UNITEDHEALTH GROUP INC
EMPLOYMENT AGREEMENT - DAVID S. WICHMANN
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<TYPE>EX-10.(O)
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<FILENAME>c82635exv10wxoy.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT - DAVID S. WICHMANN
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<P align="right"><FONT size="2">EXHIBIT 10(O)
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<P align="center"><FONT size="2"><B>EMPLOYMENT AGREEMENT</B>
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement, effective as of October&nbsp;1, 1998 (the &#147;Effective Date&#148;),
is made by and between David S. Wichmann (&#147;Executive&#148;) and United HealthCare
Services, Inc. (&#147;United HealthCare&#148;) for the purpose of setting forth the terms
and conditions of Executive&#146;s employment by United HealthCare, or an affiliate
or subsidiary of United HealthCare, and to protect United HealthCare&#146;s
knowledge, expertise, customer relationships and the confidential information
United HealthCare has developed about its customers, products, operations and
services. Unless the context otherwise requires, when used in this Agreement
&#147;United HealthCare&#148; includes any entity affiliated with United HealthCare.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, as additional consideration for entering into this Agreement
Executive shall receive, upon execution of this Agreement, a nonqualified stock
option to purchase 30,000 shares of United HealthCare Corporation (&#147;UHC&#148;)
common
stock with a grant date the same as the Effective Date pursuant to the terms of
the UHC Amended and Restated 1991 Stock and Incentive Plan.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Executive and United HealthCare desire to enter into this
Agreement, which shall supersede any and all other prior employment-related
agreements between Executive and United HealthCare.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound hereby, the
parties
hereto agree as follows:
</FONT>
<P align="left"><FONT size="2">1. Employment and Duties; Termination of Prior Agreements.
</FONT>

<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">A. Employment. United HealthCare hereby employs Executive, either directly
or through an affiliate or subsidiary of United HealthCare, and Executive
hereby accepts such employment on the terms and conditions set forth in this
Agreement. Except as specifically superseded by this Agreement,
Executive&#146;s employment hereunder shall be subject to all of United HealthCare&#146;s
policies and procedures in regard to its employees. Executive&#146;s employment
hereunder shall begin on the Effective Date and shall continue until terminated as
set forth in Section&nbsp;3 hereof.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">B. Duties. Executive shall initially hold the executive level position of
Senior Vice President, Corporate Development and perform the duties
associated therewith. Executive shall perform such other executive level
responsibilities as are reasonably assigned Executive from time to time.
Executive agrees to devote substantially all of Executive&#146;s business time
and
energy to the performance of Executive&#146;s duties in a diligent and proper
manner.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">C. Termination of Prior Agreements. As of the Effective Date all other
prior
employment related agreements between Executive and United HealthCare will
terminate in their entirety and no longer be of any force or effect.
</FONT>
<P align="center"><FONT size="2">&nbsp;
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<P align="left"><FONT size="2">2. Compensation.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">A. Base Salary. Executive shall initially be paid a base annual salary in
the
amount of $200,000, payable bi-weekly, less all applicable withholdings
and
deductions (the &#147;Initial Base Salary&#148;). Executive shall receive a periodic
performance review and consideration for an increase in the Initial Base
Salary.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">B. Bonus and Stock Plans. Executive shall be eligible to participate in
the
incentive compensation plans and the stock option and grant plans
maintained
by United HealthCare or an affiliate or subsidiary of United HealthCare,
in
the sole discretion of United HealthCare and in accordance with the terms
and
conditions of those plans and applicable laws and regulations.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">C. Employee Benefits. Executive shall be eligible to participate in the
employee benefit plans maintained by either United HealthCare or an
affiliate
or subsidiary of United HealthCare, including without limitation, any
life,
health, dental, short-term and long-term disability insurance coverages
and
any retirement plans, in the sole discretion of United HealthCare and in
accordance with the terms and conditions of those plans and applicable
laws
and regulations.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">D. Vacation; Illness. Executive shall be eligible for paid vacation and
sick
leave each year in accordance with the then-current policies of either
United
HealthCare or an affiliate or subsidiary of United HealthCare, in the sole
discretion of United HealthCare and in accordance with the terms and
conditions of those plans and applicable laws and regulations.
