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EXHIBIT 10(b)








Amendment No.3 to the Information Technology Services Agreement



United HealthCare Services, Inc., having a place of business at 9900 Bren Road
East, Minnetonka, MN 55343 (“UHS”) and International Business Machines
Corporation, having a place of business at Route 100, Somers, New York 10589
(“IBM”), agree that the following terms and conditions amend the Information
Technology Services Agreement, effective February 1, 2003, between UHS and IBM
(the “Amendment No.3”).


This Amendment No.3, made effective the last date signed below, changes those
articles(s) of the Information Technology Services Agreement (the “Agreement”)
and the Exhibits to the Agreement as indicated below. Unless otherwise
expressly specified herein, all terms defined in the Agreement shall have the
same meaning when used in this Amendment No.3. All terms and conditions of the
Agreement not otherwise specifically amended or supplemented herein remain
unchanged and in full force and effect.


Background and Purpose


The purpose of this Amendment No.3 is to primarily make administrative changes
to: (1) revise certain table of contents, (2) eliminate revision mark edits,
and (3) remove Draft markings from final documents. Pages i through viii of the
Agreement are hereby revised as part of this Amendment No.3. The attached
Agreement pages i through viii replace and supersede the previous pages i
through viii in the Agreement. The attached Exhibit 1.1, page 2 replaces and
supersedes the previous Exhibit 1.1, page 2. Exhibit 1.2, Exhibit 1.3, Exhibit
1.10, Exhibit 3.5, Exhibit 5.1, Exhibit 18 and Exhibit 20 are amended as
specified below.


Information Technology Services Agreement


The Agreement is revised as follows:




	 	(a)	 	Page i through viii: the Table of Contents is deleted in its
entirety and replaced and superseded with the Table of Contents
attached hereto.
	 
	 	(b)	 	Pages 82 and 83: delete the CompareRite text markings
beginning with the “COMPARISON OF FOOTNOTES” through the end of the
document in their entirety.



Exhibit 1.1, Services — Mainframe


Exhibit 1.1 is revised as follows:




	 	(a)	 	Page 2: the Table of Contents is hereby replaced and superseded with
the Table of Contents attached hereto.
	 
	 	(b)	 	Add Part 9, entitled “Intentionally Omitted”.



Exhibit 1.2, Service Levels — Mainframe


Exhibit 1.2.1 is revised as follows: Page 12: delete the heading marked as 4)
in Exhibit 1.2.1.


Exhibit 1.3, Charges — Mainframe


Exhibit 1.3 is revised as follows:




	 	(a)	 	Delete the revision markings in the footer of Exhibit 1.3.




					
	 	 	 	 	 
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	 	Amendment No. 3
	 	8/3/2004
	
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	 	(b)	 	On Exhibit 1.3.1, correct “Mainframe Services Monthly
Baseline” tables for all years as follows: The current description
of Optical Library stated as “optical disk cartridges stored” is
hereby changed to read “optical disk mounts”.



Exhibit 1.10, Facilities Management


Exhibit 1.10, third paragraph, under “Routine Assessment” is revised as
follows:




Routine Assessment, second paragraph, revise sentence “Exploration of
such arrangement will be done to the level necessary to assess the
feasibility of such and arrangement and may be performed as an Additional
Service” to accept changes marked in revision marking mode to remove the
extra space, extra period and revision edit paragraph edit markings.


Exhibit 3.5, MSF — Machines


Exhibit 3.5 is revised as follows: The title is revised from “Exhibit 4.5” to
read “Exhibit 3.5”.


Exhibit 5.1, Services Universal Server Farm


Exhibit 5.1 is revised as follows: Add ASR# 01-0418B-Addendum No. 22 to section
3.0 USF Services, item e. “Listing of USF ASRs”:


Exhibit 18, Software Management Process


Exhibit 18 is revised as follows: Add a period to the end of sentence above the
MF Task Table.


Exhibit 20, IBM Competitors


Exhibit 20 is revised as follows: Remove the word “DRAFT” in header.


THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES
RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS AMENDMENT, 2) THE EXHIBITS,
3) THE SCHEDULES AND 4) THE AGREEMENT, DATED FEBRUARY 1, 2003. THIS AMENDMENT
SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL
OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
DESCRIBED IN THIS AMENDMENT.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accepted by:	 	 	 	Accepted by:
	United HealthCare Services, Inc.	 	 	 	International Business Machines Corporation
	

	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mario F. Fabrizio	 	 	 	By:	 	/s/ Michael G. Morin	 	 
	 	 	
 	 	 	 	 	 	
 
	 	 	Authorized Signature
	 	 	 	 	 	Authorized Signature

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mario F. Fabrizio	7/1/04	 	 	 	 	 	Michael
G. Morin	6/30/04
	
 	 	 	 	
 
	Name (Type or Print)	 	Date	 	 	 	Name (Type or Print)	 	Date







					
	 	 	 	 	 
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	 	Amendment No. 3
	 	8/3/2004
	
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