but not limited to marketing and
advertising materials relating to the SHIP for purposes other than as
contemplated by this Agreement or any contract document, and (ii) the
breach, gross negligence or willful misconduct by AARP or AARP Trust
with respect to their respective obligations under this Agreement and
the other Contract Documents; except in each of the preceding clauses
(i) and (ii) to the extent that liability therefor arises out of (A)
the negligence or willful misconduct of a United Indemnified Party or
(B) the action or inaction of AARP or AARP Trust taken at the express
direction of United.

13.3 NOTICE; DEFENSE OF CLAIM. An indemnified party shall promptly notify
the indemnifying party in writing following the time the indemnified
party shall receive notice of any

claims occurring for which indemnification is sought. The indemnifying
party shall assume on behalf of the indemnified party and conduct with
due diligence and in good faith the defense thereof with counsel
reasonably satisfactory to the indemnified party; provided, that the
indemnified party shall have the right to be represented therein by
counsel of its own selection and at its own expense; and provided
further, that if the defendants in any such action include both the
indemnifying party and the indemnified party and the indemnified party
shall have reasonably concluded that there may be legal defenses
available to it which are different from or additional to, or
inconsistent with, those available to the indemnifying party, the
indemnified party shall have the right to select separate counsel to
participate in the defense of such action on its own behalf at the
indemnifying party's expense. The indemnifying party shall not agree
to settle any matter without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld.

13.4 FAILURE TO DEFEND ACTION. If any claim, action, proceeding or
investigation arises s to which the indemnity provided for in Sections
13.1 or 13.2 hereof may apply, nd the indemnifying party fails to
assume the defense of such claims within 30 days, hen the indemnified
party may at the indemnifying party's expense contest such laim;
provided, that no such contest need be made and settlement in full
payment of ny such claim may be made without the indemnifying party's
consent (with the ndemnifying party remaining obligated to indemnify
the indemnified party under ection 13.1 or 13.2 hereof) if, in the
written opinion of the indemnified party's utside counsel, such claim
is meritorious.

13.5 SURVIVAL OF INDEMNITIES. The obligations of the parties to indemnify
each other and other persons identified in this Agreement shall survive
the termination of this Agreement for a period of two years.

13.6 INSURANCE.

(a) United shall maintain professional (errors and omissions)
liability insurance, standard commercial general liability
insurance (or a combination of commercial general liability
insurance and excess liability insurance) including contractual
liability, and crime/fidelity insurance, with insurance
companies rated at least A-1X by A.M. Best. Such insurance
shall contain at least the minimum limits and deductibles or
retentions as reasonably necessary for United to meet the most
stringent coverage requirements applicable to it under any
Associated Agreement to which it is a party. Except as
expressly provided in paragraph (b) below, the premiums for all
such insurance coverage shall constitute Pass-Through Expenses.

(b) United shall be able to charge as Pass-Through Expenses any
unreimbursed expenses which are within the deductibles or
retention of either its insurance

policies delineated in Section 13.6(a) above or those of any
other GHIP Vendor, subject to a maximum to be agreed by United,
AARP, AARP Trust, the Member Services Vendor and the Sales and
Marketing Vendor, provided, however, that United shall not be
able to charge as a Pass-Through Expense any (i) liabilities
for which United provides indemnification under Section 13.1
hereof, or (ii) insurance premiums for insurance pertaining to
such liabilities as referred to in the preceding (i), all of
which shall be at the sole cost of United. Upon termination of
this Agreement, no such costs shall be recoverable as
Pass-Through Expenses to the extent that the expense would
cause the RSF Balance to fall below the minimum RSF Balance
requirement identified in Section 10.4.3.7 hereof.

ARTICLE 14
GENERAL PROVISIONS

14.1 FORCE MAJEURE.

14.1.1 EVENTS. Any delay in or failure of performance by any party
hereto, other than the obligations to pay monies hereunder
shall not constitute a default hereunder and shall not give
rise to an entitlement to monetary damages or equitable relief
hereunder, if and to the extent such delays or failures of
performance are caused by occurrences which are beyond the
control of and the effects of which in the exercise of
reasonable care could not have been prevented by the affected
party, including, but not limited to: expropriation or
confiscation of facilities; act of public enemy; act of war;
rebellion or sabotage or damage resulting therefrom; flood;
fire; lightning; riots or strikes; Change of Law having a
material adverse effect on any party's ability to perform its
obligations under the Contract Documents; order of a court,
arbitrator or governmental authority; or any causes other than
those specified above which are not within the control of, and
which are without fault or negligence on the part of a party,
and which by the exercise of due diligence the affected Party
is unable to overcome (each an "Event of Force Majeure").

