Amendment Number Six To The Health Net, Inc. 401 (K) Savings Plan

Exhibit 10.51


AMENDMENT NUMBER SIX

TO THE

HEALTH NET, INC. 401(k) SAVINGS PLAN (as amended and restated effective January 1, 2001)

WHEREAS, Health Net, Inc. (the " Company" ) heretofore has adopted and maintains the Health Net, Inc. 401(k) Savings Plan (the " Plan" ) for the benefit of eligible employees of the Company and certain of its affiliates;

WHEREAS, the Company desires to amend the Plan, effective January 1, 2006, (i) to increase the salary deferral contribution limit from 17% to 30%; (ii) to elect the alternative method of satisfying sections 401(k) and 401(m) of the Internal Revenue Code of 1986, as amended (the " Code" ), as set forth in sections 401(k)(1) and 401(m)(1) of the Code and (iii) to amend the plan to comply with U.S. Treasury regulations promulgated under sections 401(k) and 401(m) of the Code;

WHEREAS, the Company has the power to amend the Plan pursuant to Section 15.1 thereof.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the power of amendment contained in Section 15.1 of the Plan, the Plan is amended, effective January 1, 2006, as follows:

1. Section 4.2(a) of the Plan is amended to substitute the number " 30" for the number " 17" as it appears thrice therein.


2. Section 4.2(c) of the Plan is amended by removing the second and third sentences in their entirety and replacing them with the following:


Catch-Up Contributions shall not be taken into account for purposes of Section 4.3 or 7.5 of the Plan, and shall not be taken into account for any Plan Year for purposes of the actual deferral percentage test and the actual contribution percentage test set forth in Section 4.5(a) and (b) of the Plan. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of sections 401(a)(30), 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable, by reason of any Catch-up Contributions.

3. Section 4.3(a) of the Plan is amended to delete the phrase " Notwithstanding the provisions of Section 4.2" as it appears in the first sentence thereof.


4. Section 4.3(c) of the Plan is amended to insert the phrase " (adjusted for gains and losses as determined pursuant to applicable regulations)" after the phrase " The Committee shall direct the Trustee to distribute such amount" as it appears in the last sentence thereof.


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5. Section 4.4(a) of the Plan is amended in its entirety to read as follows:

(a) Employer Matching Contributions . Subject to the limitations set forth in Sections 4.5, 4.6 and 7.5, each Employer shall contribute for each payroll period on behalf of each Participant, (i) an amount equal to 100 percent (100%) of the Salary Deferral Contributions made on behalf of the Participant for such payroll period, but only to the extent that such Salary Deferral Contributions do not exceed three percent (3%) of such Participant' s Compensation for such payroll period, and (ii) 50 percent (50%) of the Salary Deferral Contributions made on behalf of the Participant for such payroll period, but only to the extent that such Salary Deferral Contributions exceed three percent (3%) but do not exceed five percent (5%) of such Participant' s Compensation for such payroll period. Matching contributions made pursuant to this subsection (a) are intended to meet the safe harbor matching contribution requirement set forth in U.S. Treasury Regulation a7 1.401(k)-3(c).


6. Section 4.4(b)(1) of the Plan is amended in its entirety to read as follows:


(1) Supplemental Matching Contributions . Subject to the limitations set forth in Sections 4.5, 4.6 and 7.5, each Employer also shall contribute for each Plan Year on behalf of each Participant a supplemental Matching Contribution equal to the excess of (i) 100 percent (100%) of the Salary Deferral Contributions made on behalf of the Participant for the Plan Year, to the extent that such Salary Deferral Contributions do not exceed three percent (3%) of such Participant' s Compensation for such Plan Year, plus (ii) fifty percent (50%) of the Salary Deferral Contributions made on behalf of the Participant for the Plan Year, to the extent that such Salary Deferral Contributions exceed three percent (3%) but do not exceed five percent (5%) of such Participant' s Compensation for such Plan Year, over the Matching Contributions made on behalf of such Participant pursuant to Section 4.4(a) for such Plan Year.


7. Section 4.5(c)(1) of the Plan is amended in its entirety to read as follows:


(1) The " Average Deferral Percentage" for a Plan Year for a group of Eligible Employees shall be the average of the ratios, calculated separately for each Eligible Employee in the group to the nearest one-hundredth of one percent (.01%), of the employer contributions made for the benefit of such Eligible Employee to the total compensation for such Plan Year paid to such Eligible Employee. For purposes of this paragraph, " employer contributions" shall mean (a) Salary Deferral Contributions, as adjusted pursuant to Section 4.5(d) (including excess contributions amounts other than excess contributions amounts of Eligible Employees who are not Highly Compensated Employees that arise solely from Salary Deferral Contributions made under the Plan or and contributions made pursuant to a qualif ...