UnitedHealth Group (UNH)

RECITALS

WHEREAS, AARP, the Trustees of the AARP Insurance Plan (“Trustees”), and United are parties to a certain AARP Health Insurance Agreement dated as of February 26, 1997 (the “Original Agreement”).

WHEREAS, by subsequent amendment and assignment on December 28, 1999, AARP, AARP Trust and United agreed to the assignment to and assumption by ASI of certain rights and obligations (the “Third Amendment”).

WHEREAS, various other amendments have been made to the Original Agreement (collectively, the “Agreement”).

WHEREAS, pursuant to the Ninth Amendment to the Agreement, the Parties have successfully launched a program offering comprehensive insurance products for AARP members age 50 to 64 (“50-64 Plan”) and wish to expand and extend this program.

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NOW, THEREFORE, the Parties agree as follows:

2.138. Formal Product Offering Period (“Period”) for the 50-64 Plan means January 1, 2006 until December 31, 2006. This Period may be changed upon mutual written agreement.”

“AARP’s royalty for Policy Year 2006 shall be ***% of 50-64 Member Contributions.”

“United’s Administrative Services Fee for Services provided for the 50-64 Plan in Policy Year 2006 shall be ***% of 50-64 Member Contributions.”

“6.3.4(a). United’s base risk and profit charge: ***% of 50-64 Member Contributions through December 31, 2005; ***% of 50-64 Member Contributions for Policy Year 2006;”

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date below indicated.

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RECITALS

WHEREAS, AARP, the Trustees of the AARP Insurance Plan (“Trustees”), and United are parties to a certain AARP Health Insurance Agreement dated as of February 26, 1997 (the “Original Agreement”).

WHEREAS, by subsequent amendment and assignment on December 28, 1999, AARP, AARP Trust and United agreed to the assignment to and assumption by ASI of certain rights and obligations (the “Third Amendment”).

WHEREAS, various other amendments have been made to the Original Agreement (collectively, the “Agreement”).

WHEREAS, pursuant to the Ninth Amendment to the Agreement, the Parties have successfully piloted a program offering comprehensive insurance products for AARP members age 50 to 64 (“50-64 Plan”).

WHEREAS, the Pilot Period, as defined in the Agreement, expires on December 31, 2005; and

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WHEREAS, the parties wish to extend the Pilot Period through February 28, 2006.

NOW, THEREFORE, the Parties agree as follows:

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date and year first above written.

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RECITALS

WHEREAS, AARP, the Trustees of the AARP Insurance Plan (“Trustees”), and United are parties to a certain AARP Health Insurance Agreement dated as of February 26, 1997 (the “Original Agreement”).

WHEREAS, by subsequent amendment and assignment on December 28, 1999, AARP, AARP Trust and United agreed to the assignment to and assumption by ASI of certain rights and obligations (the “Third Amendment”).

WHEREAS, various other amendments have been made to the Original Agreement (collectively, the “Agreement”).

WHEREAS, pursuant to the Ninth Amendment to the Agreement, the Parties have successfully piloted a program offering comprehensive insurance products for AARP members age 50 to 64 (“50-64 Plan”).

WHEREAS, the Pilot Period, as defined in the Ninth Amendment, expires on June 30, 2005; and

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WHEREAS, the parties wish to extend the Pilot Period through December 31, 2005.

NOW, THEREFORE, the Parties agree as follows:

“2.134. Pilot Period means January 1, 2004 until December 31, 2005. The Pilot Period may be changed upon mutual written agreement. Any 50-64 Plan sales effective as of the end of 2003 and their experience will be included as part of the Pilot Period.”

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date and year first above written.

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