Health Net 2011 Annual Report Download - page 297

Exhibit 10.49
Amendment Number One
to the
Trust Under the Health Net, Inc. Deferred Compensation Plan
This amendment is made and entered into on the date set forth below by and between Health Net, Inc., a Delaware
corporation (formerly, Foundation Health Systems, Inc.), and Union Bank of California (the “Trustee”).
W I T N E S S E T H :
WHEREAS, Health Net, Inc. (together with its designated affiliates, the “Employer”) maintains the Health Net, Inc.
Deferred Compensation Plan (the “Plan”) pursuant to which the Employer has incurred unfunded deferred compensation liabilities
with respect to participants in the Plan;
WHEREAS, the Employer is the grantor of a trust (“Trust”) established by the Employer pursuant to an agreement (the
“Trust Agreement”) dated as of September 1, 1998 by and between Foundation Health Systems, Inc. (now known as Health Net, Inc.)
and Union Bank of California, N.A. to provide a source of funds for the Employer to satisfy its liabilities under the Plan and other
plans listed in Exhibit A to the Trust Agreement; and
WHEREAS, the Employer desires to amend the Trust Agreement to conform to certain changes to the Plan and to make
certain other changes.
NOW, THEREFORE, the Trust Agreement is amended as follows:
1. Section 1.11 of the Trust Agreement is amended in its entirety to read as follows:
1.11 Funding Upon a Change in Control. After the occurrence of a Change of Control (defined below), at the time
determined by the Board of Directors (the “Board”) of Health Net, Inc. (“HNI”)) in its sole discretion, the Employer shall
deposit cash or other property in trust with the Trustee in an amount so that the assets held by the Trustee pursuant to this
Trust Agreement shall be sufficient to satisfy the Employer’s liabilities to participants in the Plans listed in Exhibit A
hereto. The Em
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the Trustee of the occurrence of a Chan
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e of Control.