TENTH AMENDMENT TO THE AARP HEALTH INSURANCE AGREEMENT

EXHIBIT 10(a)

TENTH AMENDMENT TO THE AARP HEALTH INSURANCE AGREEMENT

     This Tenth Amendment to the AARP Health Insurance Agreement (“Tenth Amendment” or “Amendment”), effective as of January 1, 2004 (the “Effective Date”), is made by and between AARP Services, Inc., a Delaware corporation (“ASI”) and United HealthCare Insurance Company, a Connecticut corporation (“United”). The parties hereto shall collectively be referred to as the “Parties”.

RECITALS

     WHEREAS, AARP, the Trustees of the AARP Insurance Plan (“Trustees”), and United are parties to a certain AARP Health Insurance Agreement dated as of February 26, 1997 (the “Original Agreement”).

     WHEREAS, by subsequent amendment and assignment on ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ Trust and United agreed to the assignment to and assumption by ASI of certain rights and obligations (the “Third Amendment”).

     WHEREAS, various other amendments have been made to the Original Agreement (collectively, the “Agreement”).

     WHEREAS, the Fifth Amendment to the Agreement, effective January 1, 2002, memorialized the provision of AARP HealthLine Services to members on a pilot basis through December 31, 2003.

     WHEREAS, the Parties have completed the AARP HealthLine Services performance evaluation and have agreed to continue the provision of these services to members with modifications to the Agreement as set forth below.

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     NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

6.11.3. Utilization. The projected annual utilization rate of the AARP HealthLine Services is *** of the total number of SHIP Medicare Supplement Insureds. In the event that the actual utilization rate in a calendar year is below ***, United’s compensation shall be reduced by *** per active SHIP Medicare Supplement Insured per month for that year.

6.11.5. Compensation to United After Year Two. After Year Two (beginning January 1, 2004), United shall be paid *** for each active SHIP Medicare Supplement Insured per month. If, at the end of the calendar year, the AARP HealthLine Claim Savings total *** or more for that year, United shall be paid an additional *** for each active SHIP Medicare Supplement Insured per month for that year. If, at the end of the calendar year, the AARP HealthLine Claim Savings total *** or more but less than *** for that year, United shall be paid an additional *** for each active SHIP Medicare Supplement Insured per

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month for that year. United’s compensation under this subsection shall be treated as a Pass-Through Expense. Refer to Exhibit 6.11.5 for a table that displays United’s compensation under this subsection.

10.1.1. The provisions of the Fifth Amendment shall become effective on January 1, 2002. The provisions of the Fifth Amendment, as modified by the Tenth Amendment, shall remain in effect until December 31, 2007; provided, however, that the compensation set forth in subsection 6.11.5 is subject to renegotiation for calendar years 2006 and 2007.

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     IN WITNESS WHEREOF, the Parties have executed this Tenth Amendment as of the date and year below written.

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EXHIBIT 2.127

Optum Confidential and Proprietary Information

Optum Return on Investment (ROI) Estimation Model
for AARP HealthLine Services

The ROI model was designed as a configurable spreadsheet-based estimation tool. The model applies the standardized methods and elements across Optum’s product/markets for quantifying ROI. In developing the model, special efforts were made to ensure that the assumptions and methods used in estimating ROI have a substantial empirical basis (i.e., are backed up by empirical research). In addition, comparison of the client to their “same market” normative ROI is a key feature supported by the model.

Care-path methodology

Health care claims costs savings are calculated from Optum’s proprietary Care-path methodology. This methodology and the major value components that comprise AARP economic value are described below.

***

***

Validation and Modification. This model was initially reviewed and validated by consultants from ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇. They have stated that the Optum model is industry leading. As a matter of policy, Optum routinely reviews the model and modifies it based on current information, and Optum continues to have the model and its changes reviewed by consultants annually.

In addition to comments and suggestions from consultant reviews, Optum continues to do primary research on improvements for the model and incorporates suggestions from clients. Optum will continue to improve and adapt the ROI methodology to the latest developments in the health care and research fields and have it validated by both consultants and clients such as AARP.

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EXHIBIT 3.2.2(i)(1)

QUALITY ASSURANCE PROGRAM
PERFORMANCE STANDARDS AND MEASUREMENTS

In performing United’s obligations relating to AARP HealthLine Services, United shall meet or exceed the following standards:

Penalties for non-compliance with performance standards will be assessed as follows:

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EXHIBIT 6.11.5

Compensation to United Under Subsection 6.11.5
and Utilization Penalty Under Subsection 6.11.3

After Year Two (beginning January 1, 2004), United’s compensation and the Utilization Penalty shall be as follows:

* Aggregate is defined as the total AARP HealthLine Claim Savings calculated using the Care-path methodology described in Exhibit 2.127.

** Compensation and Penalty shown are on a “per active SHIP Medicare Supplement Insured per month” basis.

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