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Pharmacy Benefit Management Agreement - United HealthCare Services Inc. and Merck Medco Managed Care LLC


         This PHARMACY BENEFIT MANAGEMENT AGREEMENT (this "Agreement") is
between UNITED HEALTHCARE SERVICES, INC., on behalf of itself and its affiliates
from time to time, located at 9900 Bren Road East, Minnetonka, Minnesota 55343
(hereinafter "United HealthCare"), and MERCK MEDCO MANAGED CARE, L.L.C. located
at 100 Summit Avenue, Montvale, New Jersey 07645-1753 (hereinafter "PBM"). This
Agreement is effective on the date the parties have each executed it (the
"Effective Date"). It concerns services provided as of the "Commencement Date,"
as hereinafter defined. This Agreement supersedes and replaces any existing
agreements between the parties related to the same subject matter.

                              W I T N E S S E T H:

         WHEREAS, United HealthCare desires to contract with a pharmaceutical
benefits management entity for pharmaceutical benefit management and related
services that United HealthCare will make available, together with other United
HealthCare services, to Health Plans, as hereinafter defined, and other
non-Health Plan business (affiliated with United HealthCare or to which United
HealthCare provides services) through contracts with United HealthCare; and

         WHEREAS, PBM provides pharmaceutical benefits management and related
services and desires to contract with United HealthCare to provide such
management and services.

         NOW, THEREFORE, in consideration of the terms and conditions set forth
in this Agreement, the undersigned parties agree as follows:


         1.1.     DEFINITIONS. In addition to the capitalized terms defined
elsewhere in this Agreement, the following terms shall have the following

         (a)      "AVERAGE WHOLESALE PRICE" or "AWP" means the average wholesale
         price of the Covered Prescription Drug Services dispensed, utilizing
         the current price list in the Blue Book and its supplements. If PBM
         ceases to use the Blue Book and its supplements, PBM shall use such
         other nationally recognized pricing source as PBM uses for all of its
         remaining customers; or, if PBM uses more than one source, then the
         source used for United HealthCare shall be the source mutually agreed
         to by the parties. Under the Retail Pharmacy Program, AWP is based on
         the package size submitted. Under the Mail Service Program, AWP is
         based on package sizes of 100 units or 16 oz. quantities, or smaller
         quantities if such quantities are not commercially available.

         (b)      "BENEFIT CONTRACT" means a benefit plan that: (i) is
         sponsored, purchased, issued or administered by Payor and (ii) contains
         the terms and conditions of a Covered Person's coverage. A Benefit
         Contract is also known as a certificate of coverage, summary plan
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