exv10w3



 




*** indicates material has been omitted pursuant to a Confidential Treatment Request filed
with the Securities and Exchange Commission. A complete copy of this agreement has been filed
separately with the Securities and Exchange Commission.




Exhibit 10.3




AMENDMENT TO THE MINIMUM PREMIUM ADMINISTRATIVE

SERVICES AGREEMENT,

AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005,

BY AND BETWEEN

ADMINISTAFF OF TEXAS, INC.,

AND

UNITED HEALTHCARE INSURANCE COMPANY




     THIS AMENDMENT TO THE MINIMUM PREMIUM ADMINISTRATIVE SERVICES AGREEMENT, as amended and
restated effective January 1, 2005, (the “Administrative Services Agreement”) is entered into as
of July 2, 2007, by and between Administaff of Texas, Inc., a Texas corporation, and United
Healthcare Insurance Company, a Connecticut corporation (this “Amendment”).



RECITALS




     WHEREAS, on or about June 25, 2002, the Employer and the Company executed the Minimum Premium
Administrative Services Agreement effective January 1, 2002 (“Original Agreement”), and on or
about December 3, 2004, the Employer and the Company executed an amendment to the Original
Agreement; and



     WHEREAS, effective January 1, 2005, the Employer and the company executed the
Administrative Services Agreement to amend and restate the Original Agreement (Terms
capitalized in this Amendment not for grammatical reasons and not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Administrative Services Agreement);
and



     WHEREAS, the Employer and the Company now wish to further amend the Administrative Services
Agreement pursuant to the terms of this Amendment effective January 1, 2008, unless otherwise
stated herein.



     NOW, THEREFORE, in consideration of the following mutual covenants and promises, the parties
agree as follows:



ARTICLE I




     Section 1.1. Exceptions to the Company’s Right to be Exclusive Provider. Sections
B.1, B.2, B.3, B.4 and B.5 of Exhibit F of the Administrative Services Agreement are
hereby













 




amended and restated in their entirety to read:




     B. Exceptions to the Company’s Right to be Exclusive Provider


















 












	 	1.	 	*** : Effective May 10, 2007, the Employer may offer alternate ***
coverage (but not *** coverage) through *** , *** and
*** to Clients in *** . Subject to Section E of this Exhibit F,
the Employer may offer *** coverage to Clients in *** .
	 
	 	2.	 	***  and *** :






	 	a.	 	The Employer shall offer to each Client the following coverage options
for Employees at *** worksites: (i) existing *** coverage options (medical and/or
dental) or (ii) coverage options offered by the Company (medical and/or dental).
	 
	 	b.	 	The Employer shall offer to each Client the following coverage options
for Employees at *** worksites: (i) existing *** coverage options and (ii)
Competitive coverage options offered by the Company (medical and/or dental).






	 	3.	 	***  and *** : Effective January 1, 2008, *** and
*** shall no longer be an exception to Company’s right to be the Employer’s
exclusive provider.
	 
	 	4.	 	Developing Markets:






	 	a.	 	Effective ***, the exclusivity exception for “New Markets” reflected in
the 2005 Agreement is eliminated (except for those New Markets designated as such
prior to ***).
	 
	 	b.	 	Effective ***, if no group health insurance or similar product offered by
the Company in a Developing Market is competitive in that market, as determined in
section B.4.c of this Exhibit F, the Employer may offer, subject to section
B.4.c and Section C of this Exhibit F, the health insurance or similar
products of a Competing Vendor in such Developing Market.
	 
	 	c.	 	If the Employer in good faith reasonably believes the Company’s product
offerings are not competitive in a Developing Market, then the Employer shall inform
the Company of such belief as soon as practicable and the parties shall discuss the
Employer’s concerns. If the Company, after such discussions, in good faith
reasonably believes its product offerings in such Developing Market are competitive,
the Company will not be required to waive the Employer’s exclusivity requirement
under this Exhibit F; provided, however, that the Company will in no event
unreasonably withhold any such waiver.






