The following Corporate Governance Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of Health Net, Inc. (the “Company”) to assist the Board in carrying out its fiduciary and other responsibilities effectively. These Guidelines reflect the Board’s commitment to monitor the effectiveness of policy- and decision-making both at the Board and management level, with a view to enhancing long-term stockholder value. These Guidelines are not intended to affect the application of, or interpret any, Federal or state law or regulation, including the Delaware General Corporation Law, the listing standards of the New York Stock Exchange (the “NYSE”) or the Company’s Certificate of Incorporation or Bylaws. The Governance Committee of the Board (the “Governance Committee”) is responsible for reviewing these Guidelines periodically and advising the Board with respect thereto. The Board may modify these Guidelines from time to time to, among other things, reflect the evolution of applicable regulatory requirements and the Company’s corporate governance practices. In addition, the Company’s Code of Business Conduct and Ethics governs the conduct of each associate, officer and director of the Company in connection with their activities relating to the Company.

The business and affairs of the Company shall be managed by or under the direction of the Board. Directors are expected to spend the time and effort necessary to properly discharge their responsibilities. Accordingly, each director is expected to regularly attend meetings of the Board and committees on which such director sits, and, prior to meetings, review material distributed in advance for such meetings. A director who is unable to attend a meeting (which it is understood will occur on occasion) is expected to notify the Chairman of the Board or the Chairman of the appropriate committee in advance of such meeting. In addition, the Board’s responsibilities also include:

(1) overseeing the conduct of the Company's business, to evaluate whether the business is being properly managed;

(2) reviewing and, where appropriate, approving the Company's major financial and business strategies, objectives, plans and corporate actions;

(3) assessing major risks facing the Company and reviewing options for their mitigation;

(4) with the input of the Chief Executive Officer and the Compensation Committee, providing counsel and oversight on the evaluation and compensation of key senior executives;

(5) overseeing management’s succession planning with respect to the position of Chief Executive Officer and other key executives; and

(6) ensuring that processes are in place to effect the Company’s compliance with the highest standards of ethical conduct and applicable laws and regulations.

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The Board's Goals

The Board’s goal is to build long-term value for the Company’s stockholders and to assure the vitality of the Company for its customers, employees and the other individuals and organizations who depend on the Company.

To achieve these goals, the Board will monitor both the performance of the Company in relation to its financial objectives, goals, strategies and competitors and the performance of the President and Chief Executive Officer and the most highly compensated officer (other than the Chief Executive Officer), and will offer them constructive advice and feedback. The Governance Committee shall oversee, but the Board shall have ultimate responsibility for, succession planning for the succession to the positions of the Chairman of the Board and the President and Chief Executive Officer. The Governance Committee shall periodically report to the Board regarding its recommendations for succession planning. When it is appropriate or necessary, it is the Board’s responsibility to remove the President and Chief Executive Officer and to select a successor.

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Selection of the Chairman of the Board

The Board elects the Chairman of the Board. Under the Company’s Bylaws, the offices of Chairman of the Board and President and Chief Executive Officer may be held by the same person, provided that the Chairman of the Board must be a director of the Company. In electing a Chairman of the Board, the Board exercises its collective best judgment as to the candidate best suited to meet the Company’s needs at a given time or during a given period. The Governance Committee shall be responsible for advising the Board with respect to the selection of the Chairman of the Board.

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Size of the Board

The Board has the authority under the Company’s Bylaws to set the number of directors between three (3) and twenty (20). The Governance Committee from time to time reviews the size of the Board and makes recommendations to the Board as appropriate, with a view to promoting diversity of experience without hindering effective discussion or diminishing individual accountability. The Board may, for example, increase its size to accommodate the availability of outstanding candidate(s) or reduce its size (or maintain a vacancy or vacancies) if it cannot identify suitable candidate(s) meeting the Board’s director qualification standards.

