MINIMUM PREMIUM FINANCIAL AGREEMENT

Definitions

Insurance

Premium

Term and Termination of the Agreement

Changes in Maximum Monthly Employer Benefit Obligation and Premium

Representations of the Parties

Guaranty of Administaff Inc.

Notices

Choice of Law

Entire Agreement, Amendment and Waiver

Reviews and Establishment of Monthly Payable Rates and Premiums

Non-MP Policies

Minimum Premium Financial Agreement Banking Arrangement

Policies, Rates and Factors

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(a)

“Agreement” means this Minimum Premium Financial Agreement, Amended and Restated Effective as of January 1, 2005, including any attached Exhibits, as amended from time to time.

(b)

“Arrangement Month” means each calendar month during the period that both a Policy and the Agreement are effective.

(c)

“Arrangement Quarter” means each calendar quarter during the period that both a Policy and the Agreement are effective.

(d)

“Check” means the instrument of payment issued by the Company for the payment of Health Benefits pursuant to the Agreement, whether such instrument is a draft, a check, an electronic funds transfer or similar instrument.

(e)

“Claims Account” shall have the meaning assigned to it in section 2(a) of the Agreement.

(f)

“Company” means United HealthCare Insurance Company.

(g)

“Employer” means Administaff of Texas, Inc.

(h)

“Employee” means an employee or former employee of the Employer or of a member of Employer’s controlled group as defined in Section 414(b) and (c) of the Internal Revenue Code of 1986, as amended, which is a participating employer under the Plan who is covered under the Plan, and a “qualified beneficiary” who is covered under the Plan pursuant to Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time (“COBRA”), except that members of a family unit who elect COBRA coverage as a single family unit shall be considered a single “Employee.”

(i)

“Health Benefits” means the benefits that are payable by the Company under the terms of the Policies. For purposes of the Agreement, overpayment and subrogation recoveries (less the percentage of each such recovery that the Company retains or is charged by its vendors for its services in pursuing the recovery) shall be included as a credit to Health Benefits. There shall be no credit to Health Benefits for any *** or other

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payments received by the Company from *** or other third parties in connection with *** under the Plan.

In the second and third Arrangement Months of an Arrangement Quarter, Health Benefits shall also include those Health Benefits Paid during the prior Arrangement Month to the extent that they exceeded the ***.

(j)

“Incurred” when referring to Health Benefits means that the Company has become liable for payment of such Health Benefits under a Policy.

(k)

“Investment Grade” means a debt rating of BBB- or better (in the case of Standard & Poor’s) and Baa3 or better (in the case of Moody’s). If the debt in question is rated by both Standard & Poor’s and Moody’s, such debt shall not be deemed Investment Grade for purposes of the Agreement unless the ratings provided by both rating services qualify as Investment Grade as defined herein.

(l)

“MP Administrative Services Agreement” means the Minimum Premium Administrative Services Agreement between the Employer and the Company, as amended from time to time.

(m)

“Maximum Monthly Employer Benefit Obligation” for an Arrangement Month shall be the amount determined in Exhibit D hereto. The Maximum Monthly Employer Benefit Obligation for an Arrangement Month (other than the first Arrangement Month of an Arrangement Quarter) shall be increased by the amount by which the *** in the prior Arrangement Month exceeded the Health Benefits Paid in that Month.

(n)

“Minimum Premium Arrangement” and “Arrangement” mean the minimum premium payment arrangement with respect to the Policies as described in the Agreement.

(o)

“MP Premium” has the meaning assigned to it in section 3(a) of the Agreement.

(p)

“Non-MP Policy” means a policy or group contract issued by the Company (or another member of the Company’s controlled group) providing medical benefits under the Plan which are not covered by the Minimum Premium Arrangement. “Non-MP

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Policies” refer collectively to two or more such policies, group contracts or both. Non-MP Policies are identified in Exhibit B .

(q)

“Paid” when referring to Health Benefits means that a Check for payment of the Health Benefit has been     ***    .

(r)

“Plan” has the meaning assigned to it in the recitals to the Agreement.

(s)

“Policy” means each of the policies identified in Exhibit D as amended from time to time.

(t)

“Policy Year” means each calendar year or portion thereof during which a Policy is in effect.

(t-1)

“Pooling Charge” has the meaning assigned to it in section 3(c) of the Agreement.

(u)

“Prior Policy” means Group Policy No. GP-608634 issued by Aetna Life Insurance Company to the Employer. Expenses for medical and dental benefits incurred under the Prior Policy are not covered by any of the Policies.

