This Agreement, effective as of October 13, 1999, is made by and between William W. McGuire, M.D.
("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. As of the
Effective Date (as defined in Section 3(a)), this Agreement supersedes that certain Employment Agreement,
effective as of January 1, 1996, and any prior similar agreement or agreements between Executive and
UnitedHealth Group or any of UnitedHealth Group's subsidiaries or affiliates.
1. EMPLOYMENT. UnitedHealth Group hereby employs Executive to serve as its Chief Executive Officer.
Executive shall, during the term of his employment hereunder and subject to the supervision and control of the
Board of Directors of UnitedHealth Group (the "Board of Directors"), 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 Chief Executive Officer, including, but not limited to, the day-to-
day general management, supervision and control of all businesses and operations of UnitedHealth Group and its
subsidiaries. In furtherance thereof, Executive shall report to the Board of Directors, and all other senior
executives of UnitedHealth Group and its subsidiaries shall report to Executive or as Executive may direct. In
addition, Executive shall perform such other duties of a senior executive nature as the Board of Directors and
Executive from time to time determine to be mutually acceptable. Executive accepts such employment on the
terms and conditions set forth in this Agreement and, except as specifically superseded by this Agre