HEALTH NET INC
EXHIBIT 10.15  WING LETTER (22 PGS)
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ka1535_exhibit_10.15"> </A>
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<BR></FONT><FONT SIZE=2><B>Exhibit 10.15    <BR>  </B></FONT></P>

<P><FONT SIZE=2>[Health
Net Letterhead] </FONT></P>

<P><FONT SIZE=2>March&nbsp;8,
2002 </FONT></P>

<P><FONT SIZE=2>Mr.&nbsp;Christopher
Wing<BR>
236 7<SUP>th</SUP> Street<BR>
Seal Beach, California 90740 </FONT></P>

<P><FONT SIZE=2>Dear
Mr.&nbsp;Wing: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
behalf of Health Net,&nbsp;Inc. (the "Company") I would like to confirm our offer for the position of President Health Plans&#151;California. The terms and conditions of your
employment, which would commence on April&nbsp;1, 2002, are set forth in this letter agreement (this "Agreement"): </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Salary.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You will be paid a monthly base salary of $37,500 less applicable withholdings (payable on a
bi-weekly basis) ("Base Salary"), which covers all hours worked. Generally, your Base Salary will be reviewed annually but the Company reserves the right to change your compensation from
time-to-time. Pursuant to the By-laws of the Company, any adjustment to your compensation must be made with the approval of the Compensation and Stock Option
Committee (the "Committee") of the Company's Board of Directors (or, in the event that you constitute one of the top two highest paid executive officers of the Company, with the approval of the
Company's Board of Directors). In addition, you will receive an engagement bonus in the amount of $300,000 payable within thirty (30)&nbsp;days of your effective date of employment. You must be
actively employed and on the Company payroll at the time the bonus is paid. If you voluntarily terminate your employment with the Company or the Company terminates your employment for cause within the
first three (3)&nbsp;years of employment, you will be required to repay
a prorated portion of the engagement bonus to the Company based on the number of months employed by the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Duties.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Your primary responsibility will be for the overall management of Health Net of California, but you
may be assigned other duties as needed and your duties may change from time to time on reasonable notice, based on your skills and the needs of the Company. You will report to Cora Tellez, President,
Health Plans but your reporting relationship may be changed from time-to-time at the discretion of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Adjustments and Changes in Employment Status.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You understand that the Company reserves the right to make
personnel decisions regarding your employment, including but not limited to decisions regarding any promotion, salary adjustment, transfer or disciplinary action, up to and including termination,
without notice and consistent with the needs of the business. Generally, performance and compensation are reviewed on an annual basis. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Protection of Proprietary and Confidential Information.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;By signing this letter below, you agree that your
employment creates a relationship of confidence and trust with the Company with respect to proprietary and confidential information (as defined below)of the Company learned by you during your
employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;You
agree not to directly or indirectly use or disclose any of the proprietary or confidential information of the Company or any of its affiliates at any time except in
connection with the services you provide to such entities. "Proprietary and confidential information" shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential
information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include information previously published publicly by
the Company or other information generally in the public domain. By way of illustration but not limitation, "proprietary and/or confidential information" includes: (i)&nbsp;trade secrets, documents,
memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity's </FONT></P>

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business; (ii)&nbsp;confidential marketing information including without limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs;
(iii)&nbsp;confidential financial information; (iv)&nbsp;personnel information (including without limitation employee compensation); and (v)&nbsp;other confidential business information. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;You
further agree that at all times during your employment and at all times after termination of your employment, you will keep in confidence and trust all proprietary
and confidential information, and that you will not use or disclose any proprietary or confidential information or anything related to such information without the written consent of the Company,
except as may be necessary in the ordinary course of performing your duties to the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;All
property, including, but not limited to, proprietary and confidential information, documents, data, records, apparatus, equipment and other physical property,
whether or not pertaining to proprietary or confidential information, provided to you by the Company or any of its affiliates or produced by you or others in connection with your providing services to
the Company or any of its affiliates shall be and remain the sole property of the Company or its affiliates (as the case may be) and shall be returned promptly to such appropriate entity as and when
requested by such entity. You shall return and deliver all such property upon termination of your employment, and you may not take any such property or any reproduction of such property upon such
termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;You
recognize that the Company and its affiliates have received and in the future will receive information from third parties which is private, proprietary or
confidential information subject to a duty on such entity's part to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree that during the term of
your employment, and thereafter, you owe such entities and such third parties a duty to hold all such private, proprietary or confidential information received from third parties in the strictest
confidence and not to disclose it, except as necessary in carrying out your work for such entities consistent with such entities' agreements with such third parties, and not to use it for the benefit
of anyone other than for such entities or such third parties consistent with such entities' agreements with such third parties. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;Your
obligations under this section shall continue after the termination of your employment, and that any breach of this Section shall be a material breach of this
agreement (the "Agreement"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Representation and Warranty of Employee.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You represent and warrant to the Company that the performance of
your duties, and the entering into of this Agreement, has not and will not violate any agreements with or trade secrets of any other person or entity. In addition, you represent and warrant to the
Company that you have not shared or disclosed, and will not share or disclose, any proprietary or confidential information of your previous employers or any other third party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Employee Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You may be eligible for various employee benefits if you meet the applicable participation
requirements. These benefits include paid time off ("PTO"), holidays, group medical, dental, vision, term life, and short and long term disability insurance and participation in the Company's 401(k)
plan and tuition reimbursement plan. It is agreed that you will be eligible for an annual PTO accrual of 24&nbsp;days (representing 7.38&nbsp;hours per bi-weekly pay period) through
120&nbsp;months of service, and an annual PTO accrual of 26&nbsp;days (representing 8.00&nbsp;hours per bi-weekly pay period) thereafter. The Company also will provide you with an
automobile allowance of $1,000 per month, subject to normal payroll deductions. You will be covered by workers' compensation insurance and state disability insurance, as required by state law.
Although the Company or its subsidiaries or affiliates may sponsor a benefit or plan for some employees, it is not required to do so for all employees, and may
exclude certain employees now or in the future from one or more benefits or plans. The Company or its subsidiaries or affiliates may modify, terminate or amend any benefit or plan in its discretion,
retroactively or prospectively, subject only to applicable law. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Stock Options and Restricted Stock.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon your acceptance of this offer of employment, and with a grant date
effective as of your first date of employment, you will be granted an option to purchase 350,000 shares of the Class&nbsp;A Common Stock of Health Net,&nbsp;Inc. (the "Common Stock"). All options
granted to you will be granted under the applicable Health Net,&nbsp;Inc. Stock Option Plan (the "Stock Option Plan"), in accordance with and subject to each term of the Company's form of option
agreement as adopted by the Committee (the "Stock Option Agreement"). These options will have a ten year term (subject to earlier termination as provided in the Stock Option Agreement or the Stock
Option Plan) and will have an exercise price equal to the closing sales price of the Common Stock on your first day of employment. The option will vest at the rate of 1/4<SUP>th</SUP> of the shares
covered thereby on each of the first through fourth anniversaries of the grant date. As this initial option grant to you will be a "mega-grant", you will not be eligible for additional
stock option grant awards until after the Executive Compensation Review process in 2004. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, as of your first date of employment you will be granted 40,000 restricted shares of Common Stock (the "Restricted Shares"), which will vest as follows: </FONT></P>

<UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>13,334
of the Restricted Shares will vest and become non-forfeitable on the first anniversary of the grant date;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>13,333
of the Restricted Shares will vest and become non-forfeitable at either (a)&nbsp;the date the closing sales price of Common Stock for 20
consecutive trading days is equal to or greater than $32 or (b)&nbsp;5&nbsp;years after the grant date;
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>&#149;</FONT></DT><DD><FONT SIZE=2>13,333
of the Restricted Shares will vest and become non-forfeitable at either (a)&nbsp;the date the closing sales price of the Common Stock
for 20 consecutive trading days is equal to or greater than $37 or (b)&nbsp;5&nbsp;years after the grant date; </FONT></DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Restricted Shares granted to you will be granted under the applicable Health Net,&nbsp;Inc. Stock Option Plan in accordance with and subject to each term of the Company's form of
Restricted Stock Agreement as adopted by the Committee. In the event you should leave the employ of Company, all unvested Restricted Shares shall be forfeited. As set forth in the applicable Stock
Option Plans and in the Stock Option Agreement and the Restricted Stock Agreement used by the Company, vesting of your options and the Restricted Shares may be accelerated upon the consummation of
certain "Change in Control" transactions (as defined in such documents) subject to the terms and conditions of such
documents. Please note that the definition of "Change in Control" contained in these documents is different in various respects from the definition set forth in Section&nbsp;11 below. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Annual Bonus.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You will also be eligible to participate in the Health Net,&nbsp;Inc. Executive Incentive
Plan (also known as the Management Incentive Plan ("MIP")) in accordance with the terms of the Plan, which provides you with a target opportunity to earn up to 70% of your Base Salary, prorated from
your date of hire, as additional compensation, according to the terms of the actual plan documents. The bonus payment will range from 0% to 150% of target depending upon the actual results achieved,
and specific, individually tailored measures will be established by the Company that must be achieved by you in order for you to be eligible to receive above target payments for a given plan year. It
is understood that the Committee and the Company will award bonus amounts, if any, as it deems appropriate consistent with the guidelines of the MIP. You acknowledge that in the event you are one of
the top five highest paid executive officers of the Company for a given year under applicable federal securities laws, your bonus for that year, if any, will be subject to the Company's Performance
Based 162(m) Plan in lieu of the MIP. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Additional Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You will be reimbursed up to the amount of $5,000 per year for documented costs incurred
for your personal financial counseling services. </FONT></P>

