This Agreement, effective as of October 16, 1998 (the "Effective Date"), is made by and between Lois E. Quam
("Executive") and United HealthCare Services, Inc. ("United HealthCare") for the purpose of setting forth the
terms and conditions of Executive's employment by United HealthCare, or an affiliate or subsidiary of United
HealthCare, and to protect United HealthCare'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 "United HealthCare" includes any
entity affiliated with United HealthCare.
WHEREAS, as additional consideration for entering into this Agreement Executive shall receive, upon execution
of this Agreement, a nonqualified stock option to purchase 40,000 shares of United HealthCare Corporation
("UHC") 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.
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.
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:
1. EMPLOYMENT AND DUTIES, TERMINATION OF PRIOR AGREEMENTS.
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 Except as specifically superseded by this Agreement, Executive's employment hereunder
shall be subject to all of United HealthCare's policies and procedures in regard to its employees. Executive's
employment hereunder shall begin on the Effective Date and shall continue until terminat