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	 	5.	 	Removal or Addition of the Company’s *** and Other Products






	 	a.	 	If, at any time the *** offered by the
Employer through the Company ceases to be Competitive, the Employer
may in its sole discretion cease offering such product. In any such
case, the Employer shall notify the Company of its opinion concerning
the Competitive status of such product at least *** before it ceases
offering the product and shall have the burden of undertaking the
steps required to confirm the same in accordance with section B(4)
and B.7(b) of this Exhibit F. If the Company’s *** becomes
Competitive within *** after its receipt of the Employer’s notice,
the Employer may not replace it unless and until it is again not
Competitive, in which case a new notice shall be required and a new
*** corrective period will begin.
	 
	 	b.	 	If, at the time the Company begins to offer
an *** which is Competitive in a certain market, the Employer is
offering an *** through a Competing Vendor consistent with the
provisions of this Exhibit F in that market, the Employer
shall offer each Client in such market coverage options for Employees
in such market not later than the renewal date of such Client’s
service agreement consisting of either (i) subject to Section C of
this Exhibit F, the *** and *** options or (ii) such Competing
Vendor’s *** and, at the Competing Vendor’s option, its ***.
	 
	 	c.	 	Notwithstanding section B of this
Exhibit F, the Employer and the Company shall discuss in
detail the circumstances under which the Company could make available
and the Employer could accept new Company offerings in *** beginning
on a date mutually agreed upon by the parties. In no event shall the
Employer be required to include a new Company product in *** that
would reasonably be expected to materially increase Employer’s health
plan costs in that market or adversely impact its arrangements with
insurers in that market.





     Section 1.2. Conversion to Alternative Products. Section C of Exhibit
F of the Administrative Services Agreement is hereby amended and restated in its
entirety to read, effective January 1, 2008:



     No Company *** product shall be offered to any new Employee and no existing
Employee shall have coverage under a Company *** . For purposes of this Section C,
“Company *** ” shall not include *** products in *** , except as
otherwise agreed pursuant to Section E.



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     Section 1.3. Definitions. Section D.d of Exhibit F of the
Administrative Services Agreement is hereby deleted, effective *** .



     Section 1.4. Definitions. Section D.h of Exhibit F of the Administrative
Services Agreement is hereby added to Exhibit F and reads, effective *** :



h. “Developing Market” means a geographic area in which, the parties in good faith agree
that, the Employer has substantially expanded its marketing and services to its clients
beyond the level it offered as of *** .



     Section 1.5. *** . Section E of Exhibit F of the Administrative
Services Agreement is hereby added to Exhibit F and reads, effective January
1 , 2008:



     E. ***  Employees.



     Notwithstanding Section B.1 of this Exhibit F, the Employer and the Company shall
determine in detail the circumstances under which the Employees covered under ***
products shall be offered the Company’s *** and *** products as of the date or
dates to be mutually agreed upon in writing by the Employer and the Company.



ARTICLE II

COOPERATION




     Section 2.1 Cooperation. The Parties agree to execute such further documents and to
take such further actions as may be necessary to implement and carry out the terms and conditions
of this Amendment.



     Section 2.2 Publicity. The parties acknowledge and agree that the terms and
conditions of this Amendment, and the Letter of Agreement dated April 21, 2007, including the
existence thereof, are subject to the provisions of section 5(e) of the Agreement.



ARTICLE III

EFFECTIVE DATE OF AMENDMENT




     Section 3.1 Effective Date. This Amendment shall be effective as of January 1,
2008, unless otherwise stated herein.



[The balance of this page intentionally is left blank The signature page follows.]




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IN
WITNESS WHEREOF, the parties have caused this Amendment to the Administrative Services Agreement to be executed as of the date set forth in the preamble.




	 	 	 
	ADMINISTAFF OF TEXAS, INC.	 	UNITED HEALTHCARE INSURANCE COMPANY
	 
	By:
/s/ Richard G. Rawson 

Authorized Signature

	 	By: /s/ Kenneth A. Burdick 

Authorized Signature
	 
	 	 
	Name: Richard G. Rawson

Title: President

	 	Name: Kenneth A. Burdick

Title: Vice President
	 
	 	 
	Date: July 2, 2007

	 	Date: July 2, 2007







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