<P><FONT SIZE=2>Corporate
housing will also be provided for a period of one year from your date of hire along with reasonable commuting expenses, in each case in accordance with all applicable Company policies and </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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restrictions. Upon completion of one year, you will be responsible for any commuting expenses. You agree that, notwithstanding any Company policy that may be in effect, you will not be eligible to
receive any relocation benefits in connection with your employment by the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Term of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Your employment with the Company is "at-will," which means that either you
or the Company may terminate the employment relationship at any time, with or without notice and with or without Cause (as defined below). Upon termination of your employment for any reason, in
addition to any other payments that may be payable to you hereunder, you (or your beneficiaries or estate) will be paid (in each case to the extent not theretofore paid) within thirty (30)&nbsp;days
following your date of termination (or such shorter period that may be required by applicable law): your Base Salary through the date of termination, any compensation previously deferred by you
(together with any interest and earnings therein), accrued but unused PTO, reimbursable expenses incurred by you prior to the termination date and any other compensatory plan, arrangement or program
payment to which you may be entitled. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Pay.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;If
your employment is terminated by the Company without Cause (as defined below) at any time that is not within two (2)&nbsp;years after a Change in Control (as
defined below) of Health Net,&nbsp;Inc., you will be entitled to receive, provided you sign a Waiver and Release of Claims substantially in the form attached hereto as </FONT> <FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2>, which is
incorporated into this Agreement by reference, (i)&nbsp;a lump sum cash payment equal to twenty-four
(24)&nbsp;months of your Base Salary in effect immediately prior to the date of your termination and (ii)&nbsp;the continuation of your medical, dental and vision benefits for you and your
dependents for six (6)&nbsp;months following the effective date of your termination and (iii)&nbsp;after expiration of such six (6)&nbsp;month benefits continuation period, the premium payments
for continuation, under COBRA, of your medical, dental and vision benefits (as maintained for your benefit immediately prior to the date of your termination) for you and your dependents for a period
of eighteen (18)&nbsp;months, provided you properly elect to continue those benefits under COBRA. The lump sum payment referred to above will be paid within thirty (30)&nbsp;days following your
termination of employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;If
at any time within two (2)&nbsp;years after a Change in Control (as defined below) of Health Net,&nbsp;Inc. your employment is terminated by the Company without
Cause or you terminate your employment for Good Reason (as defined below) (by giving the Company at least fourteen (14)&nbsp;days prior written notice of the effective date of termination), then you
will be entitled to receive, provided you sign a Waiver and Release of Claims substantially in the form attached hereto as </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2>, which is
incorporated into this Agreement by reference, (i)&nbsp;a lump sum payment equal to thirty-six (36)&nbsp;months of your Base Salary in effect immediately prior to the date of your
termination and (ii)&nbsp;the continuation of your medical, dental and vision benefits for you and your dependents for eighteen (18)&nbsp;months following the effective date of your termination
and (iii)&nbsp;after expiration of such eighteen (18)&nbsp;months of benefits continuation period, the premium payments for continuation, under COBRA, of your medical, dental and vision benefits
(maintained for your benefit immediately prior to the date of your termination) for you and your dependents for a period of eighteen (18)&nbsp;months, provided you properly elect to continue those
benefits under COBRA; provided, however, that in the event the Company requests, in writing, prior to such voluntary termination by you for Good Reason that you continue in the employ of the Company
for up to an additional three months, you must continue to remain so employed by the Company during such requested extension in order to receive such severance benefits. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;In
the event that your employment is voluntarily terminated by you at any time (except for Good Reason within two years after a Change in Control of Health
Net,&nbsp;Inc.), then you shall not be eligible to receive any payments set forth in this Section&nbsp;11. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;For
purposes of this Agreement, the term Cause shall include, without limitation, (i)&nbsp;an act of dishonesty causing harm to the Company or any of its affiliates,
(ii)&nbsp;the knowing, unauthorized use or disclosure of proprietary or confidential information relating to the business of the Company or any of its affiliates, (iii)&nbsp;abuse of alcohol or
use of illegal drugs, (iv)&nbsp;conviction of or a plea of nolo contendere to a felony or a misdemeanor involving moral turpitude, (v)&nbsp;willful refusal to perform or gross neglect of the
duties assigned to you, (vi)&nbsp;the willful breach of any law that, directly or indirectly, affects the Company or any of its affiliates, (vii)&nbsp;a material breach by you following a Change
in Control of those duties and responsibilities of yours that do not differ in any material respect from your duties and responsibilities during the 90-day period immediately prior to such
Change in Control (other than as a
result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on your part, which is committed in bad faith or without reasonable belief that such breach is in
the best interests of the Company or any of its affiliates and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or
(viii)&nbsp;breach of your obligations hereunder (or under any Company policy) to protect the proprietary and confidential information of the Company or any of its affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;For
purposes of this Agreement Change in Control is defined as any of the following which occurs subsequent to the effective date of your employment: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;Any
person (as such term is defined under Section&nbsp;13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity
(other than Health Net,&nbsp;Inc. or any of its subsidiaries, or any employee benefit plan sponsored by Health Net,&nbsp;Inc. or any of its subsidiaries) is or becomes the beneficial owner (as
such term is defined in Rule&nbsp;13d-3 under the Exchange Act) of securities of Health Net,&nbsp;Inc. representing twenty percent (20%) or more of the combined voting power of the
outstanding securities of Health Net,&nbsp;Inc. which ordinarily (and apart from rights accruing under special circumstances) have the right to vote in the election of directors (calculated as
provided in paragraph&nbsp;(d) of such Rule&nbsp;13d-3 in the case of rights to acquire Health Net,&nbsp;Inc.'s securities) (the "Securities"); </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;As
a result of a tender offer, merger, sale of assets or other major transaction, the persons who are directors of Health Net,&nbsp;Inc. immediately prior to such
transaction cease to constitute a majority of the Board of Directors of Health Net,&nbsp;Inc. (or any successor corporations) immediately after such transaction; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;Health
Net,&nbsp;Inc. is merged or consolidated with any other person, firm, corporation or other entity and, as a result, the shareholders of Health
Net,&nbsp;Inc., as determined immediately before such transaction, own less than eighty percent (80%) of the outstanding Securities of the surviving or resulting entity immediately after such
transaction: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;A
tender offer or exchange offer is made and consummated for the ownership of twenty percent (20%) or more of the outstanding Securities of Health Net,&nbsp;Inc.; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;Health
Net,&nbsp;Inc. transfers substantially all of its assets to another person, firm, corporation or other entity that is not a wholly-owned subsidiary of Health
Net,&nbsp;Inc.; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;Health
Net,&nbsp;Inc. enters into a management agreement with another person, firm, corporation or other entity that is not a wholly-owned subsidiary of Health
Net,&nbsp;Inc. and such management agreement extends hiring and firing authority over you to an individual or organization other than Health Net,&nbsp;Inc. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of this Agreement the term Good Reason means any of the following which occurs subsequent to the effective date of a Change of Control: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;A
demotion or a substantial reduction in the scope of your position, duties, responsibilities or status with the Company, or any removal of you from or any failure to
reelect </FONT></P>