</FONT>
<P align="left"><FONT size="2">3. Term and Termination.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">A. Term. The term of this Agreement shall begin on the Effective Date and
shall continue until terminated as set forth in Section&nbsp;3B.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">B. Termination of Agreement.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">1. By Mutual Agreement: This Agreement and Executive&#146;s employment
hereunder may be terminated at any time by the mutual written agreement of
the parties.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">2. By United HealthCare: United HealthCare may terminate this Agreement
and Executive&#146;s employment hereunder on 30&nbsp;days&#146; written notice.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">3. By Executive: Executive may terminate this Agreement and Executive&#146;s
employment hereunder on 30&nbsp;days&#146; written notice.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">4.
Death, Disability, Etc.: This Agreement and Executive&#146;s employment by
United HealthCare shall terminate immediately upon Executive&#146;s death. This
Agreement and Executive&#146;s employment hereunder shall automatically
terminate in the event
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<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">of a permanent and total disability which renders Executive incapable of
performing Executive&#146;s duties, with or without reasonable accommodation.
United HealthCare has the sole discretion to determine whether Executive
is permanently or totally disabled with the meaning of this Section&nbsp;3B4,
and the effective date on which Executive was rendered so disabled.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">C. Employee Benefits: On the effective date of the termination of this
Agreement and Executive&#146;s employment by United HealthCare, Executive shall
cease to be eligible for all employee benefit plans maintained by United
HealthCare, except as required by federal or state continuation of
coverage
laws (&#147;COBRA Benefits&#148;). If Executive elects COBRA Benefits, Executive
shall
pay the entire cost of such benefits either through after-tax payroll
deductions from the cash component of any severance compensation Executive
receives or directly if Executive does not receive such severance
compensation or if such severance compensation ceases.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">D. Severance Events and Benefits: If a Severance Event, as hereinafter
defined, occurs, Executive shall receive the severance benefits set forth
in
this Section&nbsp;3D for a period of 12&nbsp;months from the effective date of the
applicable Severance Event (the &#147;Severance Period&#148;). For purposes of this
Agreement a Severance Event shall occur if and when:
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       <TD width="1%" nowrap align="left"><FONT size="2">(i)
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 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">United HealthCare (a)&nbsp;terminates this Agreement and Executive&#146;s
employment without Cause, as hereinafter defined, or (b)&nbsp;terminates this
Agreement without terminating Executive&#146;s employment and Executive
elects to treat such termination of this Agreement as a Change in
Employment, as hereinafter defined (collectively a &#147;Termination without
Cause&#148;), or
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       <TD width="1%" nowrap align="left"><FONT size="2">(ii)
</FONT></TD>
 <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
 <TD><FONT size="2">Within two years following a Change in Control, as hereinafter
defined,
either (a)&nbsp;United HealthCare terminates this Agreement and Executive&#146;s
employment without Cause, or (b)&nbsp;a Change in Employment occurs and
Executive elects to treat such Change in Employment as a termination of
Executive&#146;s employment (a &#147;Termination following a Change in Control&#148;).
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<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">1. Severance Compensation: Executive shall receive the following severance
compensation (the &#147;Severance Compensation&#148;):
</FONT>
<P align="left" style="margin-left:9%; margin-right:0%"><FONT size="2">a) Termination without Cause. Subject to Section&nbsp;3D(1)(b) below, upon a
Termination without Cause Executive shall receive biweekly payments
equal to 1/26 of the sum of (1)&nbsp;Executive&#146;s annualized base salary as
of the date of the Severance Event, less all applicable withholdings or
deductions required by law and Executive&#146;s COBRA Benefit payments, if
any, plus (2)&nbsp;one-half of the total of any bonus or incentive
compensation paid or payable to Executive for the two most recent
calendar years (excluding any special or one-time bonus or incentive
compensation payments), or if Executive has been eligible for such
bonus or incentive compensation payments for less than two such
periods, the last such payment paid or payable to
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<P align="left" style="margin-left:9%; margin-right:0%"><FONT size="2">Executive (excluding any special or one-time bonus or incentive
compensation payments).
