SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT

Exhibit 10.3

SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT

THIS SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT (this " Amendment "), dated as of November 6, 2006, is entered into among HEALTH NET, INC. , a Delaware corporation (the " Borrower "), the Lenders party thereto and THE BANK OF NOVA SCOTIA , as administrative agent (the " Administrative Agent ").

W I T N E S S E T H

WHEREAS , the Borrower, the Lenders party thereto, and the Administrative Agent entered into that certain Bridge Loan Agreement dated as of June 23, 2006, as amended by the First Amendment dated as of September 21, 2006 (the " Existing Bridge Loan Agreement ");

WHEREAS , the Borrower has requested that the Required Lenders agree to amend certain provisions of the Existing Bridge Loan Agreement as hereinafter set forth;

WHEREAS , each Lender has agreed to such modification on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1

DEFINITIONS

SUBPART 1.1 Certain Definitions . Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

• " Amendment Effective Date " is defined in Subpart 3.1 .

SUBPART 1.2 Other Definitions . Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Bridge Loan Agreement.

PART 2

AMENDMENTS TO EXISTING BRIDGE LOAN AGREEMENT

Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing Bridge Loan Agreement is hereby amended in accordance with this Part 2 .

SUBPART 2.1 . The following definition is added to Section 1.01 of the Existing Bridge Loan Agreement in appropriate alphabetical order:

• " Second Amendment Effective Date " means November 6, 2006.

SUBPART 2.2 . The first sentence contained in Section 7.02 of the Existing Bridge Loan Agreement is hereby deleted in its entirety and replaced with the following:

• The provisions of the following Sections of the Revolving Credit Agreement as in effect on the Second Amendment Effective Date are incorporated herein by reference in their entirety with the same effect as if set forth in full herein (with the defined terms used therein, including defined terms used in other defined terms, having the meanings assigned to them in the Revolving Credit Agreement except as expressly set forth below):

PART 3

CONDITIONS TO EFFECTIVENESS

SUBPART 3.1 Amendment Effective Date . This Amendment shall become effective as of the date hereof (the " Amendment Effective Date ") when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the " Amendment