Unitedhealth Group Inc Sample Contracts

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AGREEMENT
Agreement and Plan of Merger • October 20th, 2000 • Unitedhealth Group Inc • Hospital & medical service plans • Delaware
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 6, 2005
Agreement and Plan of Merger • July 12th, 2005 • Unitedhealth Group Inc • Hospital & medical service plans • Delaware
WITNESSETH:
Voting Agreement • October 20th, 2000 • Unitedhealth Group Inc • Hospital & medical service plans • Delaware
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of October 26, 2003
Agreement and Plan of Merger • October 27th, 2003 • Unitedhealth Group Inc • Hospital & medical service plans • Delaware
Exhibit 4.4. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN...
United Healthcare Corp • May 3rd, 1999 • Hospital & medical service plans • New York

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

INDENTURE
Indenture • January 20th, 1998 • United Healthcare Corp • Hospital & medical service plans • New York
UNITED HEALTHCARE CORPORATION 6.60% NOTES DUE DECEMBER 1, 2003 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • January 22nd, 1999 • United Healthcare Corp • Hospital & medical service plans • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ----------------------------
Agreement and Plan of Merger • October 17th, 1995 • United Healthcare Corp • Hospital & medical service plans • Delaware
UnitedHealth Group Incorporated Debt Securities Underwriting Agreement
Underwriting Agreement • March 21st, 2024 • Unitedhealth Group Inc • Hospital & medical service plans

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture, dated as of February 4, 2008 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).

CREDIT AGREEMENT dated as of October 16, 2006 among UNITEDHEALTH GROUP INCORPORATED The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., and BANK OF AMERICA, N.A., as Co- Syndication Agents $7,500,000,000...
Credit Agreement • October 18th, 2006 • Unitedhealth Group Inc • Hospital & medical service plans • New York

CREDIT AGREEMENT dated as of October 16, 2006 among UNITEDHEALTH GROUP INCORPORATED, as Borrower, the LENDERS party hereto, CITIBANK, N.A. and BANK OF AMERICA, N.A., as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

UnitedHealth Group Incorporated Debt Securities Underwriting Agreement
Underwriting Agreement • December 3rd, 2003 • Unitedhealth Group Inc • Hospital & medical service plans • New York

From time to time UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

EXHIBIT 10 INFORMATION TECHNOLOGY SERVICES AGREEMENT
Information Technology Services Agreement • May 15th, 2003 • Unitedhealth Group Inc • Hospital & medical service plans • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 1999 • United Healthcare Corp • Hospital & medical service plans • Minnesota
AMENDMENT TO UNITED HEALTHCARE SERVICES, INC. AND UNITEDHEALTH NETWORKS, INC. PHARMACY BENEFIT MANAGEMENT AGREEMENT
Benefit Management Agreement • January 20th, 2004 • Unitedhealth Group Inc • Hospital & medical service plans
REGISTRATION RIGHTS AGREEMENT by and among UnitedHealth Group Incorporated and Deutsche Bank Securities Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of November 19, 2007
Registration Rights Agreement • December 26th, 2007 • Unitedhealth Group Inc • Hospital & medical service plans • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 19, 2007, by and among UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”), and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.125% Notes due November 15, 2010, its 5.500% Notes due November 15, 2012, its 6.000% Notes due November 15, 2017 and its 6.625% Notes due November 15, 2037 (collectively, the “Initial Securities”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans

This AMENDMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of Executive’s employment agreement with UnitedHealth Care Services, Inc. or an affiliated entity (the “Employment Agreement”) for purposes of establishing documentary compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”), and to permit ongoing operational compliance with Section 409A. Accordingly, in exchange for the mutual promises set forth below, notwithstanding anything else to the contrary in the Employment Agreement, Executive’s Employment Agreement is amended, effective December 31, 2008, as follows:

Contract
Unitedhealth Group Inc • August 16th, 2004 • Hospital & medical service plans • New York

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR DEBT SECURITIES INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

VOTING AGREEMENT
Voting Agreement • June 5th, 2006 • Unitedhealth Group Inc • Hospital & medical service plans • Delaware

This VOTING AGREEMENT (“Agreement”), dated May 25, 2006, by and among Ingenix, Inc., a Delaware corporation (“Parent”) and the stockholder of NWH, Inc., a Delaware corporation (the “Company”), identified on Schedule 1 hereto (the “Stockholder”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Merger Agreement.

Underwriting Agreement
Unitedhealth Group Inc • March 25th, 2003 • Hospital & medical service plans • New York

From time to time UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2008 • Unitedhealth Group Inc • Hospital & medical service plans

This Agreement is between David Wichmann (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective as of December 1, 2006 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities.

Contract
Unitedhealth Group Inc • March 2nd, 2006 • Hospital & medical service plans • New York

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR DEBT SECURITIES INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2005 • Unitedhealth Group Inc • Hospital & medical service plans • Minnesota

This Agreement, effective as of October 1, 1998 (the “Effective Date”), is made by and between William A. Munsell (“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.

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