</FONT>
<P align="left" style="margin-left:9%; margin-right:0%"><FONT size="2">b) Termination following a Change in Control: Upon a Termination
following a Change in Control, Executive shall receive biweekly
payments equal to 1/26 of two times the sum of (1)&nbsp;Executive&#146;s highest
annualized base salary during the 2&nbsp;year period immediately preceding
the Severance Event, less all applicable withholdings or deductions
required by law and Executive&#146;s COBRA Benefit payments, if any, plus
(2)&nbsp;the greater of (i)&nbsp;all bonuses that would be payable to Executive
under any incentive compensation plans in which Executive then
participates at Executive&#146;s then-current target level, or (ii)&nbsp;one-half
of the total of any bonus or incentive compensation paid or payable to
Executive for the two most recent calendar years (excluding any special
or one-time bonus or incentive compensation payments), or if Executive
has been eligible for such bonus or incentive compensation payments for
less than two such periods, the last such payment paid or payable to
Executive (excluding any special or one-time bonus or incentive
compensation payments.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">2. Cash Payment: Executive shall receive a one-time cash payment within a
reasonable time following commencement of the Severance Period in an
amount
equal to the portion of the premiums that United HealthCare, or its
affiliate
or subsidiary, as applicable, subsidizes for employee-only health, dental
and
group term life benefit coverages (the &#147;Cash Payment&#148;). The Cash Payment
shall cover the Severance Period and shall be determined as of the
effective
date of the applicable Severance Event.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">3. Job Search Fees. For a period not to exceed the Severance Period,
United
HealthCare shall pay to an outplacement firm selected by United HealthCare
an
amount deemed reasonable by United HealthCare for outplacement and job
search
services for Executive.
</FONT>
<P align="left"><FONT size="2">This Section&nbsp;3D shall be the sole liability of United HealthCare to Executive
upon the termination of this Agreement and Executive&#146;s employment hereunder,
and
shall replace and be in lieu of any payments or benefits which otherwise might
be owed Executive under any other severance plan or program maintained by
United
HealthCare. Such compensation and benefits shall be conditioned on receipt by
United HealthCare of a separation agreement and a release of claims by
Executive
on terms and conditions acceptable to United HealthCare in its sole discretion.
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E. Definitions and Procedures.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">1. Cause. For purposes of this Agreement &#147;Cause&#148; shall mean (a)&nbsp;the
refusal of Executive to follow the reasonable direction of the Board of
Directors of United HealthCare or Executive&#146;s supervisor or to perform any
duties reasonably required on material matters by United HealthCare, (b)
material violations of United
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<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">HealthCare&#146;s Code of Conduct or (c)&nbsp;the commission of any criminal act or
act of fraud or dishonesty by Executive in connection with Executive&#146;s
employment by United HealthCare. Prior to the termination of Executive&#146;s
employment under subsection (a)&nbsp;of this definition of Cause, United
HealthCare shall provide Executive with a 30&nbsp;day notice specifying the
basis for Cause. If the Cause described in the notice is cured to United
HealthCare&#146;s reasonable satisfaction prior to the end of the 30&nbsp;day notice
period, Executive&#146;s employment hereunder shall not be terminated on that
basis.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">2. Change in Control. For purposes of this Agreement &#147;Change in Control&#148;
shall mean (a)&nbsp;the acquisition by any person, entity or &#147;group,&#148; within
the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934 (the &#147;Exchange Act&#148;), other than United HealthCare or any employee
benefit plan of United HealthCare, of beneficial ownership (as defined in
the Exchange Act) of 20% or more of the common stock of UHC or the
combined voting power of UHC&#146;s then-outstanding voting securities in a
transaction or series of transactions not approved in advanced by a vote
of at least three-quarters of the directors of UHC; (b)&nbsp;a change in 50% or
more of the directors of UHC in any 12&nbsp;month period; (c)&nbsp;the approval by
the shareholders of UHC of a reorganization, merger, consolidation,
