This Employment Agreement (the "Agreement") is made as of the Effective Date between UHC Management
Company, Inc. (the "Company") and David A. George ("Executive").
The Board of Directors of the Company (the "Board of Directors") recognizes that outstanding management of
the Company is essential to advancing the best interests of the Company, its shareholders and its subsidiaries.
The Company desires to employ Executive and Executive has agreed to be employed by the Company under the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings contained in this Agreement,
the parties agree as follows:
1. EMPLOYMENT. The Company will employ Executive, and Executive accepts employment by the Company,
for the period beginning on the date the proposed merger transaction between United HealthCare Corporation
and The MetraHealth Companies ("Metra") closes ("Effective Date") and ending on December 31, 1998 (the
"Employment Period"), according to the terms of this Agreement. This Agreement shall never be of any effect in
the event the proposed merger transaction does not close.
(a) The Company and Executive agree that during the Employment Period Executive will have such authority and
perform such executive duties as are commensurate with his position. Executive will support the Chief Executive
Officer of the Company in carrying out his responsibilities as Chief Executive Officer.
(b) Executive (i) will devote his knowledge, skill and best efforts on a full-time basis to performing his duties and
obligations to the Company (with the exception of absences on account of illness or vacation in accordance with
the Company's policies and civic and charitable commitments not involving a conflict with the Company's
business), and (ii) will comply with the directions and orders of the Board of Directors and Chief Executive
Officer of the Company with respect to the performance of h