</UL>
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<P><FONT SIZE=2>
you to any of the positions (or functional equivalent of such positions) referred to in the introductory paragraphs hereof, except in connection with the termination of your employment for Disability
(as defined below), normal retirement or Cause or by you voluntarily other than for Good Reason; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;A
reduction by the Company in your Base Salary or a material reduction in the benefits or perquisites available to you as in effect immediately prior to any such
reduction; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;A
relocation of you to a work location more than fifty (50)&nbsp;miles from your work location immediately prior to such proposed relocation; provided that such
proposed relocation results in a materially greater commute for you based on your residence immediately prior to such relocation; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;The
failure of the Company to obtain an assumption agreement from any successor contemplated under Section&nbsp;15 of this Agreement. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;Any
lump sum payment that may be due to you under Section&nbsp;9 of this Agreement will be paid within thirty (30)&nbsp;days following your termination of
employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination by the Company for Cause.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company may terminate your employment for Cause at any time with
or without notice. In the event of such termination, you will not be eligible to receive any of the payments set forth in Section&nbsp;11 above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Termination due to Death or Disability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event that your employment is terminated at any time due to
death or Disability, you (or your beneficiaries or estate) shall be entitled to (a)&nbsp;continuation of all medical and dental insurance for a period of twelve (12)&nbsp;months from the date of
termination and (b)&nbsp;a lump sum payment equal to twelve (12)&nbsp;months of your Base Salary in effect immediately prior to the date of your termination to be paid within thirty
(30)&nbsp;days following your termination of employment, provided in the event of a termination due to Disability, you sign the Waiver and Release of Claims which is incorporated into this Agreement
by reference as </FONT><FONT SIZE=2><I>Exhibit&nbsp;A</I></FONT><FONT SIZE=2>. For purposes of this Agreement, a termination for "Disability" shall mean a termination of your employment due to your
absence from your duties with the Company on a full-time basis for at least 180 consecutive days as a result of your incapacity due to physical or mental illness. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Withholding.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All payments required to be made by the Company hereunder to you or your estate or
beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Potential Tax Consequences for "Parachute" Payments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provisions of this Agreement, in the event that (i)&nbsp;any payment or distribution by the Company to or for your benefit
(whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a
Change in Control or any person affiliated with the Company or such person) (all such payments and distributions, including the severance payments and benefits provided for in Section&nbsp;11 hereof
(the "Severance Payments"), being hereinafter called "Total Payments") would be subject (in whole or part) to the excise tax imposed under section&nbsp;4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax") and (ii)&nbsp;there are any excess parachute payments (within the meaning of section&nbsp;280G(b) of the Code), in the aggregate, in respect of such Total Payments
in excess of $50,000, then the Company shall pay to you an additional cash payment (the "Tax Gross-up") so that after receipt of such Tax Gross-up, the payment of any
additional federal, state and local income taxes on such Tax Gross-up amount and the payment of any Excise Taxes, you shall receive such net amount of Total Payments equal to the amount
that you would have received </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>
if no Excise Tax was due; </FONT><FONT SIZE=2><I>provided however</I></FONT><FONT SIZE=2> that you shall cooperate in good faith with the Company to minimize the amount of the Excise Tax that may
become payable by taking any such action or making any such election as may be reasonably requested by the Company in respect of the Total Payments due to you. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the provisions of Section&nbsp;15.3, all determinations required to be made under this Section&nbsp;15, including whether and when a Tax
Gross-Up is required and the amount of such Tax Gross-Up and the assumptions to be utilized in arriving at such determination, shall be made by the public accounting firm that,
immediately prior to the Change in Control, was the Company's independent auditor (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and you within
fifteen (15)&nbsp;business days of the receipt of notice from you that you have received Total Payments, or such earlier time as is requested by the Company. All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Tax Gross-Up, as determined pursuant to this Section&nbsp;15, shall be paid by the Company to you within five (5)&nbsp;days of the
receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by you, then the Accounting Firm shall furnish to you a written opinion that failure to
report the Excise Tax on your applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon
the Company. As a result of any uncertainty in the application of section&nbsp;4999 of the Code at the time of
the determination by the Accounting Firm hereunder, it is possible that Tax Gross-Up which will not have been made by the Company should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section&nbsp;15.3 and you thereafter are required to make a payment of any Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to you or for your benefit. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the
Tax Gross-Up. Such notification shall be given as soon as practicable but no later than ten (10)&nbsp;business days after you are informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30-day period following the date
on which you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies you in writing prior to
the expiration of such period that it desires to contest such claim, you shall: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;give
the Company any information reasonably requested by the Company relating to such claim, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;take
such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the Company, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;cooperate
with the Company in good faith in order effectively to contest such claim, and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;permit
the Company to participate in any proceedings relating to such claim; </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<UL>
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<P><FONT SIZE=2><A
NAME="page_kc1535_1_8"> </A> </FONT> <FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section&nbsp;15.3, the Company shall control all proceedings
taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct you to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a
determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; </FONT><FONT SIZE=2><I>provided
further</I></FONT><FONT SIZE=2>, that if the Company directs you to pay such claim and sue for a refund, the Company shall advance the amount of such payment to you on an interest-free
basis and shall indemnify and hold you harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance; and </FONT><FONT SIZE=2><I>provided further</I></FONT><FONT SIZE=2>, that any extension of the statute of limitations
relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which a Tax Gross-Up would be payable hereunder and you shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
after your receipt of an amount advanced by the Company pursuant to Section&nbsp;15.3, you become entitled to receive, and receive, any refund with
respect to such claim, you shall (subject to the Company's complying with the requirements of Section&nbsp;15.3) promptly pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If, after your receipt of an amount advanced by the Company pursuant to Section&nbsp;15.3, a determination is made that you shall not be
entitled to any refund with respect to such claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30)&nbsp;days after
such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Tax
Gross-Up required to be paid. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
the time that payments are made under this Agreement, the Company shall provide you with a written statement setting forth the manner in which such
payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from tax counsel, the Auditor or other advisors or
consultants (and any such opinions or advice which are in writing shall be attached to the statement). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Restrictive Covenants.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;You
hereby agree that, during (i)&nbsp;the six-month period following a termination of your employment with the Company that entitles you to receive
severance benefits under this Agreement or a written agreement with or policy of the Company or (ii)&nbsp;the twelve-month period following a termination of your employment with the Company that
does not entitle you to receive such severance benefits (the period referred to in either clause&nbsp;(i) or (ii), the "Restricted Period"), you shall not undertake any employment or activity
(including, but not limited to, consulting services) with a Competitor (as defined below) in any geographic area in which the Company or any of its affiliates operates (the "Market Area"), where the
loyal and complete fulfillment of the duties of the competitive employment or activity would call upon you to reveal, to make judgments on or otherwise use or disclose any confidential business
information or trade secrets of the business of the Company or any of its affiliates to which you had access during your employment with the Company. If you take a position as a vice president (or
higher position) or as a director of a Competitor it will be presumed for purposes of this Agreement that the loyal and complete fulfillment of your duties would require </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<BR>

