0001016843-98-000165 Sample Contracts

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FIFTH AMENDMENT
Healthplan Services Corp • March 30th, 1998 • Insurance agents, brokers & service • North Carolina
R.E. HARRINGTON DEFERRED COMPENSATION AGREEMENT
Compensation Agreement • March 30th, 1998 • Healthplan Services Corp • Insurance agents, brokers & service • Ohio
SIXTH AMENDMENT
Healthplan Services Corp • March 30th, 1998 • Insurance agents, brokers & service • North Carolina
THIRD AMENDMENT TO AMENDED CONSOLIDATED AND RESTATED LEASE
Healthplan Services Corp • March 30th, 1998 • Insurance agents, brokers & service
EXHIBIT 2.7 SHAREHOLDER AGREEMENT
Shareholder Agreement • March 30th, 1998 • Healthplan Services Corp • Insurance agents, brokers & service • Florida
RECITALS
Administrative Services and Business Transfer Agreement • March 30th, 1998 • Healthplan Services Corp • Insurance agents, brokers & service • Wisconsin
As of March 28, 1997
Healthplan Services Corp • March 30th, 1998 • Insurance agents, brokers & service • North Carolina

Reference is made to the Credit Agreement dated as of May 17, 1996 (as amended by the First Amendment thereto dated July 1, 1996 (the "First Amendment"), and as amended by the Second Amendment thereto dated September 26, 1996 (the "Second Amendment"), and as may be further amended, restated or otherwise modified, the "Credit Agreement"), by and among HealthPlan Services Corporation (the "Borrower"), the Lenders party to such Credit Agreement, and First Union National Bank of North Carolina, as Agent for the Lenders. Capitalized terms used and not defined herein shall have the meaning given thereto in the Credit Agreement.

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