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Selection of New Directors

The Board shall be responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Governance Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its Board membership recommendations, the Governance Committee shall also consider advice and recommendations from others as it deems appropriate. The Governance Committee shall also consider director candidates recommended for nomination by stockholders, provided that such stockholder recommendation is submitted in accordance with the procedures set forth in the Company’s proxy statement. The Governance Committee evaluation process shall not vary based on whether or not a director candidate is recommended by a stockholder, except that the Governance Committee may also take into consideration the number of shares of Company stock held by the recommending stockholder and the length of time that such shares have been held.

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Board Membership Criteria

Nominees for director shall be selected on the basis of, among other things, the nominee’s possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of the committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation, NYSE listing standards and the Company’s Bylaws and other corporate governance documents.

The Governance Committee shall be responsible for assessing the appropriate balance of criteria required of Board members.

The Board believes that, in order to align the interests of directors and stockholders of the Company, those directors who are not eligible for equity‑based compensation as Company employees should own common stock in the Company. Accordingly, each non-employee director will be required to adhere to the terms and conditions of the Company’s “Director Stock Ownership Policy,” which is attached hereto as Exhibit A, as such policy may be amended from time to time by the Governance Committee.

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Other Public Company Directorships

No director may serve on more than five public company boards of directors (including the Company).

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Independence of the Board

A majority of the Board must be composed of directors who qualify as independent directors under the listing standards of the NYSE, subject to additional qualifications prescribed under the Company’s Bylaws or other corporate governance documents or under applicable law.

The Board shall review annually the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Following such annual review, only those directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) will be considered independent directors, subject to additional qualifications prescribed under the listing standards of the NYSE, the Company’s Bylaws or other corporate governance documents or under applicable law. To assist the Board in determining director independence, the Board has adopted independence guidelines which are designed to conform to, or be more exacting than, the independence requirements set forth in the listing standards of the NYSE. The Board’s determination of each director’s independence will be disclosed annually in the Company’s proxy statement.

All members of the Board have a fiduciary responsibility to represent the best interests of the Company and all of its stockholders.

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Directors Who Change Their Present Job Responsibility

Directors who are also employees of the Company are expected to submit their resignation to the Board at the same time they leave employment with the Company.

It is the general policy of the Board that non-employee directors who leave or retire from, or have a material change in, the position they held with a third‑party employer when they became a member of, or were re‑elected to, the Board shall submit a letter of resignation to the Governance Committee within thirty (30) days of such event resigning as a member of the Board. The Governance Committee may make exceptions to this resignation policy on a case-by-case basis after considering all of the applicable facts and circumstances surrounding the appropriateness of the affected director remaining on the Board under the circumstances; provided that any such exceptions to the resignation policy must be approved by a supermajority vote of two-thirds (2/3) of the Board.

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Retirement Age

In accordance with the Company’s Bylaws, directors who were members of the Board on February 4, 1999 must retire and resign from the Board effective on the date of the first annual meeting of stockholders following their 75th birthday, and other directors must retire and resign from the Board effective immediately prior to the first annual meeting of stockholders following their 72nd birthday. The Board may make exceptions to this retirement policy on a case-by-case basis after considering all of the applicable facts and circumstances; provided that any such exceptions to the retirement policy must be approved by a supermajority vote of two-thirds (2/3) of the Board.

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Director Tenure

In connection with each director nomination recommendation, the Governance Committee shall consider the issue of continuing director tenure and take steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo. An individual director’s renomination is dependent upon such director’s performance evaluation, as well as a suitability review, each to be conducted by the Governance Committee in connection with each director nomination recommendation. It is the general policy of the Board that directors shall serve for a maximum of nine (9) consecutive years; provided that the Board may make exceptions to this term limitation on a case-by-case basis after considering all of the applicable facts and circumstances; provided further that any such exceptions must be approved by a supermajority vote of two-thirds (2/3) of the Board (the “Term Limit Policy”). The commencement date for the Term Limit Policy is October 15, 2003 for directors who are members of the Board on such date.

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Board Compensation

A director who is also an officer of the Company shall not receive additional compensation for his/her service as a director.

