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ARTICLE VII.

INDEMNIFICATION

The Parties acknowledge and agree that the indemnification provisions of Article VII of the Stock Purchase Agreement shall

apply to this Agreement.

ARTICLE VIII.

MISCELLANEOUS

Section 8.1. Amendment and Modification. This Agreement may be amended, modified or supplemented, only by a written

agreement signed by each of the Parties. No course of dealing between or among any of the Parties hereto shall be deemed effective

to modify or amend any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

Section 8.2. Waiver of Compliance; Consents. Any failure of United, on the one hand, or Parent, Seller or HN Life, on the other

hand, to comply with any obligation, covenant, agreement or condition herein may be waived by United or Parent, or Seller,

respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict

compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any

subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any Party, such consent shall be

given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 8.2.

Section 8.3. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to

have been duly given when delivered in person, by telecopier (with a confirmed receipt thereof) or registered or certified mail

(postage prepaid, return receipt requested), and on the next Business Day when sent by overnight courier service, to the Parties at the

following addresses (or at such other address for a Party as shall be specified by like notice):

Health Net, Inc. 21650 Oxnard Street

Woodland Hills, CA 91367

Attention: Linda V. Tiano, Senior Vice President,

General Counsel and Secretary

Facsimile: 818.676.7503

(a) to Seller and HN Life at: