Amendment to Minimum Premium Financial Agreement (as previously amended effective January 1, 2017) by and between Insperity Holdings, Inc., and United Healthcare Insurance Company entered into as of January 1, 2019

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

Effective January 1, 2019: No. [ ] (Medical [ ] and [ ].) (“Policy'') which policy numbers are amended from time to time in the normal course of business, including all individuals, dependents and/or other persons enrolled in COBRA or state continuation coverage.

The “Maximum Monthly Employer Benefit Obligation"' (the “MMEBO”) shall be the Quoted Premium effective January 1st of the Arrangement Period minus the [ ] for each Policy effective January 1st for the 2019, 2020, 2021, and 2022 calendar years.

The “MP Premium” shall be 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 applicable [ ] (the [ ]) for the 2019, 2020, 2021, and 2022 calendar years.

The "[ ]" shall consist of an [ ] portion and a [ ] portion, where [ ] shall be measured each December 15^th and June 15^th and shall be the [ ] that is used to determine the [ ] and [ ] for the following six (6) months of the MP Financial Agreement period.

The [ ] portion shall be [ ] ([ ] if [ ] is [ ] or above on 12/15/2018), for each Policy period effective January 1^st and July 1^st for the 2019, 2020, 2021, and 2022 calendar years.

Further [ ] reductions in the [ ] potion of our fees will occur if [ ] is [ ] and again if [ ] is [ ] during the agreement period. For the avoidance of doubt, the parties agree that the [ ] portion of the [ ] for 2019, 2020, 2021 and 2022 shall be [ ] from the January 1, 2019 starting [ ] of [ ] or [ ], by [ ] upon reaching [ ] of [ ] and by an additional [ ] upon reaching [ ] of [ ]. The calculation of "[ ]" is defined in Section V of this Amendment.

The [ ] portion shall be [ ] for the calendar year beginning January 1, 2019. The [ ] portion shall be [ ] for each Policy period effective January 1^st and July 1^st for the 2020, 2021, and 2022 calendar years, provided [ ], but falls [ ] for each respective calendar year. In the event that [ ] exceeds or declines below the [ ] thresholds set forth below, the [ ] will be adjusted accordingly for the 2020, 2021, and 2022 calendar years. The calculation of "[ ]" is defined in Section V of this Amendment.

The [ ] portion shall be [ ] for each [ ] above the annual starting [ ] targets as measured on 12/15 of the prior plan year or 6/15 of the current year:

The [ ] portion shall be [ ] for each [ ] below the annual starting [ ] target as measured on 12/15 of the prior plan year or 6/15 of the current year:

For purposes of Section IV of this Exhibit D, [ ] shall be determined based upon the following parameters:

[ ] is defined to include [ ] and [ ] for coverage in the Policy and [ ] and [ ] for coverage under [ ] policies with Employer, which policies are amended from time to time in the normal course of business, including all [ ] and/or other [ ] in COBRA or state continuation coverage.

[ ] shall be measured each December 15^th and June 15^th and shall be the [ ] that is used to determine the [ ] and [ ] for the following six (6) months of the MP Financial Agreement period.

The applicable year's [ ] Fee shall be billed separately to Employer. [ ] and the [ ] Fee will continue to be a pass through of actual expenses.

The Agreement shall be effective as of January 1, 2019 (“Effective Date”). The Agreement shall be in effect through December 31, 2022 and shall continue automatically for successive Agreement Periods of twelve (12) months each, unless it is discontinued in accordance with this section 4.