The Company believes that compensation for non-employee directors should be competitive and should encourage increased ownership of the Company’s stock through the payment of a portion of director compensation in Company stock, options to purchase Company stock or similar compensation. The Governance Committee will periodically review the level and form of the Company’s director compensation, including how such compensation relates to director compensation of companies of comparable size, industry and complexity. Such review will also include a review of both direct and indirect forms of compensation to the Company’s directors, including any charitable contributions by the Company to organizations with which a director is affiliated and consulting or other similar arrangements between the Company and a director. Changes to director compensation will be proposed to the full Board for consideration.

Director’s fees (including any additional amounts paid to chairs of committees and to members of committees of the Board) are the only compensation a member of the Audit Committee may receive from the Company; provided, however, that a member of the Audit Committee may also receive pension or other forms of deferred compensation from the Company for prior service so long as such compensation is not contingent in any way on continued service.

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Loans to Directors

In accordance with Section 402 of the Sarbanes-Oxley Act of 2002, the Company will not make any personal loans or extensions, or arrangements for the extension, of credit to or for any member of the Board of the Company or any of its subsidiaries.

The Board will conduct an annual evaluation of its performance, including the performance of each committee of the Board, with a particular focus on overall effectiveness. The evaluation will take place in three parts. Part I will consist of an assessment by the Board as a whole with respect to its processes, including the effectiveness of the meeting process. Part II will consist of a self-evaluation by each director of his or her competencies, together with an assessment of each of the other directors’ competencies. Each director will be provided with a summary of his or her competency ratings and will have an opportunity to discuss the outcome of the evaluation with the Chairman of the Board. Part III will consist of an evaluation by each director of the effectiveness of the Chairman of the Board. As in the case of the individual director evaluations, the Chairman will be provided with a summary of his or her ratings and will have an opportunity to discuss the outcome of his or her evaluation with the Board and management. The individual evaluations will include a review of any areas in which members of the Board believe that other directors or the Chairman can make a better contribution to the Company. The Governance Committee will utilize the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

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Strategic Direction of the Company

Normally it is management’s job to formalize, propose and implement strategic choices and the Board’s role to approve strategic direction and evaluate strategic results. However, as a practical matter, the Board and management will be better able to carry out their respective strategic responsibilities if there is an ongoing dialogue among the President and Chief Executive Officer, other members of top management and other Board members. To facilitate such discussions, members of senior management who are not directors may be invited to participate in Board meetings when appropriate.

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Board Access to Management

Board members shall have access to the Company’s management and, as appropriate, to the Company’s outside advisors. Board members shall coordinate such access through the President and Chief Executive Officer, and Board members will use reasonable judgment to assure that this access does not unreasonably impair management’s ability to attend to the business operations of the Company.

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Board Materials Distributed in Advance

Information and materials that are important to the Board’s understanding of the agenda items and other topics to be considered at a Board meeting should, to the extent practicable, be distributed sufficiently in advance of the meeting to permit prior review by the directors. In the event of a pressing need for the Board to meet on short notice or if such materials would otherwise contain highly confidential or sensitive information, it is recognized that written materials may not be available in advance of the meeting.

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Board Interaction with Institutional Investors, Analysts, Press and Customers

The Board believes that management generally should speak for the Company. Each director should refer all inquiries from institutional investors, analysts, the press or customers to the President and Chief Executive Officer or his or her designee.

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Board Orientation and Continuing Education

The Company shall provide new directors with a director orientation program to familiarize such directors with, among other things, the Company’s business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, code of business conduct and ethics, corporate governance guidelines, principal officers, internal auditors and independent auditors. Each director is expected to participate in continuing educational programs approved by Institutional Shareholder Services in order to maintain the necessary level of expertise to perform his or her responsibilities as a director.

The Governance Committee is responsible for providing guidance on directors’ orientation and continuing education and will make appropriate opportunities for continuing education available to directors to enable them to maintain the necessary level of expertise to perform their responsibilities as directors.

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Independent Advisors

The Board may, at the Company’s expense and without the prior approval of, or consultation with, any officer of the Company, consult with and retain such independent advisors (e.g., consulting, financial, accounting and legal advisors) as it may deem appropriate.