liquidation or dissolution of UHC or of the sale (in one transaction or a
series of related transactions) of all or substantially all of the assets
of UHC other than a reorganization, merger, consolidation, liquidation,
dissolution or sale approved in advance by a vote of at least
three-quarters of the directors; (d)&nbsp;the first purchase under any tender
offer or exchange offer (other than an offer by UHC) pursuant to which
shares of UHC common stock are purchased; or (e)&nbsp;at least a majority of
the directors of UHC determine in their sole discretion that there has
been a change of control of UHC.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">3. Change in Employment. For purposes of this Agreement a &#147;Change in
Employment&#148; shall be deemed to have occurred (a)&nbsp;if (i)&nbsp;Executive&#146;s duties
are materially and adversely changed without Executive&#146;s prior consent,
(ii)&nbsp;Executive&#146;s salary or benefits are reduced other than as a general
reduction of salaries and benefits by United HealthCare, (iii)&nbsp;without
terminating Executive&#146;s employment United HealthCare terminates this
Agreement, or (iv)&nbsp;the geographic location for the performance of
Executive&#146;s duties hereunder is moved more than 50 miles from the
geographic location at the Effective Date without Executive&#146;s prior
consent, and (b)&nbsp;if in each case under subsections (a) (i), (ii), (iii)
and (iv), in the period beginning 90&nbsp;days before the time the Change in
Employment occurs, Cause does not exist or if Cause does exist United
HealthCare has not given Executive written notice that Cause exists.
Notwithstanding the foregoing, an isolated, insubstantial or inadvertent
action by United HealthCare, which is remedied by United HealthCare
within 30&nbsp;days after receipt of notice thereof by Executive, shall not
constitute a Change in Employment. Executive may elect to treat a Change
in Employment as a termination of this Agreement and Executive&#146;s
employment hereunder. To do so Executive shall send written notice of such
election to United HealthCare within 90&nbsp;days after the date Executive
receives
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<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">notice from United HealthCare or otherwise is definitively informed of the
events constituting the Change in Employment. No Change in Employment
shall be deemed to have occurred if Executive fails to send the notice of
election within the 90&nbsp;day period. Executive&#146;s failure to treat a
particular Change in Employment as a termination of employment shall not
preclude Executive from treating a subsequent Change in Employment as a
termination of employment. The effective date of a Change in Employment
termination shall be the date 30&nbsp;days after United HealthCare receives the
written notice of election.
</FONT>
<P align="left"><FONT size="2">4. Property Rights, Confidentiality, Non-Disparagement, Non-Solicit and
Non-Compete Provisions.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;United HealthCare&#146;s Property.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">1. Assignment of Property Rights. Executive shall promptly disclose to
United HealthCare in writing all inventions, discoveries and works of
authorship, whether or not patentable or copyrightable, which are
conceived, made, discovered, written or created by Executive alone or
jointly with another person, group or entity, whether during the normal
hours of employment at United HealthCare or on Executive&#146;s own time,
during the term of this Agreement. Executive assigns all rights to all
such inventions and works of authorship to United HealthCare. Executive
shall give United HealthCare any assistance it reasonably requires in
order for United HealthCare to perfect, protect, and use its rights to
inventions and works of authorship.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">This provision shall not apply to an invention for which no equipment,
supplies, facility or trade secret information of United HealthCare was
used and which was developed entirely on the Executive&#146;s own time and
which (1)&nbsp;does not relate to the business of United HealthCare or to
United HealthCare&#146;s anticipated research or development, or (2)&nbsp;does not
result from any work performed by the Executive for United HealthCare.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">2. No Removal of Property. Executive shall not remove any records,
documents, or any other tangible items (excluding Executive&#146;s personal
property) from the premises of United HealthCare in either original or
duplicate form, except as is needed in the ordinary course of conducting
business for United HealthCare.
