This Agreement is made by and between James Conto ("Employee") and United HealthCare Corporation,
("United") for the purpose of setting forth certain terms and conditions of Employee's employment by United and
to protect United's knowledge, expertise, customer relationships and the confidential information United has
developed about its customers, products, operations and services. As of the Effective Date, this Agreement
supersedes any prior employment-related agreement or agreements between Employee and United or any
subsidiary or affiliate of United.
1. Employment and Duties.
A. Employment. United hereby directly or through its subsidiaries employs Employee. Employee 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employment on the terms and conditions set forth in this Agreement and, except as specifically superseded by this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 United's policies and procedures in regard to its employees.
B. Duties. Employee shall perform such duties as are commonly associated with his/her position or as are
reasonably assigned to Employee by his/her supervisor from time-to-time. Employee agrees to devote
substantially all of his/her business time and energy to the performance of his/her duties in a diligent and proper
A. Base Salary. Employee shall initially be paid a base annual salary in the amount of $127,500 payable bi-
weekly, less all applicable withholdings and deductions. Employee shall receive a periodic performance review
from his/her supervisor and consideration for an increase of such base salary.
B. Bonus and Stock Plans. Employee shall be eligible to participate in United's incentive compensation plans and
its stock option and grant plans, in accordance with the terms and conditions of those plans and applicable laws
C. Employee Benefits. The Employee shall be eligible to participate in United's other employee benefit plans,
including without limitation, any life, health, dental, short-term and long-term disability in