Each committee of the Board may, at the Company’s expense and without the prior approval of, or consultation with, the Board or any officer of the Company, consult with and retain such independent advisors (e.g., consulting, financial, accounting and legal advisors) as it may deem appropriate.

The Audit Committee of the Board shall have exclusive authority to engage and terminate the Company’s independent auditors in accordance with its charter.

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Stockholder/Interested Party Communication with the Board

The Board has established a process to receive communications from stockholders or interested parties. Stockholders or interested parties may contact any member(s) of the Board by mail at the Company’s corporate office, addressed to such Board member(s) in care of the “Company Secretary” (such communications are referred to in these Guidelines as “Stockholder/Interested Party Communications”). All Stockholder/Interested Party Communications shall be opened by the Company’s General Counsel for the sole purpose of determining whether the contents represent a message to any individual member of the Board or any group or committee of directors. Any Stockholder/Interested Party Communication that is not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the member(s) of the Board to whom the Stockholder/Interested Party Communication is addressed. In the case of any Stockholder/Interested Party Communication to the Board or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.

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Board Member Attendance at Annual Meetings

Each member of the Board shall attend the Company’s annual meetings of stockholders. If any member of the Board is unable to attend an annual meeting of stockholders, such member shall provide the Company with advance notice, if possible, stating the reason(s) why such member is unable to attend.

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Selection of Agenda Items for Board Meetings

The Chairman of the Board, in consultation with the President and Chief Executive Officer and the chairs of the various committees of the Board, establishes the agenda for Board meetings. Directors are encouraged to suggest items for inclusion on the agenda and may raise at any Board meeting subjects not specifically on the agenda. The Chairman of the Board and/or the chair(s) of the relevant Board committee(s) will determine the agenda for private meetings of the independent directors.

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Attendance at Meetings

Directors are expected to regularly attend Board and Board committee meetings and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Generally, directors who attend less than seventy-five percent (75%) of the Board and relevant Board committee meetings for two (2) consecutive years will be deemed poor performers.

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Attendance of Management Personnel at Board Meetings

The Board encourages the President and Chief Executive Officer to bring members of management from time to time into Board meetings to (i) provide management insight into items being discussed by the Board which involve such managers; (ii) make presentations to the Board on matters which involve such managers; and (iii) bring managers with significant potential into contact with the Board. Attendance of such management personnel at Board meetings is at the discretion of the Board. Should the President and Chief Executive Officer desire to include non‑director members of management as attendees at Board meetings on a regular basis, this should be suggested to the Board for its concurrence.

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Separate Sessions of Non-Management Directors

The non‑management directors of the Company shall meet in executive session without management on a regularly scheduled basis, but not less frequently than quarterly, either in person or telephonically, and at such times and places as they shall determine. The non-executive Chairman shall preside at such executive sessions, or in his or her absence, a non-management director designated by such non-executive Chairman. The name of the non-executive Chairman or non-management director presiding at such executive sessions will be published along with the means for stockholders to communicate with the non-management directors.

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Number and Names of Board Committees

The Company shall have four standing committees, an Audit Committee, a Governance Committee, a Compensation Committee and a Finance Committee. The purpose and responsibilities for each of these committees shall be outlined in a committee charter which shall comply with applicable laws, rules and regulations, including those of the Securities and Exchange Commission and the NYSE. The Board may wish, from time to time, to form a new committee or disband a current committee depending on circumstances. In addition, the Board may determine to form ad hoc committees from time to time and determine the composition and areas of competence of such committees.

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Independence of Board Committees

Each of the Audit Committee, the Governance Committee and the Compensation Committee shall be composed entirely of independent directors satisfying applicable legal, regulatory and stock exchange requirements necessary for an assignment to any such committee. All other standing Board committees shall be chaired by independent directors.