(v)

“Quoted Premium” means the total amount of premium the Employer would have been charged for Health Benefits of each Policy for an Arrangement Month if the provisions of the Agreement were not in effect, as determined by the Company in accordance with the terms of the Agreement. For purposes of calculating the Maximum Monthly Employer Benefit Obligation and the MP Premium during the term of the Agreement, the Quoted Premium for an Arrangement Month shall be deemed to include any adjustments authorized in Exhibit E of the MP Administrative Services Agreement in respect of previous Arrangement Months including any enrollment additions, terminations or changes in coverage not known at the beginning of the Arrangement Month to which such Quoted Premium applies. Any such adjustment shall be based on the Quoted Premium in effect for the Arrangement Month in respect of which an adjustment is made.

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The Quoted Premiums under the Policies shall be periodically reviewed and adjusted in accordance with Exhibit A to the Agreement.

(w)

“Security Deposit” has the meaning assigned in the Security Deposit Agreement.

(x)

“Security Deposit Agreement” is the Security Deposit Agreement between the Company and the Employer, as amended from time to time.

(a)

Benefit Payments Paid during Policy Continuance . The Company shall pay from the claims account established as provided in section 2(d) below (the “Claims Account”) those Health Benefits of the Policies that are Paid during the Arrangement Month and that in the aggregate are equal to or less than the Maximum Monthly Employer Benefit Obligation for the Arrangement Month. The Employer shall fund that Claims Account as provided in section 2(d) of the Agreement. For Health Benefits that are Paid prior to termination of the Policies, the Company shall pay from its own funds those Health Benefits that are Paid during an Arrangement Month to the extent that they exceed the Maximum Monthly Employer Benefit Obligation for the Arrangement Month.

(b)

Benefits Paid After Policy Termination . In the event that a Policy is terminated, the Company shall be responsible for paying from its own funds Health Benefits of such Policy that are Incurred but not Paid before such Policy terminates. The Maximum Monthly Employer Benefit Obligation does not apply to such Health Benefits.

(c)

Company’s Obligation . Any Health Benefits of the Policies that are required to be paid from the Claims Account shall be paid by the Company from its own funds if the Health Benefits are not paid by another source, which may include the Employer or another funding vehicle established or maintained by the Employer for that purpose. The Employer agrees to reimburse

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the Company for any Health Benefits paid by the Company pursuant to this obligation.

(d)

Claims Account . The Company and the Employer shall establish and maintain those banking arrangements, including the Claims Account, described in Exhibit C to the Agreement. In addition to its obligations under Exhibit C , the Employer shall fund the Claims Account as necessary to enable the Company to pay in a timely manner from the Claims Account the Health Benefits described in section 2(a).

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(a)

MP Premium . The MP Premium for the Policies for the Arrangement Month shall be the amount determined pursuant to Exhibit D hereto. The MP premium is due on the first day of the Arrangement Month to which it applies. As provided in section 1(v) of the Agreement, the MP Premium may include any adjustments authorized in Exhibit E of the MP Administrative Services Agreement in respect of previous Arrangement Months including any additions, terminations or changes in coverage not known at the beginning of the Arrangement Month to which such MP Premium applies.

(b)

Additional Quarterly Premium . For each Arrangement Quarter, the Employer shall pay an Additional Quarterly Premium to the Company in an amount equal to the ***, before the *** of the Agreement, for the Arrangement Months in such Arrangement Quarter less the Health Benefits Paid by the Company from the Claims Account in such Arrangement Quarter. Such invoice shall be sent by the Company no later than *** months following the close of the Policy Year which includes the Arrangement Quarter to which such invoice relates. An Additional Quarterly Premium shall not be due with respect to any Arrangement Quarter in a Policy Year if a written invoice for such Additional Quarterly Premium is not sent by the Company to the Employer within *** of the close of the Policy Year; provided that the Company shall not have been prevented by the Employer from exercising its right to audit the Employer as provided in section 5(c) of the MP Administrative Services Agreement. The Additional Quarterly Premium shall be paid by the Employer within *** calendar days of the date of the Company’s invoice and *** provided in any Policy shall be applicable to the payment of the Additional Quarterly Premium.

