BUSINESS ASSOCIATE AMENDMENT to the AARP Health Insurance Agreement

United HealthCare Insurance Company

AARP Services, Inc.

Signature

/s/ DAVID P. INGRAHAM

Signature

/s/ DAWN M. SWEENEY

Title

SVP

Title

President

Date

4/11/03

Date

4-11-03

Function

Process

Frequency

Required Data

Royalty Verification

Verify member premium and provider royalty payments

Monthly

Individual member names, demographic contact information, specific product participation, enrollment/term dates, premium amounts by product, any and all Insurance Trust activity related information

Customer Service

Respond to member requests for issue or dispute resolution, maintain ombudsmen services to help resolve claims, disputes and other issues with service providers, responding to complaint correspondence regarding the service providers

Daily

Individual member names, specific product participation, enrollment/term dates, premium amounts by product, member age, Medicare status, demographic contact information, claim payment history and status, reasons for claim denial, explanations for benefit authorization, benefit amounts, premium/EFT billing, account status, prescription purchase and pricing information, status of prescription orders, prescription billing information, status of accounts, copies of scripts as requested to verify incorrect orders.

Quality Assurance

Create and monitor performance and service standards for HCO, monitor providers for compliance with agreed upon standards, develop and complete ASI member satisfaction surveys. Review/approve strategic operating and marketing plans, review and approve all marketing and website copy. Audit and inspect management reports, complaints, finances and statistical data of providers, perform internal audits of providers, review product development, budgets and pricing by the providers, and provide general quality control under the Agreement

Monthly

Claims inventory, claims received, claims processed, claims pended, days to complete claim processing, enrollment inventory, enrollments received, enrollments processed by product, numbers of members transferred to UHC for claim issue resolution, timeliness of answering and responding to these calls and member inquiries, numbers of pieces of correspondence received, percent of correspondence resolved in 5 business days, percent resolved in 10 business days, related outstanding issues; numbers of underwriting appeals, percent resolved in 10 days and related outstanding issues, all customer satisfaction surveys and results from each survey, all marketing plans, operating plans, marketing copy, strategic plans, financial reports and statistical data, product development, budgets and pricing information, new product planning and any other related information.

/s/ DAWN M. SWEENEY

/s/ DAVID P. INGRAHAM

AARP Services, Inc.

United HealthCare Insurance

Company

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Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

     A.

Article 2 of the Agreement is amended by amending sections 2.56, 2.86, 2.118 and 2.123 to read as follows:

“2.56. Policy Year means January 1 through December 31 inclusive. For the 50-64 Plan, the first Policy Year is calendar year 2004. Any 50-64 Plan sales effective as of the end of 2003 and their experience will be included as part of the 2004 Policy Year.”

“2.86. SHIP Plan means any health insurance plan, including any Medicare Select plan and any 50-64 Plan, underwritten by United pursuant to this Agreement, including without limitation any such plan described by any master group insurance policy issued to AARP Trust by United (or its affiliates) and insured or reinsured by United (or its affiliates) at any time during the term of this Agreement.”

“2.118. Network Provider means any health care provider in the United network that has agreed to participate in (a) a Medicare Select plan made available under the SHIP, other than a Network Pharmacy, Network Pharmaceutical Manufacturer, or Network Pharmacy Benefit Manager or (b) the 50-64 Plan.”

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Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

“2.123. SHIP Pharmacy Plan means a Medicare Supplement, pre-standardized Medicare Supplement or Medicare Select policy or certificate, or a 50-64 Plan, offered under the SHIP which provides an outpatient prescription drug benefit.”

     B.

Article 2 of the Agreement is further amended by the addition of the following sections 2.129 through 2.134:

“2.129. 50-64 Member Contributions for a Policy Year means the sum of the monthly amounts earned for that Policy Year from each insured enrolled in the 50-64 Plan during that Policy Year.