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Assignment and Rotation of Committee Members

The Governance Committee shall be responsible, after consultation with the Chairman of the Board, for making recommendations to the Board with respect to the assignment of Board members to various committees. After reviewing the Governance Committee’s recommendations, the Board shall be responsible for appointing the chairman and members to the committees on an annual basis.

In consultation with the Board, the Governance Committee shall annually review the size and compensation of each standing committee of the Board, including identification of individuals qualified to serve as members of a committee. In evaluating suitability of directors for committee assignments, the Governance Committee shall consider the rotation of the chairmen and members with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various directors.

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Selection of the Chief Executive Officer

The Board shall be responsible for identifying potential candidates for, and selecting, the Company’s President and Chief Executive Officer. In identifying potential candidates for, and selecting, the Company’s President and Chief Executive Officer, the Board shall consider, among other things, a candidate’s experience, understanding of the Company’s business environment, leadership qualities, knowledge, skills, expertise, integrity, and reputation in the business community.

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Evaluation of Chief Executive Officer

The Board will provide the President and Chief Executive Officer with an annual review of his or her performance for the prior fiscal year at the first regularly scheduled meeting of the Board each fiscal year. The following steps will be utilized to carry out this review:

• The President and Chief Executive Officer will develop a self-evaluation at the end of each fiscal year and provide this to the Board within one month of the end of the fiscal year, either orally or in writing.
  
  
• With this information, each non-management director will provide to the Compensation Committee in writing his or her assessment of the President and Chief Executive Officer’s performance for the prior fiscal year. These assessments should include the director’s appraisal of:



• the Company’s performance and the President and Chief Executive Officer’s contribution to it, both compared to competitors and the Company’s own strategic goals;
  
  
• achievement of personal goals set by the President and Chief Executive Officer for the prior fiscal year, as part of his or her previous self-evaluation; and
  
  
• other aspects of the President and Chief Executive Officer’s performance that the non-management director deems relevant.

The Compensation Committee will synthesize this information and report a summary of this information to the non-management directors in executive session at the second regularly scheduled meeting of the Board each fiscal year. After agreement by the non-management directors on the evaluation, the Chairman of the Board will meet with the President and Chief Executive Officer to discuss the Board’s assessment. The President and Chief Executive Officer may then take the opportunity to discuss his or her reaction to the evaluation.

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Succession Planning

The Board shall plan for the succession to the position of the Chairman of the Board and the President and Chief Executive Officer. The Governance Committee oversees and periodically reports to the Board on succession planning. The entire Board will work with the Governance Committee to nominate and evaluate potential successors to the Chairman of the Board and the President and Chief Executive Officer. To assist the Board, the President and Chief Executive Officer shall periodically provide the Board with an assessment of senior executives and their potential to succeed to the position of President and Chief Executive Officer, as well as his or her perspective on potential candidates from outside the Company. The President and Chief Executive Officer shall also provide the Board from time to time with an assessment of potential successors to other key senior executive positions.

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Exhibit A

Director Stock Ownership Policy

HEALTH NET, INC.
Director Stock Ownership Policy
(as of January 1, 2010)

Purpose

This Non-Employee Director Stock Ownership Policy (the “Policy”) of Health Net, Inc. (“Health Net”) is designed to align the interests of members of the board of directors of Health Net (the “Board”) with the interests of Health Net’s common stockholders and to codify Health Net’s existing director stock ownership requirements.

Eligibility

This Policy shall apply to all members of the Board that are not employees of Health Net or its subsidiaries (each, a “Non-Employee Director”).

Share Retention Requirement

Effective January 1, 2010, all Non-Employee Directors will be subject to the following share requirement:

All Non-Employee Directors must hold a pre-defined percentage of all “net settled shares” (as defined below) received from the vesting, delivery or exercise of equity awards granted under Health Net’s equity award (including long-term incentive) plans until the total value of all shares of Health Net common stock (“Common Stock”) held by such Non-Employee Director equals or exceeds the Non-Employee Director’s applicable retainer threshold, as described under “Retainer Threshold” below (as such thresholds may be amended by Health Net’s Governance Committee (the “Committee”) from time to time). This share retention requirement applies to a Non-Employee Director only if such Non-Employee Director has not achieved his or her retainer threshold.