(c)

Pooling Charge . Effective January 1, 2005, Employer may elect, with respect to Arrangement Years 2005, 2006 and/or 2007, a pooling option under which it shall pay a pooling charge to the Company in the amount described in Exhibit D . In the event that Employer elects the pooling option for Arrangement Year 2005, 2006 and/or 2007, the Company will

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apply the pooling adjustment described in Section 7 of Exhibit A to this Agreement with respect to such Arrangement Year. To elect the pooling option for an Arrangement Year, Employer shall notify the Company in writing of its election on or before February 1 ^st of the Arrangement Year to which such option relates, provided, however, that, for the 2005 Arrangement Year, the Company shall provide additional terms and conditions of the pooling option, if any, by April 5, 2005, and the Employer shall have 30 days from receipt of such information to provide written notification to the Company of its acceptance or rejection of the pooling option for 2005. For Arrangement Years after 2007, Company may, in its sole discretion, determine whether or upon what terms to offer the pooling option. Any Pooling Charge paid by the Employer shall not be treated as Policy Revenue.

The Pooling Charge is due on the first day of each Arrangement Month in the Arrangement Year for which an election has been made, provided that (i) the grace period described in section 4.(b)vii. of the Agreement shall apply to the Pooling Charge, and (ii) paragraph 4 of Exhibit E of the MP Administrative Services Agreement shall apply in determining the appropriate number of Employees covered under a Policy or Non-MP Policy for each month.

(a)

Agreement shall be effective as of January 1, 2005 (“Effective Date”). The Agreement shall be in effect for an initial period of twelve (12) months (“Agreement Period”) and shall continue automatically for successive Agreement Periods of twelve (12) months each unless it is terminated earlier in accordance with this section 4.

(b)

The Agreement may be terminated as follows:

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of the other for any crime tending to adversely affect the ownership or operation of the business.

ii.

Either party may elect to terminate the Agreement as of the last day of an Arrangement Quarter by giving written notice to the other party at least 180 calendar days prior to the date of termination.

iii.

The Agreement shall automatically terminate upon the date as of which all Policies are terminated.

iv.

Either party may elect to terminate the Agreement due to a material breach of the Agreement (other than non-payment) by the other party, if notice of the breach is provided by the non-breaching party and the breach is not cured within 90 calendar days of such notice. In such event, the termination shall be effective on the date designated by the non-breaching party, which date is no earlier than the date that the non-breaching party provided notice of the breach to the breaching party.

v.

Except as provided in subparagraph vii, the Company may elect to terminate the Agreement effective on or after the first day of an Arrangement Month in which the Employer fails to (A) pay any fee, tax, premium or other amount owed under the Agreement or the MP Administrative Services Agreement, (B) pay any amounts due under the Policies (as modified by the Agreement) or under any Non-MP Policy, (C) fund the Claims Account described in section 2(d) of the Agreement, or (D) deposit any portion of the Security Deposit required by the Security Deposit Agreement.

vi.

The Company may elect to terminate the Agreement as of the date of the Employer’s failure to comply with any duty described in section 6 of the MP Administrative Services Agreement, if the Company provides notice of the failure and the Employer does not cure it within *** calendar days of the notice.

vii.

Any grace period otherwise applicable under a Policy shall not apply to the MP Premium. However, the Company shall not terminate the Agreement for the Employer’s failure to pay the MP Premium on the first day of the

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Arrangement Month if the Employer pays (a) an amount equal to *** of the total MP Premium for the previous Arrangement Month on or before the *** calendar day of the applicable Arrangement Month; and (b) the remaining balance of the MP Premium for the Arrangement Month on or before the *** calendar day of such Arrangement Month.

viii.

The Company may elect to terminate the Agreement upon written notice to the Employer immediately upon the closing of a sale to a single buyer (“Buyer”) of more than 50% of voting equity securities of the Employer or of the ultimate publicly traded corporation of the Employer or a sale of all or substantially all of the assets of the Employer if:

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entity to which it is an affiliate. “Control” for this purpose refers to the ownership of more than 50% of the voting power of an entity.

(A)

Any such termination shall be effective on the date set forth in the Employer’s notice to the Company, but in any event not sooner than the date the applicable *** would otherwise be effective.

(B)

The Employer shall not have the right to terminate the Agreement pursuant to this section 4(b)(ix) if the increase in the percentage of the Quoted Premium used to calculate the MP Premium is pursuant to section 4(c) or due to the imposition of any premium tax not included in the Quoted Premium at the time that the imposition was effected.

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payable under such policies through their termination dates in the absence of an increase.