<P><FONT SIZE=2>
you to use such information and you would therefore be deemed to be in breach of this provision. For purposes of this Section, "Competitor" shall refer to any health maintenance organization or
insurance company that provides managed health care or related services similar to those provided by the Company or any of its affiliates. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;In
addition, you agree that, during the applicable Restricted Period following termination of your employment with the Company, you shall not, directly or indirectly,
(A)&nbsp;solicit, interfere with, hire, offer to hire or induce any person, who is or was an employee of the Company or any of its affiliates at the time of such solicitation, interference, hiring,
offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to accept employment by, or enter into a business relationship with, you or any other
entity or person or (B)&nbsp;solicit, interfere with or otherwise contact any customer or client of the Company or any of its affiliates. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;It
is hereby further agreed that if any court of competent jurisdiction shall determine that the restrictions imposed in this Section are unreasonable (including, but
not limited to, the definition of Market Area or Competitor or the time period during which this provision is applicable), the parties hereto hereby agree to any restrictions that such court would
find to be reasonable under the circumstances. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;You
also acknowledge that the services to be rendered by you to the Company are of a special and unique character, which gives this Agreement a peculiar value to the
Company or any of its affiliates, the loss of which may not be reasonably or adequately compensated for by damages in an action at law, and that a material breach or threatened breach by you of any of
the provisions contained in this Section during the Restricted Period will cause the Company or any of its affiliates irreparable injury. You therefore agree that the Company may be entitled during
the Restricted Period, in addition to the remedies set forth above in this Section and any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving
the inadequacy of monetary damages or the
posting of any bond or security, enjoining or restraining you from any such violation or threatened violations. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Successors; Binding Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;This
Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a
result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding
upon the surviving or resulting corporation or the person or entity to which such assets are transferred. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;The
Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in paragraph&nbsp;(a) of this Section, it will cause any
successor or transferee unconditionally to assume, by written instrument delivered to you (or his beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to
obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall be a breach of this Agreement and shall entitle you to compensation and other benefits
from the Company in the same amount and on the same terms as you would be entitled hereunder if your employment were terminated without Cause. For purposes of implementing the foregoing, the date on
which any such merger, consolidation or transfer becomes effective shall be deemed the date of termination. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;This
Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If you shall die while any amounts would be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to such person or persons appointed in writing by you to receive such amounts or, if no person is so appointed, to your estate. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of
this Agreement shall remain in full force and effect and shall in no way be affected and the parties shall use their best efforts to find an alternative way to achieve the same result. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Integrated Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement supersedes any prior agreements, representations or promises of any
kind, whether written, oral, express or implied between the parties hereto with respect to the subject matters herein. It constitutes the full, complete and exclusive agreement between you and the
Company with respect to the subject matters herein. This agreement cannot be changed unless in writing, signed by you and the President of Health Net,&nbsp;Inc., and approved by the Board of
Directors of the Company (or the Committee, if permitted by the By-laws of the Company). </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Waiver.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No waiver of any default hereunder shall operate as a waiver of any subsequent default. Failure by
either party to enforce any of the terms or conditions of this Agreement, for any length of time or from time to time shall not be deemed to waive or decrease the rights of such party to insist
thereafter upon strict performance by the other party. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Notices.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All notices and communications required or permitted hereunder shall be in writing and shall be
deemed given (a)&nbsp;if delivered personally, (b)&nbsp;one (1)&nbsp;day after being sent by Federal Express or a similar commercial overnight service or (c)&nbsp;three (3)&nbsp;days after
being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the following addresses, or at such other addresses as the parties may designate by written notice in
the manner aforesaid: </FONT></P>

