0001193125-04-042056 Sample Contracts

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HEALTH NET, INC.
Nonqualified Stock Option Agreement • March 15th, 2004 • Health Net Inc • Hospital & medical service plans

Agreement made as of [DATE] (the “Grant Date”), between Health Net, Inc., a Delaware corporation (the “Company”), and [EMP NAME], an employee of the Company or a Subsidiary of the Company (the “Optionee”).

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STANDARD LEASE AGREEMENT (OFFICE) BETWEEN LANDHOLD, INC., A CALIFORNIA CORPORATION, AS “LANDLORD” AND HEALTH NET, INC., A DELAWARE CORPORATION, AS “TENANT” MARCH 5, 2001 (11971 FOUNDATION PLACE, RANCHO CORDOVA)
Standard Lease Agreement • March 15th, 2004 • Health Net Inc • Hospital & medical service plans

This Standard Lease Agreement (“Lease”) is made and entered into by the Landlord and Tenant referred to in the Basic Lease Information. The Basic Lease Information attached to this Lease as page 1 and page 2 is hereby incorporated into this Lease by this reference.

OFFICE LEASE WARNER CENTER PLAZA AH WARNER CENTER PROPERTIES, LIMITED LIABILITY COMPANY, a Delaware limited liability company as Landlord, and FOUNDATION HEALTH SYSTEMS, INC., a Delaware corporation, as Tenant.
Office Lease • March 15th, 2004 • Health Net Inc • Hospital & medical service plans • California

This Office Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Office Lease and Summary are collectively referred to herein as the “Lease”), dated as of the date set forth in Section 1 of the Summary is made by and between AH WARNER CENTER PROPERTIES, LIMITED LIABILITY COMPANY, a Delaware limited liability company (“Landlord”), and FOUNDATION HEALTH SYSTEMS, INC., a Delaware corporation (“Tenant”).

SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT
Day Credit Agreement • March 15th, 2004 • Health Net Inc • Hospital & medical service plans

THIS SECOND AMENDMENT TO 364-DAY CREDIT AGREEMENT (this “Amendment”), dated as of June 25, 2003, is entered into among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto (the “Existing Lenders”), the Lenders identified on the signature pages hereto as the new Lenders (the “New Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

OFFICE LEASE WARNER CENTER PLAZA DOUGLAS EMMETT REALTY FUND 2000, a California limited partnership as Landlord, and HEALTH NET, INC., a Delaware corporation as Tenant
Office Lease • March 15th, 2004 • Health Net Inc • Hospital & medical service plans • California

The undersigned hereby agree to the following terms of this Summary of Basic Lease Information (the “Summary”). This Summary is hereby incorporated into and made a part of the attached Office Lease (the “Office Lease”) which pertains to the “Project”, as that term is defined in the Office Lease, commonly known as “Warner Center Towers” located in Woodland Hills, California. This Summary and the Office Lease are collectively referred to herein as the “Lease”. Each reference in the Office Lease to any term of this Summary shall have the meaning set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Office Lease.

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