This Agreement is made effective this 19th day of May, 1998 (the "Effective Date") by and between Arnold H.
Kaplan ("Executive") and United HealthCare Services, Inc. ("UHS") (when used in this Agreement, UHS
includes any affiliated entity of UHS) for the purpose of setting forth certain terms and conditions of Executive's
employment by UHS and to protect UHS's knowledge, expertise, customer relationships and the confidential
information UHS 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 Executive and UHS
or any subsidiary or affiliate of UHS.
1. EMPLOYMENT AND DUTIES.
A. EMPLOYMENT. UHS hereby directly or through its subsidiaries employs Executive. 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employment on the terms and conditions set forth in this Agreement and, except as specifically superseded by this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 UHS's policies and procedures in regard to its employees.
B. DUTIES. Executive shall perform such duties as are commonly associated with his position as the Chief
Financial Officer of United HealthCare Corporation ("UHC") or such other senior executive level responsibilities
as are reasonably assigned to Executive by his supervisor from time-to-time. As Chief Financial Officer,
Executive will report directly to UHC's Senior Executive Vice President, such executive's successor, or another
member of UHC's Office of the Chairman, excluding, however, any Chief Administrative Officer that may from
time to time be appointed by UHC and serve as a member of the Office of the Chairman. Executive agrees to
devote substantially all of his business time and energy to the performance of his duties in a diligent and proper
manner. UHS acknowledges that Executive shall maintain his permanent residence in Emmaus, Pennsylvania.
A. BASE SALARY. Executive shall initially be paid a base annual salary in the amoun