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<DIV ALIGN="CENTER"><TABLE WIDTH="90%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD WIDTH="37%"><FONT SIZE=2>If to the Company:</FONT></TD>
<TD WIDTH="63%"><FONT SIZE=2>Health Net,&nbsp;Inc. Attn:<BR>
Karin Mayhew<BR>
Senior Vice President, Organization Effectiveness<BR>
21650 Oxnard Street, 22nd Floor<BR>
Woodland Hills, California 91367</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="37%"><FONT SIZE=2><BR>
If to the Employee:</FONT></TD>
<TD WIDTH="63%"><FONT SIZE=2><BR>
Christopher Wing<BR>
236 7<SUP>th</SUP> Street<BR>
Seal Beach, California 90740</FONT></TD>
</TR>
</TABLE></DIV>
<!-- end of user-specified TAGGED TABLE -->


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The interpretation, construction and performance of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Survival and Enforcement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Sections 4 and 16 of this Agreement and any rights and remedies arising out of
this Agreement shall survive and continue in full force and effect in accordance with the respective terms thereof, notwithstanding any termination of this Agreement or your employment. The parties
agree that the Company would be damaged irreparably in the event any provision of Sections 4 or 16 of this Agreement were not performed in accordance with its terms or were otherwise breached and that
money damages would be an inadequate remedy for any such nonperformance or breach. Therefore, the Company or its successors or assigns shall be entitled in addition to other rights and remedies
existing in their favor, to an injunction or injunctions to prevent any breach or threatened
breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Acknowledgement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;You acknowledge that you have had the opportunity to discuss this matter with and obtain
advice from your attorney, have had sufficient time to and have carefully read and fully understood all of the provisions of this Agreement, and you are knowingly and voluntarily entering into this
Agreement. You further acknowledge that you are obligated to become familiar with and comply at all times with all Company policies. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
look forward to your joining our organization. In order to confirm your agreement with and acceptance of these terms, please sign one copy of this letter and return it to me. The
other copy is for your records. If there is any matter in this letter that you wish to discuss further, please do not hesitate to contact to me. </FONT></P>

<P><FONT SIZE=2>Sincerely,<BR></FONT></P>

<!-- User-specified TAGGED TABLE -->
<TABLE WIDTH="76%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>KARIN D. MAYHEW</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Karin D. Mayhew</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD COLSPAN=3 VALIGN="TOP"><FONT SIZE=2>Senior Vice President, Organization Effectiveness</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
cc:&nbsp;&nbsp;&nbsp;&nbsp;Cora Tellez</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD COLSPAN=3 VALIGN="TOP"><FONT SIZE=2><BR>
I agree to the terms of employment set forth in this letter.<BR></FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>CHRISTOPHER WING</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Christopher Wing</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
Date:&nbsp;&nbsp;&nbsp;&nbsp;<U>&nbsp;&nbsp;&nbsp;&nbsp;3-13-02&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="49%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>11</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="page_ke1535_1_1"> </A> </FONT> <FONT SIZE=2><B>EXHIBIT A  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>FORM OF WAIVER AND RELEASE OF CLAIMS  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This WAIVER AND RELEASE OF CLAIMS (this "Release") is made and entered into by and between Health Net,&nbsp;Inc. and it affiliates and subsidiaries (hereinafter
referred to as the "Company" and Christopher Wing (hereinafter referred to as "Employee"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Company and Employee are parties to an Employment Letter Agreement dated as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2002 (the
"Severance Payment Agreement"), and
are entering into this Release pursuant to Section&nbsp;&nbsp;&nbsp;&nbsp;of the Severance Payment Agreement as a condition to Employee's receipt of a severance payment thereunder (capitalized terms used but
not defined herein shall have the meanings set forth in the Severance Payment Agreement). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, the Company and Employee agree as follows: </FONT></P>

