AMENDMENT TO THE MINIMUM PREMIUM FINANCIAL AGREEMENT, AS AMENDED EFFECTIVE JANUARY 1, 2011, BY AND BETWEEN INSPERITY HOLDINGS, INC. (fka ADMINISTAFF OF TEXAS, INC.) AND UNITED HEALTHCARE INSURANCE COMPANY

“Deficit” means, with respect to an Arrangement Period, the excess of (i) *** for the Arrangement Period *** (I) the *** the Arrangement Period ***, *** (II) the *** over (ii) the *** for the Arrangement Period. The “Arrangement Period ***” is defined to be the sum of the *** number of Employees covered under the MP Policy in each *** within the Arrangement Period. If the Arrangement Period includes more than one ***, and if the *** is different for one or more of the *** included in the calculation, then the calculation of the Deficit shall be done for each *** or *** included in the Arrangement Period (each the “***”), and then the *** shall be summed to calculate the Deficit.

"***” means the amount for the Policies set forth in Exhibit D to the Agreement, and is the total of the *** and the ***. The Company shall adjust the *** for any *** for which the *** used to calculate the MP Premium has been changed pursuant to section V and VI of Exhibit D. The Company shall notify the Employer of an adjustment to the *** at the same time that it provides the notice required under section 5 of the Agreement.

“Surplus” means, with respect to an Arrangement Period, the excess of (i) *** for the Arrangement Period *** the *** of the (ii) *** for the Arrangement Period *** (I) the *** the Arrangement Period ***, *** (II) *** with respect to the Policies for the Arrangement Period. If the Arrangement Period includes more than one ***, and if the *** is different for one or more of the *** included in the calculation, then the calculation of the Surplus shall be done for each *** or *** included in the Arrangement Period (each the “***”), and then the *** shall be summed to calculate the Surplus.

“***” means the amount separately identified and provided by Company to Employer in the normal course for an Arrangement Period, which collectively with the *** equals the ***.

“***” means the amount separately identified and provided by Company to Employer in the normal course for an Arrangement Period, which collectively with the *** equals the ***.

“***” means the actual incurred *** and *** plus the sum of the applicable year’s *** and ***.

The definition of “Policy” for purposes of Section 1(s) of the Agreement shall be as follows:

Effective January 1, 2013: No. *** (Medical ***) (“Policy”)

The “Maximum Monthly Employer Benefit Obligation” (the “MMEBO”) shall be the following:

Effective January 1, 2013:

The Quoted Premium effective January 1, 2013 for each Policy minus the *** effective January 1, 2013

Effective January 1, 2014:

The Quoted Premium effective January 1, 2014 for each Policy minus the *** effective January 1, 2014

Effective January 1, 2015:

The Quoted Premium effective January 1, 2015 for each Policy minus the *** effective January 1, 2015

The “MP Premium” shall be the following:

Effective January 1, 2013:

The total of the estimated *** and ***, calculated as a fixed dollar amount during the Arrangement Period and trued up in normal course, for each Policy plus the 2013 *** (the “2013 ***”)

Effective January 1, 2014:

The total of the estimated *** and *** and ***, calculated as a fixed dollar amount during the Arrangement Period and trued up in normal course, for each Policy plus the sum of the 2014 *** and *** (the “2014 ***”)

Effective January 1, 2015:

The total of the *** and *** and ***, calculated as a fixed dollar amount during the Arrangement Period and trued up in normal course, for each Policy plus the sum of the 2015 *** and *** (the “2015 ***”)

The “***” shall be the following:

Effective January 1, 2013:

Calculated based on calendar year 2012 ***, paid through February 28, 2013, increased by *** for each Policy (the “2013 ***”).

Effective January 1, 2014:

The 2013 *** increased by *** for each Policy (the “2014 ***”).

Effective January 1, 2015:

The 2014 *** increased by *** for each Policy (the “2015 ***”).

If *** below the thresholds set forth below, the *** increases by the percentage in the table. Calculation of the “***” is defined in Section (VII) of this Exhibit D.

If *** above the thresholds set forth below, the *** decreases by the percentage in the table. Calculation of the “***” is defined in Section (VII) of this Exhibit D.

For purposes of the aforementioned tables in (V) and (VI) of this Exhibit D, *** shall be determined each *** based upon the following parameters:

*** is defined to include *** for coverage in the Policy and *** for coverage under *** (f/k/a ***) ***, effective January 1, 2011, ***, which *** are amended from time to time in the normal course of business, including all ***, *** and/or *** in COBRA or state continuation coverage.

*** shall be measured each January 1st, April 1st, July 1st and October 1st, based upon the *** in effect on the 15th day of the preceding month. The Membership as of the 15th of the month preceding each of January 1st, April 1st, July 1st and October 1st, shall be the *** that is used to determine the ***, *** and *** for the quarter beginning that immediately following January 1st, April 1st, July 1st, and October 1^st. For example, to determine the *** and *** for the quarter beginning January 1, 2013 and ending March 31, 2013, the *** as of December 15, 2012 shall be used.

The applicable year’s *** Fee shall be billed separately to Employer.

In the event that either party reasonably believes that any State or other jurisdiction may impose a *** on it for proceeding with its performance under the Agreement, or that a State or jurisdiction will enforce a regulation or statute that will result in either a material reduction in Employer’s ability to market its full suite of services to its existing and potential clients or Company’s ability to market its insurance products in the State or jurisdiction, such party will promptly advise the other party of such belief and the basis therefore. In such event, the parties agree to cooperate in good faith to resolve such matter to the satisfaction of both parties. After a good faith effort by the parties to eliminate the risk of *** or the material reduction of Employer’s ability to market its full suite of services to its existing and potential clients or Company’s ability to market its insurance products in the State or jurisdiction, if the matter is not resolved to the satisfaction of both parties, (a) the party upon which such *** may be imposed may immediately discontinue the Agreement's application in such State or jurisdiction by providing notice to that effect to the other party, except that the effective date of the termination may be extended to the latest date the Agreement can remain in effect before triggering the ***, or later if adequate indemnification is provided by the other party, or, (b) in the case of a material reduction of Employer’s ability to market its full suite of services to its existing and potential clients, or Company’s ability to market its insurance products in the State or jurisdiction, the Agreement's application in such State or jurisdiction will be effective *** following notice to the other party. In the event of termination, the Agreement will continue to apply in all other States or jurisdictions, except that if it is a Federal law at issue the Agreement will discontinue in its entirety. Furthermore, in the event of termination of this Agreement, Employer agrees that it will deliver written notice to Company of termination of the Policy issued to Employer as of the effective date of the termination of this Agreement.