14.1.2 NOTICE AND CURE. Any party claiming that an Event of Force
Majeure has arisen shall immediately notify the other party of
the same and shall act diligently to overcome and remove the
effects of the Event of Force Majeure, shall notify the other
party on a continuing basis of its efforts to overcome the
Event of Force Majeure and shall notify the other party
immediately when said condition has ceased.

14.1.3 TERMINATION. If an Event of Force Majeure continues for more
than three months after notice of the Event of Force Majeure is
given under Section 14.1.2 above, and the parties are unable to
agree upon other remedies, then either AARP or United may
terminate this Agreement, in its sole discretion, at any time
thereafter prior to any remedying of the adverse effect of the
Event of Force Majeure, by giving at least seven calendar days'
prior written notice to the other.

14.2 FURTHER ASSURANCES. The parties shall keep each other informed about
legal or any other developments affecting the Services and the GHIP,
shall cooperate with one another to carry out and implement the terms
and objectives of this Agreement and the Exhibits hereto, and shall
perform such further acts, execute such further documents and enter
into such further agreements as may be necessary or appropriate to
these ends.

14.3 NO THIRD PARTY BENEFICIARIES. This Agreement confers no rights
whatsoever upon any person (including without limitation any AARP
members or employees of Prudential or of United) other than the parties
hereto.

14.4 GOVERNING LAW. The Agreement shall be governed by and interpreted in
accordance with the laws of the District of Columbia applicable to
agreements made and to be performed wholly within the District of
Columbia.

14.5 NOTICES. Notices required or appropriate to be given under the
Agreement shall be given by hand delivery or facsimile and by certified
mail return receipt requested, as follows or in such other manner as
shall be agreed to in writing by the parties:

To AARP:
American Association of Retired Persons
000 X Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Executive Director
Facsimile Number: (000) 000-0000

With copies to both:

The Director, Membership Division
Facsimile Number: (000) 000-0000

The General Counsel
Facsimile Number: (000) 000-0000

To AARP Trust:
Trustees of the AARP Insurance Plan
American Association of Retired Persons
000 X Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Executive Director
Facsimile Number: (000) 000-0000

With copy to:

The General Counsel
Facsimile Number: (000) 000-0000

To United:
United HealthCare Insurance Company
300 Opus Center
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Chief Executive Officer, AARP Operations
Facsimile Number: (000) 000-0000

With copies to:

The General Counsel, United HealthCare Insurance Company
Facsimile Number: (000) 000-0000

14.6 NO WAIVER, ETC. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
the applicable law set forth in Section 14.4 hereof, but if any
provision of this Agreement shall be held to be prohibited or invalid
under such applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Agreement. No failure on the part of any party to exercise, and no
delay in exercising, any right hereunder shall operate as waiver
thereof, nor shall any single or partial exercise of any right
hereunder by any party preclude any other or further exercise of any
other right and no waiver whatever shall be valid unless in a signed
writing, and then only to the extent specifically set forth in such
writing. No waiver of any right hereunder shall operate as a waiver of
any other or of the same or similar right on another occasion.

14.7 AMENDMENT.

14.7.1 GENERAL. Except as expressly provided in Sections 2.90, 4.2.1,
7.4.2, 7.7.2 and 9.5.2 hereof with respect to the amendment of
EXHIBIT 2.90, EXHIBIT 4.2.1, EXHIBIT 7.4.2, EXHIBIT 7.7.2 and
EXHIBIT 9.5.2 hereto, respectively, this Agreement may not be
amended except in a writing executed on behalf of each of the
parties hereto.

14.7.2 ANCILLARY AGREEMENTS. The parties are currently negotiating
with Prudential and other GHIP Vendors the Transfer Agreement,
the Reinsurance Agreement and other agreements related to the
GHIP. The parties will negotiate in good faith with a view to
amending this Agreement as appropriate to incorporate any
changes necessitated by such agreements, amendments thereto or
agreements ancillary thereto.

14.7.3 RENEGOTIATION. If prior to the Commencement Date there occurs
any unanticipated fact or circumstance that has a material
consequence for the rights and obligations of the parties
hereunder, then the parties will negotiate with a view to amend
the Contract Documents so as to maintain their respective
rights and obligations as presently envisioned.

