**Exhibit 10.3**

 

# CONFIDENTIAL TREATEMENT REQUESTED BY GEVITY HR, INC.

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# FIRST AMENDMENT TO GROUPBENEFITS AGREEMENT

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This First Amendment to theGroup Benefits Agreement dated as of May 1, 2008 (the “First Amendment”)is entered into among United Healthcare Services, Inc. (“UHS”) andUnited HealthCare Insurance Company (“UHC,” and together with UHSI, “UnitedHealthcare”)and Gevity HR, Inc., a Florida corporation (“Gevity”). Allcapitalized terms used herein and not otherwise defined herein shall have themeanings given to such terms in the Agreement (as defined below).

 

# RECITALS

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WHEREAS, UnitedHealthcareand Gevity entered into that certain Group Benefits Agreement effective June 1,2006 (as amended, restated, supplemented or otherwise modified from time to time,the “Agreement”);

 

WHEREAS, UnitedHealthcareand Gevity desire to amend the Agreement as set forth below;

 

NOW, THEREFORE, inconsideration of the promises and the mutual covenants contained herein, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, UnitedHealthcare and the Gevity hereto agree asfollows:

 

1.                                       Anything set forth in the Agreement to thecontrary notwithstanding:

 

(a)                                  As of the date of this First Amendment, Section 2.2is hereby amended and restated as follows: “UnitedHealthcare shall offer United group medical insurance on afully-insured, non-participating, prospectively rated basis under the Planthrough September 30, 2009, to existing CM Clients whose employees are enrolled in United group medical insuranceunder the Plan as of May 1, 2008.”

 

(b)                                 As of the date of this First Amendment, thefirst two sentences of Section 2.4(b) are hereby amended and restatedas follows: “From May 1, 2008, through September 30, 2009, Gevityshall offer United group medical coverage under the Plan to its existing CMClients whose employees are enrolled in United group medical insurance underthe Plan as of May 1, 2008, on a non-participating, prospectively rated,fully insured basis, as described in Section 2.2 of this Agreement,subject to the following rules which shall apply, as stated below. [*].”

 

(c)                                  Through at least September 30, 2009,UnitedHealthcare shall provide group medical insurance on a fully-insured,non-participating, prospectively rated basis to Gevity corporate employees anddependents under the Plan, subject to availability. From the date hereofthrough September 30, 2009, Gevity shall exclusively offer to itscorporate employees United group medical insurance, and shall not offer orprovide medical coverage from any other insurer, to the extent that Unitedmakes available such coverage. Gevity and UnitedHealthcare shall agree on theplan designs and the needed renewal increases, if any, for medical coverageoffered by United to Gevity’s corporate employees.

 

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*** THIS CONFIDENTIALINFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION**

 

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(d)                                 [*]

 

(e)                                  As of the date of this First Amendment, Section 3.2(B) ishereby amended by adding the following sentence to the end of that Section 3.2(B):  “[*]”

 

(f)                                    [*]

 

(g)                                 The provisions of the Agreement notspecifically modified by this First Amendment, continue in full force andeffect through September 30, 2009, including, but not limited to, Sections2.6 and Part 3 of that Agreement, unless the terms of the specificprovisions extend beyond the termination date of the Agreement. Unless furthermodified by another amendment, the Agreement shall terminate on September 30,2009 and the Benefits shall terminate on September 30, 2009.

 

2.                                       General.

 

(a)                                  This First Amendment may be executed inany number of counterparts, each of which when so executed and delivered shallbe an original, but all of which shall constitute one and the same instrument. Deliveryof an executed counterpart of this First Amendment by telecopy shall beeffective as an original and shall constitute a representation that an executedoriginal shall be delivered.

 

(b)                                 This First Amendment, and the rights of theparties hereunder, shall be construed according to the laws of the State ofFlorida.

 

(c)                                  This First Amendment shall supersede anycontrary provisions in the Agreement, effective May 1, 2008.

 

# (Signature page follows.)

 

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*** THIS CONFIDENTIALINFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION**

 

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IN WITNESS WHEREOF*,*theparties hereto have caused this First Amendment to be duly executed as of thedate first above written.

 

 
| **Gevity HR, Inc.** | ** **                     | ** ** | **United  HealthCare Services,**          |
|--------------------------|--------------------------------|------------|-------------------------------------------|
|                     |                           |       | **Inc.**                                  |
| ** **               | ** **                     | ** ** |                                      |
|                     |                           |       |                                      |
| By                       | /s/ Garry Welsh                |       |                                      | By |    /s/  Edward J. Hawley |
| Print Name:              | Garry Welsh                    |       |                                      | Print Name: | Edward J. Hawley |
| Title:                   |  Chief  Financial Officer |       |                                      | Title: | SVP National  Sales |
| Date:                    | 4/25/08                        |       |                                      | Date: | 4/30/2008 |
|                     |                           |       |                                      |
|                     |                           |       |                                      |
|                     |                           |       | **United  HealthCare Insurance  Company** |
|                     |                           |       |                                      |
|                     |                           |       |                                      |
|                     |                           |       | By                                        | /s/ Edward J.  Hawley |
|                     |                           |       | Print Name:                               | Edward J. Hawley |
|                     |                           |       | Title:                                    | SVP National  Sales |
|                     |                           |       | Date                                      | 4/30/08 |
|                          |                                |            |                                           |  |  |  |  |  |  |  |  |

 

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