</FONT>
<P align="left" style="margin-left:6%; margin-right:0%"><FONT size="2">3. Return of Property. Executive shall immediately deliver to United
HealthCare, upon termination of employment with United HealthCare, or at
any other time upon United HealthCare&#146;s request, any property, records,
documents, and other tangible items (excluding Executive&#146;s personal
property) in Executive&#146;s possession or control, including data
incorporated in word processing, computer and other data storage media,
and all copies of such records, documents and information, including all
Confidential Information, as defined below.
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<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">B. Confidential Information. During the course of employment Executive
will
develop, become aware of and accumulate expertise, knowledge and
information
regarding United HealthCare&#146;s organization, strategies, business and
operations and United HealthCare&#146;s past, current or potential customers
and
suppliers. United HealthCare considers such expertise, knowledge and
information to be valuable, confidential and proprietary and it shall be
considered Confidential Information for purposes of this Agreement. During
this Agreement and at all times thereafter Executive shall not use such
Confidential Information or disclose it to other persons or entities
except
as is necessary for the performance of Executive&#146;s duties for United
HealthCare or as has been expressly permitted in writing by United
HealthCare. This Section&nbsp;4B shall survive the termination of this
Agreement.</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">C. Non-Disparagement. Executive agrees that he will not criticize, make
any
negative comments or otherwise disparage or put in disrepute United
HealthCare, or those associated with United HealthCare, in any way,
whether
orally, in writing or otherwise, directly or by implication in
communication
with any person, including but not limited to customers or agents of
United
HealthCare. This Section&nbsp;4C shall survive the termination of this
Agreement.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">D. Non-Solicitation. During (i)&nbsp;the term of this Agreement, (ii)&nbsp;the
Severance Period or any period in which Executive receives severance
compensation pursuant to United HealthCare&#146;s election under Section&nbsp;4E, as
applicable (iii)&nbsp;any period following the termination or expiration of
this
Agreement during which Executive remains employed by United HealthCare and
(iv)&nbsp;for a period of one year after the last day of the latest of any
period
described in (i), (ii)&nbsp;or (iii), Executive shall not (y)&nbsp;directly or
indirectly attempt to hire away any then-current employee of United
HealthCare or a subsidiary of United HealthCare or to persuade any such
employee to leave employment with United HealthCare, or (z)&nbsp;directly or
indirectly solicit, divert, or take away, or attempt to solicit, divert,
or
take away, the business of any person, partnership, company or corporation
with whom United HealthCare (including any subsidiary or affiliated
company
in which United HealthCare has a more than 20% equity interest) has
established or is actively seeking to establish a business or customer
relationship. This Section&nbsp;4D shall survive the termination of this
Agreement.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">E. Non-Competition. During (i)&nbsp;the term of this Agreement, (ii)&nbsp;the
Severance
Period or any period in which Executive receives severance compensation
pursuant to United HealthCare&#146;s election under this Section&nbsp;4E, as
applicable,
and (iii)&nbsp;any period following the termination or expiration of this
Agreement during which Executive remains employed by United HealthCare,
Executive shall not, without United HealthCare&#146;s prior written consent,
engage or participate, either individually or as an employee, consultant
or
principal, partner, agent, trustee, officer or director of a corporation,
partnership or other business entity, in any business in which United
HealthCare (including any subsidiary or affiliated company in which United
HealthCare has more than a 20% equity interest) is engaged. If Executive
terminates this Agreement, and as of such termination or within 90&nbsp;days of
such termination Executive also terminates Executive&#146;s employment by
United
HealthCare, United HealthCare may elect to have
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<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">the provisions of this Section&nbsp;4E be in effect for up to 24&nbsp;months
following
the effective date of Executive&#146;s employment termination if, during the
period up to 24&nbsp;months specified by United HealthCare, United HealthCare
pays
Executive severance compensation equal to biweekly payments of 1/26 of the
Severance Compensation and the Cash Payment. United HealthCare must send
written notice of such election within 10&nbsp;days after it receives written
notice of Executive&#146;s termination of employment. This Section&nbsp;4E shall
survive the termination of this Agreement.</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">5. Miscellaneous.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">A. Assignment. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their successors and assigns, but may not be
assigned by either party without the prior written consent of the other
party, except that United HealthCare in its sole discretion may assign
this
Agreement to an entity controlled by United HealthCare at the time of the
assignment. If United HealthCare subsequently loses or gives up control of
the entity to which this Agreement is assigned, such entity shall become
United HealthCare for all purposes under this Agreement, beginning on the
date on which United HealthCare loses or gives up control of the entity.
