Health Net 2011 Annual Report Download - page 300

Change in Control, in fact, has occurred. At the Trustee’s request, the Employer shall furnish such evidence as may be
necessary to enable the Trustee to determine whether a Change in Control has occurred. In taking or refraining from any
action under this Trust Agreement, the Trustee may rely on its determination, including an opinion of counsel (who may be
counsel to the Employer or the Trustee), that a Change in Control has occurred. The Trustee’s determination as to whether
a Change in Control has occurred shall be binding and conclusive on all persons with respect to this Trust Agreement.
7. Section 5.1(a) is amended to replace the phrase “except as otherwise provided in Section 4.2(d) and subsection
(b) hereunder” with the phrase “except as otherwise provided in Sections 2.3, 4.2(c), 4.2(d) and subsection (b) of this section”.
8. The second sentence of Section 6.1 is amended to read as follows:
Prior to a Change in Control, the Employer may remove the Trustee upon a thirty (30) day advance written notice to the
Trustee (which notice may be waived by the Trustee), except that the removal shall be null and void if a Change in Control
occurs within 30 days of the Trustee’s receipt of such notice.
9. Section 9.3 is amended in its entirety to read as follows:
9.3 Payments to the Employer Prior to Termination. No part of the Trust shall revert to the Employer at any time prior
to the earliest of (i) the Employer’s Insolvency, as defined in Article XI, (ii) the satisfaction of all liabilities under the Plans
listed on Exhibit A (as such exhibit may be amended from time to time), as described in Section 9.1, and (iii) the
Employer’s request pursuant to Section 2.3 for a distribution of Trust assets to the extent such assets exceed the liabilities
of the Plans listed on Exhibit A.
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