***
indicates material has been omitted pursuant to a Confidential
Treatment Request filed with the Securities and Exchange
Commission. A complete copy of this agreement has been filed
separately with the Securities and Exchange Commission.
Exhibit 10.2
AMENDMENT TO THE MINIMUM PREMIUM
FINANCIAL AGREEMENT,
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005,
BY AND BETWEEN
ADMINISTAFF OF TEXAS, INC.,
AND
UNITED HEALTHCARE INSURANCE COMPANY
THIS AMENDMENT TO THE MINIMUM PREMIUM
FINANCIAL AGREEMENT, as amended and restated effective
January 1, 2005, (the “MP Financial Agreement”) is
entered into as of July 2, 2007, by and between Administaff of
Texas, Inc., a Texas corporation, and United Healthcare Insurance
Company, a Connecticut corporation (this
“Amendment”).
RECITALS
WHEREAS, on or about June 25,
2002, the Employer and the Company executed the Minimum Premium
Financial Agreement effective January 1, 2002 (“Original
Agreement”), and on or about December 3, 2004, the
Employer and the Company executed an amendment to the Original
Agreement; and
WHEREAS, effective January 1,
2005, the Employer and the Company executed the MP Financial
Agreement to amend and restate the Original Agreement (terms
capitalized in this Amendment not for grammatical reasons and not
otherwise defined in this Amendment shall have the meanings
ascribed to them in the MP Financial Agreement); and
WHEREAS, the Employer and the Company
now wish to further amend the MP Financial Agreement pursuant to
the terms of this Amendment effective January 1, 2008, unless
otherwise stated herein.
NOW, THEREFORE, in consideration of
the following mutual covenants and promises, the parties agree as
follows:
ARTICLE I
Section 1.1 *** .
Section 4 of Exhibit A to the MP Financial Agreement is
revised to add a new section 4.c., effective May 10,
2007:
In
consideration for the changes reflected in this Amendment and the
contemporaneous Amendment to the Minimum Premium Administrative
Services Agreement, the parties acknowledge that (i) the ***
for the Arrangement Month of May 2007 in the amount of $3.26
million and (ii) such amount shall be taken into consideration
for the purposes of determining any future actions, if
any, which may
be necessary to manage the Redetermined Accumulated Surplus in
accordance with Exhibit A to the MP Financial Agreement, and
(iii) such amount shall not be recognized as Policy
Revenue.
Section 1.2. Entire
Agreement, Amendment and Waiver . Section 10.f of the MP
Financial Agreement is hereby amended and restated in its entirety
to read, effective May [10], 2007:
Absent extraordinary and unforeseen
circumstances, neither party shall seek, with respect to the 2008,
2009 and 2010 Arrangement Years, an amendment or modification to
the Agreement, the MP Administrative Services Agreement relating to
*** ; and provided, further, that the Company’s rights
under section 5(a) of the Agreement shall be suspended with respect
to changes for the 2008, 2009 and 2010 Arrangement Years (except
with regard to a modification consistent with a change in actual
premium tax expense).
Section 1.3.
Management of the Redeteimined Accumulated Surplus/Deficit .
Sections 6.b and 6.c of Exhibit A of the MP
Financial Agreement are hereby amended and restated in their
entirety to read, effective for Quarterly or Annual Reviews of
Arrangement Quarters beginning on or after January 1,
2007:
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b. |
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If, as part of a Quarterly Review or Annual Review, the Company
determines that the Redetermined Accumulated Surplus for the
Preceding Quarter exceeds $9 million, then commencing 15 days
after such determination, the Company shall waive the
Employer’s then current obligation to fund the Claims
Account, if any, in an amount equal to the Redetermined Accumulated
Surplus amount less $9 million. Any Claims Account funding
waived by the Company under this subparagraph 6.b. shall not be
recognized as Policy Revenue (e.g., as Health Benefits Paid from
the Claims Account or otherwise) but the claims funded by such
waiver shall be included as Incurred Claims. |
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| |
|
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The parties acknowledge that the Company waived Additional
Quarterly Premium due in 2007 with respect to the first Arrangement
Quarter of 2007 in the amount of $2,000,000.00 and (i) such
amount shall be taken into consideration for the purposes of
determining any further actions, if any, which may be necessary to
manage the Redetermined Accumulated Surplus (initially calculated
as of June 30, 2007) in accordance with Exhibit A to the
MP Financial Agreement, and (ii) such amount shall not be
recognized as Policy Revenue. |
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