Any
successor to United HealthCare shall be deemed to be United HealthCare for
all purposes of this Agreement.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">B. Notices. All notices under this Agreement shall be in writing and shall
be
deemed to have been duly given if delivered by hand or mailed by
registered
or certified mail, return receipt requested, postage prepaid, to the party
to
receive the same at the address set forth below or at such other address
as
may have been furnished by proper notice.
</FONT>
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<TR valign="bottom">
    <TD valign="top"><FONT size="2">United HealthCare:</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
300 Opus Center</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
9900 Bren Road East</FONT></TD>
</TR>

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    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Minnetonka, MN 55343</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Attn: General Counsel</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Executive:</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
300 Opus Center</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
9900 Bren Road East</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Minnetonka, MN 55343</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Attn: David S. Wichmann</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">C. Entire Agreement. This Agreement contains the entire understanding of
the
parties with respect to its subject matter and may be amended or modified
only by a subsequent written amendment executed by the parties. This
Agreement replaces and supersedes any and all prior employment or
employment
related agreements and understandings, including any letters or memos
which
may have been construed as agreements, between the Executive and United
HealthCare.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">D. Choice of Law. This Agreement shall be construed and interpreted under
the
applicable laws and decisions of the State of Minnesota.
</FONT>
<P align="center"><FONT size="2">-8-
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">E. Waivers. No failure on the part of either party to exercise, and no
delay
in exercising, any right or remedy under this Agreement shall operate as a
waiver; nor shall any single or partial exercise of any right or remedy
preclude any other or further exercise of any right or remedy.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">F. Adequacy of Consideration. Executive acknowledges and agrees that
Executive has received adequate consideration from United HealthCare to
enter
into this Agreement.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">G. Dispute Resolution and Remedies. Any dispute arising between the
parties
relating to this Agreement or to Executive&#146;s employment by United
HealthCare
shall be resolved by binding arbitration pursuant to United
HealthCare&#146;s Employment Arbitration Policy. The arbitrators shall not ignore or vary
the
terms of this Agreement and shall be bound by and apply controlling law.
The
parties acknowledge that Executive&#146;s failure to comply with the
Confidential
Information, Non-Solicitation and Non-Competition provisions of this
Agreement will cause immediate and irreparable injury to United HealthCare
and that therefore the arbitrators, or a court of competent jurisdiction
if
an arbitration panel cannot be immediately convened, will be empowered to
provide injunctive relief, including temporary or preliminary relief, to
restrain any such failure to comply.
</FONT>
<P align="left" style="margin-left:3%; margin-right:0%"><FONT size="2">H. No Third-Party Beneficiaries. This Agreement shall not confer or be
deemed
or construed to confer any rights or benefits upon any person other than
the
parties.
</FONT>
<P align="left"><FONT size="2">THIS AGREEMENT CONTAINS A BINDING
ARBITRATION PROVISION THAT MAY BE ENFORCED BY
THE PARTIES.
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, this Agreement has been signed by the parties
hereto as of the Effective Date set forth above.
</FONT>
<DIV align="center">
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<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
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    <TD width="45%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top" colspan="3"><FONT size="2">
United HealthCare Services, Inc.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Executive</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">By</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ Robert Backes
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">/s/ David S. Wichmann</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Its</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
SR VP HR</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">-9-
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