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").

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:

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:

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.

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:

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:

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".

SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Lenders and the Administrative Agent.

SUBPART 4.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Existing Bridge Loan Agreement and (b) the representations and warranties set forth in Article V of the Existing Bridge Loan Agreement (i) that contain a materiality qualification are true and correct on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such date) and (ii) that do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects as of such date).

SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.3 Instrument Pursuant to Existing Bridge Loan Agreement. This Amendment is executed pursuant to the Existing Bridge Loan Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Bridge Loan Agreement.

SUBPART 4.4 References in Other Loan Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references to the "Bridge Loan Agreement" shall be deemed to refer to the Bridge Loan Agreement as amended by this Amendment.

SUBPART 4.5