14.7.4 CONFLICTS AMONG AGREEMENTS. In the event of any conflict
between the terms of the Contract Documents and the Transfer
Agreement or the Reinsurance Agreement, the terms of the
Transfer Agreement or the Reinsurance Agreement, as applicable,
shall be controlling. In the event of any conflict between the
terms of the Contract Documents and any Associated Agreement,
the terms of the Contract Documents shall be controlling.

14.8 EXPERIENCE/RESERVE ACCOUNTING. The parties acknowledge and agree that
United will account for the SHIP experience rating and the reserves on
a policy-by-policy basis. All accounting provided by United pursuant
to this Agreement, however, will be on an aggregate basis for the
entire SHIP.

14.9 HEADINGS. The Section headings contained in this Agreement are not
part of this Agreement, are for the convenience of reference only and
shall not affect the meaning, construction or interpretation of this
Agreement.

14.10 BINDING EFFECT. This Agreement shall be binding upon and shall inure
to the benefit of each of the parties hereto and their respective
successors and assigns.

14.11 ASSIGNMENT. This Agreement may not be assigned by any party hereto
without the prior written permission of the other parties hereto.

14.12 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original.

14.13 CERTAIN CALCULATIONS. In the event that a SHIP Insured shall no longer
be a member of AARP, unless and until coverage is terminated, his or
her premium and loss experience shall be included in all computations
required to be made hereunder, as if he or she had continued to be an
AARP member.

14.14 ACKNOWLEDGEMENT. The parties acknowledge that United is not licensed
to conduct insurance business in the State of New York and that it
intends to use its affiliate, United Healthcare Insurance Company of
New York, as underwriter of the SHIP in the State of New York. The
parties shall cooperate and adjust the provisions of this Agreement and
the Associated Agreements, as appropriate, to accommodate United's use
of this affiliate to underwrite the SHIP in the State of New York and
otherwise to effect the purposes and objectives of this Agreement and
any Associated Agreement.

14.15 RELATED PLANS. The parties will take reasonable steps and conform this
Agreement or execute additional agreements to address the terms of
United's undertaking of any Related Plan.

[SIGNATURES ON THE FOLLOWING PAGE]

` IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date first written above.

AMERICAN ASSOCIATION OF RETIRED PERSONS

By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------------
Print Name: Xxxxxxxx X. Dixon, Ed.D.
----------------------------------
Print Title: President
---------------------------------

TRUSTEES OF THE AARP INSURANCE PLAN

By: /s/ C. Xxxxx Xxxxxxxx
------------------------------------------
Print Name: C. Xxxxx Xxxxxxxx
----------------------------------
Print Title: Chair
---------------------------------

UNITED HEALTHCARE INSURANCE COMPANY

By: /s/ Xxxxxxx X. XxXxxxx
------------------------------------------
Print Name: Xxxxxxx X. XxXxxxx
----------------------------------
Print Title: President
---------------------------------

EXECUTION COPY

EXHIBIT 2.89

UNITED'S START-UP PERSONNEL

The following are the United employees whose time may be charged as
Start-Up Costs and their respective PER DIEM rates. This list may be amended
from time to time by United.

NAME

DEDICATED START-UP PERSONNEL

Xxxxxx, Xxx
Xxxxxxx, Xxxx
Xxxxx, Xxxxxx
Xxxxxxx, Kit
Xxxx, Xxxxxx
Xxxxxx, Xxxxx
Xxxx, Xxxxx
Xxxxxxxx, Xxxxx
Xxxxxx, Xxxxxx

PARTIALLY DEDICATED START-UP PERSONNEL

Xxxxxx, Xxx
Xxxxxxx, Xxxx 0.
Xxxx, Xx
Xxxxxxxxxxx, Xxxxxx
Xxxxxxxx, Xxxx
Xxxx, Xxxxx
Xxxxxxxxx, Xxxx
XxXxxxx, X. Xx
XxXxxxxx, Xxxxxx
Xxxx, Xxxx
Xxxxx, Xxxx
Xxxxx, Xxxx
Xxxxxx, Xxx
Xxxxx, Al