<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>1.</FONT></DT><DD><FONT SIZE=2>Employee's
employment with the Company will terminate on <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>. Upon termination of employment, Employee will not
represent to anyone that he or
she is an employee of the Company and will not say or do anything purporting to bind the Company.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>2.</FONT></DT><DD><FONT SIZE=2>Employee's
termination of employment with the Company shall be considered a [describe type of termination] under Section&nbsp;&nbsp;&nbsp;&nbsp;of the Severance Payment
Agreement, and Employee is therefore eligible to receive [describe payments and other benefits to be received].
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>3.</FONT></DT><DD><FONT SIZE=2>In
partial consideration of the Company providing Employee those benefits and payments set forth above, and as required by and in the Severance Payment Agreement as a condition to
receive such
payments and benefits, Employee freely and voluntarily enters into this Release and by signing this Release Employee, on his/her own behalf and on behalf of his or her heirs, beneficiaries,
successors, representatives, trustees, administrators and assigns, hereby waives and releases the Company, and each of its past, present and future officers, directors, shareholders, employees,
consultants, accountants, attorneys, agents, managers, insurers, sureties, parent and sister corporations, divisions, subsidiary corporations and entities, partners, joint venturers, affiliates,
beneficiaries, successors, representatives and assigns, from any and all claims, demands, damages, debts, liabilities, controversies, obligations, actions or causes of action of any nature whatsoever,
whether based on tort, statute, contract, indemnity, rescission or any other theory or recovery, including but not limited to claims arising under federal, state or local laws prohibiting
discrimination in employment, including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended, claims of disability discrimination under the Americans with
Disabilities Act, the Age Discrimination in Employment Act, as amended ("ADEA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the California Fair Employment and Housing Act, the
California Labor Code and the California Constitution (all as amended) or claims growing out of any legal restrictions on the Company's right to terminate its employees and whether for compensatory,
punitive, equitable or other relief, whether known, unknown, suspected or unsuspected, against the Company, including without limitation claims which may have arisen or may in the future arise in
connection with any event which occurred on or before the date of Employee's execution of this Release. The provisions in this paragraph are not intended to prohibit Employee from filing a claim for
unemployment insurance.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>4.</FONT></DT><DD><FONT SIZE=2>Employee
expressly waives any right or claim of right to assert hereafter that any claim, demand, obligation and/or cause of action has, through ignorance, oversight or error, been
omitted from the terms of this Release. Employee makes this waiver with full knowledge of his/her rights and with specific intent to release both his/her known and unknown claims, and therefore
specifically waives </FONT></DD></DL>
<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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<P><FONT SIZE=2>the
provisions of Section&nbsp;1542 of the Civil Code of California or other similar provisions of any other applicable law, which reads as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>"A
general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected
his settlement with the debtor." </FONT></P>

<P><FONT SIZE=2>Employee
understands and acknowledges the significance and consequence of this Release and of such specific waiver of Section&nbsp;1542, and expressly agrees that this Agreement shall be given full
force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, obligations and causes of action herein above
specified. </FONT></P>

</UL>
</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>5.</FONT></DT><DD><FONT SIZE=2>Employee
shall not initiate or cause to be initiated against the Company any compliance review, suit, action, investigation or proceeding of any kind, or voluntarily participate in
same, individually or as a representative, witness or member of a class, under contract, law or regulation, federal, state or local, pertaining to any matter related to his/her employment with the
Company, unless Employee first cooperates in making his/her allegations known to the Company for the Company to take corrective action at a time and place designated by the Company. In addition,
Employee shall, without further
compensation, cooperate with and assist the Company in the investigation of, preparation for or defense of any actual or threatened third party claim, investigation or proceeding involving the Company
or its predecessors or affiliates and arising from or relating to, in whole or in part, Employee's employment with the Company or its predecessors or affiliates for which the Company requests
Employee's assistance, which cooperation and assistance shall include, but not be limited to, providing testimony and assisting in information and document gathering efforts. In this connection, it is
agreed that the Company will use its reasonable best efforts to assure that any request for such cooperation will not unduly interfere with Employee's other material business and personal obligations
and commitments.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>6.</FONT></DT><DD><FONT SIZE=2>Employee
agrees he or she will return to the Company immediately upon termination any building key(s), security pass or other access or identification cards and any Company property
that was in his or her possession, including but not limited to any documents, credit cards, computer equipment, mobile phones or data files. Employee agrees to clear all expense accounts and pay all
amounts owed on any corporate credit card(s) which the Company previously issued to Employee.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>7.</FONT></DT><DD><FONT SIZE=2>Employee
shall not, without the Company's written consent by an authorized representative, at any time prior or subsequent to the execution of this Release, disclose, use, remove or
copy any confidential, trade secret or proprietary information he/she acquired during the course of his/her employment by the Company, including without limitation, any technical, actuarial, economic,
financial, procurement, provider, customer, underwriting, contractual, managerial, marketing or other information of any type that has economic value in the business in which the Company is engaged,
but not including any previously published information or other information generally in the public domain.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>8.</FONT></DT><DD><FONT SIZE=2>In
addition to any other part or term of this Release or the Severance Payment Agreement, Employee agrees that he or she will not, (a)&nbsp;for a period of one (1)&nbsp;year from
the date of this Agreement, irrespective of the reason for the termination, either directly or indirectly, on his or her own behalf or on behalf of any other person: 1)&nbsp;make known to any
person, firm, corporation or other entity of any type, the names and addresses of any of the Company's customers, enrollees or providers or any other information pertaining to them; or
2)&nbsp;disrupt, solicit or influence or attempt to solicit, disrupt or influence any of the Company's customers, employees, providers, vendors, agents or independent contractors with whom the
Employee became acquainted during the course of employment or service for the purpose of terminating such a person's or entity's relationship with the Company or causing such a person or entity to
associate with a competitor of </FONT></DD></DL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>the
Company, and (b)&nbsp;for the six month period following the Termination Date, undertake any employment or activity prohibited by Section&nbsp;10 of the Severance Payment Agreement. The
prohibitions of this paragraph are not intended to deny employment opportunities within the Employee's field of employment but are limited only to those prohibitions necessary to protect the Company
from unfair competition. </FONT></P>