2.130. 50-64 Plan means the preferred provider organization (PPO) insurance products, initially consisting of comprehensive PPO and catastrophic PPO products, that have been developed for AARP members age 50 to 64. These products include the use of Network Providers and coverage for services received from out-of-network providers. These products are further described in Exhibit 2.130, which exhibit may be modified from time to time in writing upon mutual agreement.

2.131. 50-64 Subfund has the meaning set forth in Section 8.2.1 hereof.

2.132. 50-64 Target Benefit Ratio means the quotient obtained by dividing the target Incurred Claims for the 50-64 Plan by the target 50-64 Member Contributions for a Policy Year.

2.133. Marketing Expenses includes those expenses incurred directly for marketing such as postage, advertising, creative development, production, printing, agency fees, model and segmentation development, and campaign implementation costs, exclusive of corporate overhead charges.

2.134. Pilot Period means January 1, 2004 until June 30, 2005. The Pilot Period may be changed upon mutual written agreement. Any 50-64 Plan sales effective as of the end of 2003 and their experience will be included as part of the Pilot Period.”

     C.

Section 3.2.2 of the Agreement is amended by the addition of new subparagraph (j) to read as follows:

"(j). United shall develop and make available to AARP members the 50-64 Plan in such sites and within such timeframes as agreed to by the Parties. United shall make available a network of Network Providers and manage the Network Provider relationships for the 50-64 Plan.

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Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Additionally, the Parties agree to the following:

(1) Pilot Period Evaluation. The Parties shall conduct a Pilot Period evaluation of the 50-64 Plan to be completed by June 30, 2005. The evaluation will measure the following criteria: (a) the underwriting acceptance rate calculated by dividing the number of accepted applications by the total number of applications received net of withdrawals, (b) the cumulative number of paid sales, (c) lapse rate, (d) 50-64 benefit ratio (loss ratio), (e) the marketing cost per paid response, and (f) such other criteria that may be mutually agreed upon. The benchmarks for conducting the evaluation of criteria (a) through (e) above are set forth in Exhibit 3.2.2(j)(1). The Parties agree that the results of this evaluation may necessitate changes to the program or necessitate the discontinuance of new 50-64 Plan sales. Any changes to the program or the decision to discontinue new 50-64 Plan sales shall be made upon mutual written agreement, except as provided in Subparagraph 3.3.7.1 below. The Parties further agree to conduct preliminary evaluations every six (6) months during the Pilot Period that measure the above criteria to the extent feasible and meaningful.

(2) Reports. United shall provide reports to ASI, at intervals and in a format and medium to be mutually agreed to by the Parties, to monitor and evaluate program performance. The types of reports and frequency of distribution to ASI are set forth in Exhibit 3.2.2(j)(1).

(3) Decisions. Except as provided in Sections 3.2.2(j)(1) and 3.3.7.1, ASI and the Trustees shall have the decision-making authority during the Pilot Period in recognition of the greater risk borne by the 50-64 Subfund. After the first twelve (12) months of the Pilot Period, the Parties shall negotiate and agree on the terms relating to decision making authority that will apply after the Pilot Period, taking into account such factors as claims risk, brand risk, marketing risk and other relevant risk factors identified by the Parties. Notwithstanding the foregoing, United shall retain decision-making authority for all activities required by law and this Agreement to be made by the insurer and claim and service administrator, such as decisions relating to claim adjudication (e.g., benefit payments and denials).

(4) Pharmacy benefit. Determination of the pharmacy benefit design for the 50-64 Plan is the responsibility of United and ASI. United shall utilize its pharmacy management programs in the administration of the pharmacy benefit for the 50-64 Plan for the Pilot Period, including its Retail Pharmacy Network, Drug List (Formulary), Pharmacy and Therapeutics Committee and Drug Utilization programs. United contracts with a pharmacy benefit management company (“PBM”) for the purpose of administering these management programs. However, subject to input by