WORKGROUP PARTICIPATION

Xxxxxxxx, Xxxxx May, Xxxxxxx
Xxxxxxx, Xxxxxxx Xxxxxx, Xxxx
Xxxxx, Xxxxxx Xxxxxxxx Xxxxx
Bermosky, Xxxxxxx Xxxxxx Xxxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxx
Xxxxxxx, Xxxxx X'Xxxxxx, Xxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxx
Xxxxxxx, Xxxx Parent, Xxxxx
Xxxxxxx, Xxxx Xxxxxx, Xxx
Xxxx, Xxxxx Xxxxxxx, Xxxxx
Xxxxx, Xxxx Xxxxxx, Xxxxx
Xxxxxxxx, Xxxxx Xxxxxxxxxxx, XxxxXxx
Xxxxxxxxx, Xxxx Xxxxxx, Xxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxxx
Xxxxxxxxxx, Xxxx Xxxx, Xxxxxxx
Xxxxxx, Xxxxx Xxxxxxx, Xxxxx
Xxxxx, Xxxx Xxxxxxxxx, Xxxx
Xxxxxx, Xxxxx Xxxxxx, Xxxx
Xxxxxx, Xxxx Xxxxxxx, Xxx
Xxxxxxx, Xxxx Xxxxxxxxx, Xxxx
Xxxxx, Xxxx Xxxx, Xxxxxxx
Xxxxxxx, Xxxx Xxxxxxx, Xxxx
Xxxxxxxxxxx, Xxxx Star, Xxxxxxxxx
Xxxxxx, Xxxx Xxxxxxxx, Xxxx
Xxxxx, Xxx Xxxxxx, Xxxxx
Xxxxxxx, Xxxx Xxxxxxx, Xxx
Xxxxxx, Xxxxx Xxxxxxx, Xxx
Xxxxxxx, Xxx Xxxx, Xxx
Xxxxxxx, Xxxxx Xxxxx, Xxxxxx
Xxxxxxx, Xxx Xxxxx, Xxxx
Xxxxx, Xxxx Xxxxx, Xxxxxx
Xxxxxxx, Xxxxx

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EXECUTION COPY

EXHIBIT 3.1.3

DEDICATED UNITED PERSONNEL

Xxxx Xxxx - Chief Executive Officer
Xx Xxxx - President
Xxxx Xxxxxxxxx - Chief Operating Officer
Xxxxx Xxxxxxxx - Vice President, Human Resources
Xxxxx Xxxxx - Vice President, Market Analysis and Pricing
Xxx Xxxxxx - Chief Actuary
Xx XxXxxxx - Deputy General Counsel
Xxxxx Xxxxxx - Vice President, Member Services Liaison
Xxxx Xxxxxxx - Vice President, Claims
Xxx Xxxx - Vice President, Systems

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EXECUTION COPY

EXHIBIT 3.1.5

SOFTWARE ACCEPTANCE TEST STANDARDS

DATA CONVERSION AND SYSTEM TESTING

SEPTEMBER 1997

General requirements:

- All claims programs and command language sets (JCL) must be properly loaded
to United's system.
- A test environment specifically for the testing of the claims system, both
batch and on line, must be created.
- All production data files must be loaded correctly and completely onto the
test system.
- Sufficient production and test data space needs to be allocated.
- Sufficient test and production library space needs to be allocated.
- Installation change management procedures and standards must be used.
- Roll-back procedures must be in place in the event of difficulties.

Data conversion requirements for claims,
actuarial, underwriting and finance databases:

- Conversion method must be defined.
- Resources required for the conversion must be defined.
- Selection criteria, purge criteria, creation and translation rules must be
defined.
- Strategy for reconciling converted data must be developed.
- All data must be loaded and accounted for.

For system testing of claims system:

- Identify system functions for testing.
- All functional processing capabilities need to be exercised.
- Test objectives must be defined.
- Validity of all program to program interfaces must be established.
- Validity of all subsystem data interfaces must be established by testing
user and automated procedures.
- End-of-month and beginning-of-month processing needs to be included.
- Accuracy and efficiency of all command language sets (JCL) must be
established.
- Accuracy of data entry, transaction processing and run-to-run controls must
be tested.
- Security backup and recovery procedures must be exercised and validated.
- Volume stress test must be performed.

-4-

- Effects on hardware and runtimes of running new system concurrently with
United's existing system need to be minimal.
- All test results must be documented and reported to AARP.

NOVEMBER 1997

The above data conversion, if any, and system testing will need to be performed
to include all updated data and programs.

A parallel test will also need to be performed which should include the
following:

- Duplicate run of Prudential's system using all input files for the test
period.
- All permanent files need to be compared with no unexplained differences
found.
- Any and all differences need to be documented.
- This test will need to take place over 7 days (3 days before month end,
month end, and 3 days after month end).
- All permanent files will need to be compared after every run to
Prudential's files.
- Any differences must be documented.

