AMENDMENT NUMBER ONE TO THE HEALTH NET, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

Exhibit 10.5

AMENDMENT NUMBER ONE
TO THE
HEALTH NET, INC.
DEFERRED COMPENSATION PLAN
FOR DIRECTORS

WHEREAS , Health Net, Inc. (the “Company”) maintains the Health Net, Inc. Deferred Compensation Plan for Directors (the “Plan”);

WHEREAS , the Company desires to update and amend the definition of “Change in Control” under Section 6.7(i) of the Plan;

WHEREAS , the Company desires to amend the Plan to permit participants to change the time and/or form of deferral elections pursuant to the transition relief under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), pursuant to the requirements of Internal Revenue Service Notice 2007-86; and

WHEREAS , the Compensation Committee of the Board of Directors of the Company (the “Committee”) has the power to amend the Plan pursuant to Section 6.5 thereof.

NOW, THEREFORE, BE IT RESOLVED , that pursuant to the Committee’s power of amendment