FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • March 15th, 2007 • Health Net Inc • Hospital & medical service plans • New York
Health Net, Inc., a Delaware corporation (the “Company”), has delivered or will deliver to an affiliate of JPMorgan Chase Bank, National Association, London Branch (“JPMCB”), shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company, together with rights to purchase Series A Junior Participating Preferred Stock of the Company (the “Rights”), in settlement of the Company’s obligations under that certain letter agreement, dated December 13, 2006, between the Company and J.P. Morgan Securities Inc. (“you” or “JPMS”), as agent for JPMCB and its affiliates, evidencing an accelerated share buyback transaction (the “Confirmation”). Such shares will be reoffered and sold from time to time by JPMS in the manner and subject to the terms and conditions of this agreement (the “Agreement”). Such shares, together with the Rights, are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.