END OF DECEMBER 1997

The above data conversion, if any, and system testing will need to be performed
to include all updated data and programs.

A parallel test using the above criteria will be run starting from the day the
data and system implementation is complete until January 1, 1998.

BUSINESS PARTNERS LINKAGES

United will be responsible for following all requirements and standards created
for the Business Partners Linkages to ensure system functionality. United must
also participate in a full system test of the Business Partners Linkages planned
by all business partners executed by the Member Services Vendor.

OUTSOURCING

If United outsources any of the above data conversion and system testing
obligations to the Member Services Vendor, it shall take commercially reasonable
efforts to assist the Member Services Vendor in performing such services but
shall have no further obligations in respect thereof.

-5-

EXECUTION COPY

EXHIBIT 3.2.4

FUTURE PRODUCTS

From and after the Commencement Date, United, in consultation with AARP and
consistent with the social welfare purposes of the AARP, shall undertake product
development activities as described in the Agreement with respect to additional
health care insurance products, including without limitation the following:

- 50 to 64 Group Health Insurance
Comprehensive insurance coverage for AARP members and their dependent
children to provide a seamless transition after the loss of job or a career
change.

- Grandchildren's Health Insurance
Comprehensive health insurance coverage specially designed for dependent
grandchildren of AARP members, including indemnity, Preferred Provider
Organization (PPO), and Health Maintenance Organization (HMO) options.

- EverCare
Medical care to frail, elderly residents of nursing homes.

- Medicare Select
PPO benefits to Medicare eligible to AARP members.

- Medical Equipment Service Vendor Arrangements
Access to vendors, selected by United, who will deliver discounted, high
quality services and durable medical equipment.

- AARP CareLine
A telephonic service tailored to the health care information needs of two
groups of older Americans:

- Persons newly diagnosed with one of 10 serious or chronic medical
conditions; and
- Caregivers including spouses, children, and other loved ones who are
responsible for the care of a seriously ill or disabled person.

- Foreign Travelers Services
Instant access to help and advice for policyholders who experience a
serious health problem while traveling abroad.

- "Ask the Expert" Health Care Information Services

-6-

The latest clinical guidelines for serious and chronic medical conditions,
to be presented in clear and understandable language. This service
potentially will be available to all AARP policyholders and members. This
service will be available in both print and Internet form.

- Transplant Centers of Excellence
Information and services will be offered to policyholders who need an organ
or tissue transplant.

United's product development activities with respect to those additional
products noted above shall be consistent with the commitment made by it in its
Supplemental Health Products Proposal to AARP dated May 15, 1996.

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EXECUTION COPY

EXHIBIT 3.2.5

ADMINISTRATIVE SERVICES PERFORMANCE STANDARDS

GENERAL

Results will be reported monthly, but the standards and penalties are based on a
yearly result for all areas. All penalties and the proportion of the
Administrative Service Fee will be measured from the dates indicated below,
unless early transfer occurs in which case measurement will begin January 1,
1998.

1. CLAIMS MEMBER SERVICE FUNCTIONS

AVERAGE SPEED OF ANSWER: At least 90% of all calls by members will be
answered within 30 seconds.

Measurement: This will apply to calls transferred from the Member Services
Vendor. The Measurement period will be from the call initiation by the
Member Services Vendor until to the time a call is answered by a United
Customer Service Representative. The member will not be able to access the
IVR during this transfer. This standard will become effective on July 1,
1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

CALL ABANDONMENT RATE: No more than 3% of calls from members.

Measurement: This will apply to calls transferred from the Member Services
Vendor. Abandoned calls are calls in which a member hangs-up before
connecting with a United Customer Service Representative.

This standard will become effective on July 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualize lender year basis.

CALL RESOLUTION: At least: (i) 50% of member calls will be finalized on
the first call, (ii) 85% of call backs will be completed within 48 hours;
and (iii) 100% of call backs will be completed within 72 hours.

Note: The manner in which United will "operationalize" AARP's new business
model results in only member calls that need access to detailed claim
information being referred

*** Denotes confidential information that has been omitted from the exhibit
and filed with the SEC pursuant to Rule 24b-2 of the Exchange Act.

-8-

to United. The majority of these calls will require accessing microfilmed
information rather than information available on line. It will be necessary
to request microfilm from the Member Services Vendor that will require a 48
hour turn around time.