(d)

In the event of termination of the Agreement, the Employer shall pay an Additional Quarterly Premium attributable to the Arrangement Quarter in which the Agreement terminates but only for the portion of the Arrangement Quarter during which the Agreement was in effect. Such Additional Quarterly Premium generally shall be determined and due in the manner set forth in section 3(b) of the Agreement; provided however, that the Additional Quarterly Premium attributable to any partial Arrangement Month shall be calculated based on the proration formula set forth in section 4(e) below.

(e)

If the Agreement is terminated other than at the end of an Arrangement Month, unless the Quoted Premium is itself prorated under the terms of the Policy, the Maximum Monthly Employer Benefit Obligation and the MP Premium for the month in which termination occurs shall be prorated based upon the ratio of the number of calendar days in the Arrangement Month before termination to the total number of calendar days in the Arrangement Month.

(f)

If the Agreement is terminated retroactively and any Policy remains in effect after such retroactive termination date, amounts due and paid by the parties under the Agreement after the effective date of termination shall be credited against their respective obligations under the Policy after such date.

(g)

If the Agreement is terminated, the MP Premium and the Maximum Monthly Employer Benefit Obligation for the last Arrangement Month prior to the termination date shall be adjusted as authorized in Exhibit E of the MP Administrative Services Agreement to include the effect of any additions, terminations or changes in coverage not reflected at the time of termination in respect of Arrangement Months prior to termination.

(h)

In the event that either party reasonably believes that any state or other jurisdiction may impose a penalty on it for proceeding with its performance under the Agreement, such party will promptly advise the other party of such belief and the basis therefor. In such event, the parties agree to cooperate in good faith to resolve such matter to the satisfaction of both parties.

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After a good faith effort by the parties to eliminate the risk of a material penalty being imposed, if the matter is not resolved to the satisfaction of both parties, the party upon which such penalty may be imposed may immediately discontinue the Agreement’s application in such state or jurisdiction by providing notice to that effect to the other party. In that event, the Agreement will continue to apply in all other states or jurisdictions.

(a)

The Company may change the percentage of the *** used to calculate the Maximum Monthly Employer Benefit Obligation described in section 1(m) of the Agreement and/or the MP Premium described in section 3(a) of the Agreement effective on any January 1 ^st after the Effective Date, provided that the Company provides *** calendar days notice of the change.

(b)

Upon the notice provided in section 5(c), the Company also may change one or more of the following rates as provided below:

Each rate described in items (i) through (iv) above is referred to in this section as “Rate” (or collectively as “Rates”).

If the total number of Employees covered by all of the Policies and Non-MP Policies changes by *** or more compared to the total number of Employees covered by all of the Policies and Non-MP Policies on the later of (x) the Effective Date of the Agreement or (y) ***, then that Rate may be changed by the Company.

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(c)

The change in Rate described in subsection (b) shall be effective upon the first of the month following *** calendar days notice to the Employer in the case of a *** increase in the number of Employees covered. In the case of a *** decrease in such coverage, the change in Rate shall be effective on the date established by the Company in a notice to the Employer, but no earlier than the *** day of the next Arrangement Month following the date of the notice.

(a)

The Employer represents and warrants to Company as follows:

(b)

The Company hereby represents and warrants to the Employer as follows:

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Administrative Services Agreement and to perform its obligations hereunder and thereunder.

(ii)

The Company is subject to no restriction, agreement, law, judgment or decree which would prohibit or be violated by the execution and delivery hereof or the consummation of the transactions contemplated hereby. The Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

(iii)

No consent, approval or other action by, or notice to, or registration or filing with, any governmental or administrative agency or authority, or any other person (other than any registration or filing made in the ordinary course of business), is required or necessary in connection with the execution, delivery and performance of the Agreement by the Company, or the consummation by the Company of the transactions contemplated hereby.

(a)

Any notice required to be given under the Agreement shall be given in writing by sending or delivering such notice to the receiving party (i) by prepaid registered or certified first class U.S. mail, return receipt requested, (ii) by overnight express courier with recipient’s signature required, (iii) by hand delivery with recipient’s signature required, (iv) by facsimile, provided that the other party has specifically requested that a specifically

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designated notice be made by facsimile, or (v) by any other method by which the date of receipt by the party entitled to such notice may be determined. Notice shall be effective when sent.

(b)

Notices to a party shall be sent or delivered:

To the Company at:

United Healthcare
Small Business Group
5901 Lincoln Drive
Edina, MN 55436
Fax: (952) 992-7155
Att