For purposes of this Policy, “net settled shares” means those shares that remain after payment of (i) the exercise price of stock options or purchase price of other awards, including shares sold or netted with respect thereto, and (ii) all applicable transaction costs.

Effective January 1, 2010, the percentage of net settled shares required to be held if a Non-Employee Director has not yet met his or her retainer threshold is 75%.  For the avoidance of doubt, the foregoing requirement shall replace and supersede the prior stock ownership requirement (which generally required a Non-Employee Director to meet the retainer threshold within 4 years of becoming a Non-Employee Director).

Retainer Threshold

Each Non-Employee Director will be required to achieve and maintain a retainer threshold equal to three times the amount of his or her annual retainer for service on the Board.

Health Net uses the average New York Stock Exchange closing price per share of Health Net’s Common Stock (as adjusted for stock splits and similar changes to the Common Stock) for the most recently completed fiscal year to determine the number of shares required to meet the retainer thresholds.

Qualifying Shareholdings

Securities that qualify in determining whether a Non-Employee Director has satisfied the shareholding requirements of this Policy include:  (i) issued and outstanding shares of Common Stock held beneficially or of record by the Non-Employee Director that are not subject to transfer or other restrictions; (ii) issued and outstanding shares of Common Stock held by a Qualifying Trust (as defined below); (iii) issued and outstanding shares of Common Stock held by a 401(k) or other qualified pension or profit-sharing plan for the benefit of the Non-Employee Director (whether denominated in shares or units) and (iv) shares of Common Stock underlying vested Health Net restricted stock units.

For purposes of the foregoing paragraph, “beneficial ownership” shall mean the ownership or sharing, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, of (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security. “Qualifying Trust” means a trust created for the benefit of the Non-Employee Director, the Non-Employee Director’s spouse, or members of the Non-Employee Director’s immediate family.

Qualifying Shareholdings Reporting

Commencing January 1, 2010, each Non-Employee Director who is subject to this Policy as of such date shall report his or her Health Net stockholdings that qualify as “Qualifying Shareholdings” as of the date of such report on such Non-Employee Director’s annual Director and Officer Questionnaire (“D&O Questionnaire”).  Each Non-Employee Director who becomes subject to this Policy after January 1, 2010 shall report his or her Health Net stockholdings that qualify as “Qualifying Shareholdings” on such Non-Employee Director’s initial D&O Questionnaire, and each subsequent annual D&O Questionnaire.

Remedies for Non-Compliance

The Committee has the authority to review each Non-Employee Director’s compliance (or progress towards compliance) with this Policy from time to time and, in its sole discretion, to impose such conditions, restrictions or limitations on any Non-Employee Director as the Committee determines to be necessary or appropriate in order to achieve the purposes of this Policy.  For example, the Committee may mandate that a Non-Employee Director retain (and not transfer) all or a portion of any shares delivered to the participant through Health Net’s equity plans or otherwise restrict the Non-Employee Director’s transfer of previously owned shares.

Undue Hardship

There may be instances in which this Policy would place a severe hardship on a Non-Employee Director or prevent the Non-Employee Director from complying with a court order, such as a divorce settlement, or other legal requirement.  In these instances, the Non-Employee Director must submit a request in writing to the Committee or its designee that summarizes the circumstances and describes the extent to which an exemption is being requested.  The Committee or its designee, subject to the approval of the Chief Executive Officer, will make the final decision as to whether an exemption will be granted.  If such a request is granted in whole or part, the Committee or its designee will work with the Non-Employee Director to develop an alternative stock ownership plan that reflects both the intention of this Policy and the Non-Employee Director’s individual circumstances.

Administration

This Policy is administered and interpreted by the Committee.  The Committee retains the authority to make exceptions to or waivers of the Policy based upon changes in circumstances or to otherwise amend or alter the guidelines as it may determine appropriate.  The Committee will annually review this Policy and each Non-Employee Director’s compliance efforts with respect to this Policy.

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