Measurement: A log of calls will be maintained indicating the outcome of
all transferred calls (I.E., whether resolved during call or follow-up call
placed). If United fails to meet any one of the three call resolution
standards, the penalty will be payable. This standard will become
effective on April 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

CORRESPONDENCE: 100% of written correspondence will be replied to within 5
business days.

Measurement: A written item will be date-stamped received and measurement
will commence from the date stamped by United when it is received by
United. The elapsed time is measured as date of the response minus the
date of receipt, counting only business days. This standard will become
effective on April 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

2. UNDERWRITING AND ISSUE FUNCTIONS

APPEALS: 100% of appeals will be resolved within 10 Business Days.

Measurement: Written and telephonic referrals will be date stamped when
received by United from the Member Services Vendor. The difference
between the receipt date and the response date (counting only Business
Days) will be the elapsed time. If a member subsequently reinquires about
the same application, that inquiry will constitute a new appeal and
measurement will be from the date of the new inquiry. This standard will
become effective on April 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

3. CLAIMS PROCESSING FUNCTIONS

NON-ELECTRONIC CLAIM TURNAROUND TIME: At least 90% of non-electronic
claims will be processed within 10 business days of receipt by United.

Measurement: All claims will be date-stamped by United upon receipt.
Turnaround time is measured as the time elapsed from when a claim is
received until it is processed. A

*** Denotes confidential information that has been omitted from the exhibit
and filed with the SEC pursuant to Rule 24b-2 of the Exchange Act.

-9-

non-electronic claim is considered processed when a request for an EOB,
payment or response is generated to the Member Services Vendor. This
standard will become effective on April 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

ELECTRONIC CLAIM TURNAROUND TIME: At least 99.5% of "clean" electronic
claims will be processed within 48 hours of receipt. 100% of "clean"
electronic claims will be processed within 72 hours of receipt.

Measurement: Turnaround time is measured as the time elapsed from when a
claim is received until it is processed. An electronic claim is considered
processed when a request for an EOB, payment or response is generated to
the Member Services Vendor. An electronic claim is considered "clean" when
information is complete and received in a readable, electronic format.
This standard will become effective on April 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

FINANCIAL ACCURACY: 99%

Measurement: Financial accuracy will be measured on a random sample basis.
The absolute value of over and under payments will be added to calculate
total financial errors and the result will be divided by the total audited
supplemental benefits paid to derive the error rate. An audit of the
results will be conducted by a separate group to verify the randomness of
the sample, the methodology used and the result reported. AARP may
commission its own sample audit for the purposes of validating United's
measurement. If the results of AARP's audit are less than 99%, United will
develop an action plan with AARP to correct any process, procedures, or
training deficiencies. Activation of this standard will become effective
on April 1, 1998.

PENALTY: (***) of the Administrative Service Fee if United fails to meet
this standard on an annualized calendar year basis.

4. MEMBERSHIP

The membership category will be measured in terms of customer satisfaction
and Medicare supplemental membership growth as follows:

Customer Satisfaction

Customer satisfaction will be based on a regular survey of
members who have had contacts with United (either by telephone or
claims

*** Denotes confidential information that has been omitted from the exhibit
and filed with the SEC pursuant to Rule 24b-2 of the Exchange Act.

-10-

submissions). The survey instrument will be developed by United
and AARP. At least 85% of members will respond "satisfied" or
"very satisfied." A penalty of 1% of the Administrative Service
Fee will apply if the foregoing standard is not satisfied.

Medicare Supplemental Membership Growth

A Medicare Supplemental Membership Growth Incentive for each
Policy Year will be based on the Growth Factor for such Policy
Year in accordance with the following table:

GROWTH FACTOR GROWTH INCENTIVE

LESS THAN 3% (***)
3-4% (***)
4-5% (***)
5-6% (***)
6%+ (***)

The Growth Incentive percentage shall be applied to the
Administrative Service Fee.

*** Denotes confidential information that has been omitted from the exhibit
and filed with the SEC pursuant to Rule 24b-2 of the Exchange Act.

-11-

EXECUTION COPY

EXHIBIT 3.2.8(a)

REPORTING STANDARDS

- United shall maintain an on-line computer system capable of collecting and
storing, for documentation purposes, the changes and approvals of the SHIP.

- United shall maintain an on-line communications source (which source must
be approved by AARP in its reasonable discretion) which provides AARP with
immediate, read-only access to claim history data.

- United shall develop, if necessary, and maintain research data and a member
profiling process which matches product design to AARP member interests.