</UL>
<DL compact>
<DT style='margin-bottom:-11pt;'><FONT SIZE=2>9.</FONT></DT><DD><FONT SIZE=2>Any
developments or discoveries by Employee during the course of his or her employment with the Company through the date of execution of this Release resulting in patents, lists of
customers, trade
secrets, specialized know-how or other intellectual property useful in the then current business of the Company shall be for the sole benefit of the Company.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>10.</FONT></DT><DD><FONT SIZE=2>Nothing
contained herein shall be construed as an admission of any wrongful act, including but not limited to violation of any contract, express or implied, or any federal, state or
local employment laws or regulations, and nothing contained herein shall be used for any purpose except in proceedings related to the enforcement of this Release or the Severance Payment Agreement.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>11.</FONT></DT><DD><FONT SIZE=2>If
any part or term of this Release is held invalid or unenforceable, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other part
or term of this Release.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>12.</FONT></DT><DD><FONT SIZE=2>The
Employee acknowledges that he/she has had an opportunity to consult and be represented by counsel of his/her own choosing in the review of this Release, and that he/she has been
advised by the Company to do so, that the Employee is fully aware of this Release and of its legal effect, that the preceding paragraphs recite the sole consideration for this Release, and that
Employee enters into this Release freely, without coercion, and based on the Employee's own judgment and not in reliance upon any representation or promise made by the other party, other than those
contained herein. There may be no modification of the terms of this Release except in writing signed by the parties hereto.
<BR><BR></FONT></DD><DT style='margin-bottom:-11pt;'><FONT SIZE=2>13.</FONT></DT><DD><FONT SIZE=2>This
Release shall be construed and governed by the laws of the State of Delaware. </FONT></DD></DL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EMPLOYEE
ACKNOWLEDGES BY SIGNING BELOW that (i)&nbsp;Employee has not relied upon any representations, written or oral, not set forth in this Release; (ii)&nbsp;at the time Employee
was given this Release Employee was informed in writing by the Company that (a)&nbsp;Employee had at least 45&nbsp;days in which to consider whether Employee would sign the Release and
(b)&nbsp;Employee should consult with an attorney before signing the Release; and (iii)&nbsp;Employee had an opportunity to consult with an attorney and either had such consultations or has freely
decided to sign this Release without consulting an attorney. Employee also acknowledges that at the time Employee was given this Release, Employee was given written notice of the eligibility criteria
for the employment termination program and the time limits applicable to the program, the job titles and ages (or dates of birth) of all individuals eligible for the program and the ages of the
individuals in the same job classification or organizational unit who are not eligible for the program. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee
further acknowledges that he or she may revoke acceptance of this Release by delivering a letter of revocation within seven (7)&nbsp;days after the date set forth below
addressed to: Health Net,&nbsp;Inc. Corporate Legal Department, 21650 Oxnard Street, Woodland Hills, California 91367. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Finally,
Employee acknowledges that he or she understands that this Release will not become effective until the eighth (8th) day following his or her signing this Release and that if
Employee does not
revoke his or her acceptance of the terms of this Release within the seven (7)&nbsp;day period following the date on which Employee signs this Release, this Release will be binding and enforceable. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have executed this Release as of the dates set forth below. </FONT></P>

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<TABLE WIDTH="90%" BORDER=0 CELLSPACING=0 CELLPADDING=0>
<TR VALIGN="TOP">
<TD COLSPAN=2><FONT SIZE=2>Employee</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=2><FONT SIZE=2>Health Net,&nbsp;Inc.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="6%"><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="41%"><FONT SIZE=2>[EXHIBIT COPY]</FONT><HR NOSHADE><FONT SIZE=2> Name:</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2>By:</FONT></TD>
<TD WIDTH="41%"><FONT SIZE=2>[EXHIBIT COPY]</FONT><HR NOSHADE><FONT SIZE=2> Name:<BR>
Title:</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="6%"><FONT SIZE=2><BR>
Date:</FONT></TD>
<TD WIDTH="41%"><FONT SIZE=2><BR>
[TO BE INSERTED</FONT><HR NOSHADE></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2><BR>
Date:</FONT></TD>
<TD WIDTH="41%"><FONT SIZE=2><BR>
[TO BE INSERTED]</FONT><HR NOSHADE></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<BR>
<P><br><A NAME="02WLA1508_3">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_ka1535_1">Exhibit 10.15</A></FONT><BR>
</UL>
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