0001193125-05-161626 Sample Contracts

July 20, 2005 Mr. Steven H. Nelson [ADDRESS] [ADDRESS] Dear Steven:
Employment Agreement • August 9th, 2005 • Health Net Inc • Hospital & medical service plans

This letter will confirm the agreements reached between you and the Company to amend your employment letter agreement dated June 16, 2004, as amended by the letter agreement dated December 16, 2004 (collectively, the “Agreement”) setting forth the terms and conditions of your employment with the Company. Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2005 • Health Net Inc • Hospital & medical service plans

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 8, 2005, is entered into among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders and BANK OF AMERICA, N.A., as Administrative Agent. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

WAIVER AND RELEASE OF CLAIMS
Waiver and Release of Claims • August 9th, 2005 • Health Net Inc • Hospital & medical service plans • Delaware

This WAIVER AND RELEASE OF CLAIMS (this “Release”) is made and entered into on July 12, 2005, by and between Health Net, Inc. and its affiliates and subsidiaries (hereinafter referred to as the “Company”) and Marvin P. Rich (hereinafter referred to as the “Employee”).

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