EXHIBIT 10.38

AMENDMENT NUMBER ONE

TO THE

HEALTH NET, INC.

2006 LONG-TERM INCENTIVE PLAN

WHEREAS, Health Net, Inc. (the Company) maintains the Health Net, Inc. 2006 Long-Term Incentive Plan (the Plan) for the
benefit of key employees and directors of the Company;

WHEREAS, the Company desires to amend the Plan to permit the Company to
withhold fractional shares of common stock of the Company, par value $0.001 (Common Stock); and

WHEREAS, the Board of
Directors of the Company (the Board) has the power to amend the Plan pursuant to Section 8.2 thereof; and

WHEREAS,
the Compensation Committee of the Board has recommended that the Board amend the Plan as provided below.

NOW, THEREFORE, BE IT
RESOLVED, that the Plan is hereby amended as follows:



|1. | Section 4.2(c) of the Plan is hereby amended by deleting the third sentence thereof, which states Any fraction of a share of Common Stock which would be required to pay
such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee and replacing it with the following sentence:
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In the event the Company rounds up and withholds a whole share of Common Stock in order to satisfy the exercise price obligation in respect of the
exercise price of any fraction of a share of Common Stock, the Company shall refund an amount in cash to optionee, which amount shall equal the difference between the Fair Market Value of the whole share of Common Stock withheld to satisfy the
exercise price obligation, less the Fair Market Value of such fractional share of Common Stock.



|2. | Section 8.6 of the Plan is hereby amended by deleting the last sentence thereof, which states Any fraction of a share of Common Stock which would be required to satisfy
such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder and replacing it with the following sentence:
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Notwithstanding the foregoing sentence, in the event the Company rounds up and withholds a whole share of Common Stock in order to satisfy such tax obligation in respect of any fraction of a share of Common
Stock, the Company shall refund an amount in cash to optionee, which amount shall equal the difference between the Fair Market Value of the whole share of Common Stock withheld to satisfy such tax obligation, less the Fair Market Value of such
fractional share of Common Stock.



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IN WITNESS WHEREOF, Health Net, Inc. has
caused this instrument to be signed on this 14thday of January, 2009.



HEALTH NET, INC.By:

/s/ Karin MayhewName:

Karin MayhewTitle:

Senior Vice President, Organization Effectiveness