EXHIBIT 10.35

                                   AMENDMENT

            This AMENDMENT ("Amendment") to the Agreement (defined below),
effective as of the Effective Date, is made by and between HRM HEALTH PLANS
(PA), INC. ("Ceding Company") and HANNOVER LIFE REASSURANCE COMPANY OF AMERICA
("HLR US").

            The parties desire to amend that certain binding letter agreement
dated June 29, 2000 (the "Agreement"), setting forth the material terms of the
reinsurance agreement between the parties, all upon the terms and subject to the
conditions set forth below. Capitalized terms used herein shall have the meaning
given them in the Agreement unless otherwise defined herein.

            NOW THEREFORE, in consideration of the mutual obligations set forth
herein, and intending to be legally bound, the parties hereto agree as follows:

1.    Paragraph 4 is deleted and replaced with the following:

      "4. Expense Allowances. HLR US will pay Ceding Company an expense
      allowance for the administration of its share of the Business Reinsured
      equal to $7.83 per member per month from the Effective Date; provided,
      however, that the expense allowance will be adjusted on a quarterly basis
      for changes in membership in the Ceding Company by comparing the
      membership on the last day of the given quarter with the membership on
      the last day of the same quarter for the preceding year. For every 1,000
      increase in membership from the same quarter for the preceding year, the
      expense allowance for the given quarter will decrease by $.07 per member
      per month. The parties agree that the expense allowance will never exceed
      $7.83 per member per month. An adjustment to the expense allowance for the
      given quarter, while calculated based on membership on the last day of the
      quarter as compared to the last day of the same quarter for the preceding
      year, will apply retroactively to the beginning of the given quarter. HLR
      US will not be obligated to pay agent commissions and premium taxes."

2.    Paragraph 5 is amended to add the following sentence:

      "Ceding Company may terminate the reinsurance agreement at any time after
      42 months from the Effective Date by providing written notice of
      termination to HLR US not less than l80 days prior to the date on which
      the termination is to become effective."


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3.    A new paragraph l3 is added as follows:

      "13. Entire Agreement; Amendment. This agreement constitutes the entire
      agreement and understanding among the parties hereto with respect to the
      subject matter hereof. There are no agreements or understandings among the
      parties with respect to the subject matter hereof other than as expressed
      in this Agreement; provided, however, that HLR US and Ceding Company agree
      to enter into a definitive reinsurance agreement (together with a trust
      agreement attached thereto) within 30 days after the execution of this
      Amendment, which the Reinsurer and Ceding Company agree shall supersede
      and replace the Agreement, as amended hereby.

      Any modification or amendment of the Agreement shall be in writing and
      signed by the parties hereto."

                         [SIGNATURES ON FOLLOWING PAGE]


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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed this 4th day of May, 2001, effective as of the Effective Date.

         HRM HEALTH PLANS (PA), INC.

         By: /s/ C. A. Price
             ----------------------------------------
         Title: Chairman
                --------------------------------------


         HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

         By: /s/ Peter Schaefer
             ----------------------------------------
         Title: President & CEO
                --------------------------------------


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