This Agreement, effective as of October 13, 1999 (the "Effective Date"), is made by and between Stephen J.
Hemsley ("Executive") and United HealthCare Corporation ("UnitedHealth Group" or the "Company") for the
purpose of setting forth the terms and conditions of Executive's employment by UnitedHealth Group and to
protect UnitedHealth Group's knowledge, expertise, customer and provider relationships, and the confidential
information UnitedHealth Group has developed about its customers, providers, products, operations, and
services. Unless the context otherwise requires, when used in this Agreement all references to "UnitedHealth
Group" include any entity affiliated with UnitedHealth Group.
1. EMPLOYMENT. UnitedHealth Group hereby employs Executive as the President of UnitedHealth Group.
Executive shall, during the term of his employment hereunder and subject to the supervision and control of the
Chief Executive Officer of UnitedHealth Group, perform such duties, have such power, and exercise such
supervision and control with regard to the business of UnitedHealth Group as are commonly associated with or
appropriate to the office of the President. Executive shall report to the Chief Executive Officer of UnitedHealth
Group. Executive accepts such employment on the terms and conditions set forth in this Agreement and, except
as specifically superseded by this Agreement, subject to all of UnitedHealth Group's policies and procedures, as
changed from time-to-time, in regard to its employees generally. As of the Effective Date, all other prior
employment related agreements between Executive and UnitedHealth Group shall terminate in their entirety and
no longer be of any force or effect, except for any outstanding stock options or restricted stock grants which shall
continue in accordance with their terms.
(a) BASE SALARY. Executive shall initially be paid a base annual salary in the amount of $750,000 payable bi-
weekly in accordance with UnitedHealth Group'