- United's computer system shall compile reports containing the following
data: results of operation for claim, actuarial and underwriting business
functions.

- United shall have the ability and capacity to transmit electronically the
following information to AARP and the Member Services Vendor: timing,
product features and claim information. United will also provide access
rules (create, read, update or delete) for its data files and access paths.
United shall also develop and maintain the ability to query AARP member
information data and information regarding AARP member inquiries to assist
in campaign design.

- United shall develop and maintain (i) Claims Databases which capture claim
payment and history and (ii) access functions to AARP member profiles,
coverage's and claim history. All claims shall be tied into the Member
Services Member's databases.

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EXHIBIT 4.2.1 - AARP MARKS

-- AARP (acronym)

--American Association of Retired Persons (name)

-- TRADEMARK
SERVICE XXXX
PRINCIPAL REGISTER

AARP

AMERICAN ASSOCIATION OF RETIRED FIRST USE 9-15-1984; IN
PERSONS (D.C. NOT-PROFIT COMMERCE 9-15-1984.
CORPORATION) FOR: TRAVEL AGENCY SERVICES IN
0000 X XX., XX CLASS 39 (U.S. CL. 105).
XXXXXXXXXX, XX 00000 FIRST USE 9-15-1984 IN
COMMERCE 9-15-1984.
FOR: MAGAZINES, NEWSLETTERS FOR: CONDUCTING SEMINARS AND
AND CATALOGS. PERTAINING TO EDUCATIONAL PROGRAMS ON A
RETIREMENT AND THE CONCERNS OF VARIETY OF SUBJECTS THAT
OLDER PERSONS. IN CLASS 16 (U.S. CL. CONCERN RETIRED PERSONS. IN
38). CLASS 41 (U.S. CL. 107).
FIRST USE 8-22-1984; IN COMMERCE FIRST USE 9-15-1984; IN
8-22-1984. COMMERCE 9-15-1984.
FOR: INCOME TAX PREPARATION FOR: RETAIL STORE AND MAIL
SERVICES: AND ARRANGING ORDER PHARMACY SERVICES. IN
THROUGH THIRD PARTY PROVIDERS. CLASS 42 (U.S. CL. 101).
INVESTMENT IN MONEY MARKET FIRST USE 9-15-1984; IN
INSTRUMENTS AND MUTUAL FUNDS. COMMERCE 9-15-1984.
IN CLASS 35 (U.S. CLS. 101 AND 102). OWNER OF U.S. REG. NOS.
FIRST USE 9-15-1984; IN COMMERCE 741,334, 1,296,948 AND OTHERS.
9-15-1984.
FOR: MONEY MANAGEMENT AND SER. NO. 505,904,
INVESTMENT ADVISORY SERVICES; FILED 10-29-1984.
AND ADMINISTERING AUTOMOBILE.
GROUP HEALTH AND HOMEOWNER'S XXXX X. XXXXXXXXXX. EXAMINING
INSURANCE PROGRAMS. IN CLASS 36 ATTORNEY
(U.S. CL. 102)

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EXECUTION COPY

EXHIBIT 5.1.9

AGENCY RATINGS OF UNITED

Minimum Required
Rating Agency Current Rating Ratings*
------------- -------------- ----------------

A.M. Best A B
Standard & Poor's BBB BBB

__________________
* Minimum rating required for purposes of Section 10.2(g).

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EXECUTION COPY

EXHIBIT 5.2

AARP/AARP TRUST DISCLOSURE SCHEDULE

The Internal Revenue Service is conducting an ongoing review of the
activities of AARP and AARP Trust.

-15-

EXHIBIT 6.2.1(b) - Structure for Analyzing and Committing to Administrative Fees
----------------

1997 1998 1999 2000

Average Insured Members X,XXX,XXX X,XXX,XXX X,XXX,XXX X,XXX,XXX

Paid Claim Volume XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX

Claims/Member/Year XX.X XX.X XX.X XX.X

Medicare Crossover Rate XX.X% XX.X% XX.X% XX.X%

December Census X,XXX X,XXX X,XXX X,XXX

Claim Department XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX
Central Departments XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX
Corporate Overhead Allocations 0 XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX

(***)

Total Included in PMPM
Guarantee XXX,XXX,XXX XXX,XXX,XXX XXX,XXX,XXX XXX,XXX,XXX

PMPM $X.XX $X.XX $X.XX $X.XX

Pass Throughs
-------------
Postage XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX
Cross Over Claim XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX
Severance 0 X,XXX,XXX X,XXX,XXX X,XXX,XXX
Other 0 X,XXX,XXX X,XXX,XXX X,XXX,XXX
Total Pass Throughs XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX

Grand Total Included in
Retention XXX,XXX,XXX XXX,XXX,XXX XXX,XXX,XXX XXX,XXX,XXX

Claim Department: Claim Processing Staff, Fraud, Recovery and
associated expenses.
Central Departments: AARP CEO,Underwriting,Actuarial, Legal, Product
Development,Finance and other staff dedicated to
AARP.
Corporate Overhead Alloc.: Allocation of United's Corporate Overhead which
includes HR, Central Finance, Facilities and Other

Adjustments to PMPM in Future Years
-----------------------------------

For every (***) that average monthly membership is above X,XXX,XXX the PMPM will decrease by $.0X
For every (***) that average monthly membership is above X,XXX,XXX the PMPM will increase by $.0X
For every (***) that average claims per member per year is above XX.X the PMPM will increase $.0X
For every (***) that average claims per member per year is below XX.X the PMPM will decrase $.0X
For every percentage point that CPI is above (***) the PMPM will increase $.0X
For every percentage point that CPI is below (***) the PMPM will decrease $.0X

-16-

EXECUTION COPY

EXHIBIT 6.5

TAX TIMING EXPENSE

1. DEFERRED ACQUISITION COST TAX. The charge relating to deferred acquisition
costs shall be the amount of SHIP Member Contributions subject to the DAC
Tax, multiplied by the percentage of such SHIP Member Contributions by
which United's current deductions are reduced (currently 7.7 percent),
multiplied by United's Tax Rate, multiplied by an annuity factor reflecting
the schedule for recovery of the deferred deductions, United's Tax Rate and
the Investment Income Credit Rate.

2. DISCOUNTING OF CLAIM RESERVES. The charge relating to the discounting of
claim reserves shall be the amount of claim reserves reflected in the
rating as of the end of the rating period, multiplied by a factor
representing the discount prescribed under Code section 846, multiplied by
United's Tax Rate, multiplied by the Investment Income Credit Rate.

3. TAX BASIS OF ACTIVE LIFE RESERVES. The charge relating to the tax basis of
the Active Life Reserves shall be the amount of Active Life Reserves
established in the rating as of the end of the rating period, reduced by
the amount of such reserves adjusted to the basis permitted by Code section
807, such difference to be multiplied by United's Tax Rate, and then
multiplied by the Investment Income Credit Rate.

4. NONDEDUCTIBILITY OF THE RSF. The charge relating to nondeductibility of
the RSF shall be the amount of the nondeductible RSF reflected in the
rating as of the end of the rating period, multiplied by United's Tax Rate,
multiplied by the Investment Income Credit Rate.

5. PARTIAL DEDUCTIBILITY OF RESERVES FOR EXPERIENCE RATING REFUNDS. The
charge relating to the partial deductibility of reserves for experience
rating refunds shall be the amount of such reserves reflected in the rating
as of the end of the rating period, multiplied by the percentage of such
reserves by which United's current deductions are reduced under Code
section 832, multiplied by United's Tax Rate, multiplied by the Investment
Income Credit Rate.

6. PARTIAL DEDUCTIBILITY OF RESERVES FOR UNEARNED PREMIUM. The charge
relating to the partial deductibility of reserves for unearned premium
shall be the amount of such reserves reflected in the ratings as of the end
of the rating

-17-

EXECUTION COPY

EXHIBIT 7.4.2

DEVELOPED MARKS

-18-

EXECUTION COPY

EXHIBIT 7.7.2

DEVELOPED SYSTEMS

-19-

EXECUTION COPY

EXHIBIT 9.5.2

VENDOR MANAGING REPRESENTATIVES

GHIP VENDOR MANAGING REPRESENTATIVE

Hartford Fire Insurance Company Xxxx Xxxxxxx

Metropolitan Life Insurance Company Xxxxx Xxxxxxx

Seabury & Xxxxx, Inc. Xxxx Xxxxx
(Xxxxx & XxXxxxxx)

United HealthCare Insurance Company Xxxx Xxxx

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Table of Contents

ARTICLE 1 DESCRIPTION OF AGREEMENT. . . . . . . . . . 2 1.1 CONTRACT DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . 2 1.2 ENTIRE AGREEMENT; AMENDMENT. . . . . . . . . . . . . . . . . . 2 1.3 CORRELATION AND INTENT . . . . . . . . . . . . . . ....

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