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Exhibit 10(d)




FIRST AMENDMENT

OF

UNITEDHEALTH GROUP

EXECUTIVE SAVINGS PLAN

(1998 Statement)




     WHEREAS, UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation
(“UnitedHealth Group”), has heretofore established and maintains several
nonqualified, deferred compensation programs for the benefit of a select group
of management or highly compensated employees of UnitedHealth Group and certain
affiliates of UnitedHealth Group; and



     WHEREAS, Said programs are currently embodied in a single document
entitled “UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLANS (1998 Statement)” (the
“Plan Statement); and



     WHEREAS, Pursuant to Sections 11.1 of the Plan Statement, the UnitedHealth
Group Employee Benefits Committee (the “EBC”) has the general power to amend
the Plan Statement by a written instrument executed by UnitedHealth Group; and



     WHEREAS, Pursuant to the Written Action of the EBC dated October 3, 1997,
the EBC has delegated to the Senior Vice President, Human Capital of
UnitedHealth Group the authority to amend the UnitedHealth Group Executive
Savings Plans (the “ESP”); and



     WHEREAS, UnitedHealth Group desires to amend the Plan Statement to provide
for the following: (i) to reflect changes in the eligibility provisions of the
ESP; (ii) to clarify that if a participant in the ESP has terminated employment
with UnitedHealth Group and all affiliates and has commenced payments of the
participant’s account under the ESP and is subsequently reemployed by
UnitedHealth Group or an affiliate of UnitedHealth Group before distribution is
completed, then the participant’s payments will be suspended until the
participant’s subsequent termination of employment; (iii) to clarify that
accounts under the ESP are adjusted on a daily basis; (iv) to adopt a small
cashout rule for terminated participants who have accounts of $5,000 or less;
(v) to adopt a minimum ($1,000) withdrawal amount for pre-selected in-service
distributions, on-demand in-service distributions and financial hardship
in-service distributions; (vi) to reflect that no additional amounts (other
than deemed earnings, gains or losses) will be credited to the ESP for Plan
Years beginning on or after January 1, 2004; and (vii) to reflect that the name
of the ESP will be changed to the “UnitedHealth Group Legacy Executive Savings
Plan” effective as of January 1, 2004.



     NOW, THEREFORE, The Plan Statement is hereby amended in the following
respects:



 









 





     I. Changes and Clarifications Made Due to Change in Trustee


1. CLARIFICATION REGARDING THE CREDITING OF CERTAIN AMOUNTS TO ACCOUNTS.
Effective January 1, 2002, Section 3.4 of the Plan Statement is amended to read
in full as follows:



3.4. Crediting to Accounts. The Committee shall cause to be credited to the
Account of each Participant the amounts, if any, of such Participant’s
automatic deferrals of pay determined under Section 3.1 or Section 3.2. Such
amounts shall be credited as soon as administratively feasible on or after the
day such pay would otherwise have been paid to the Participant.



2. CLARIFICATION REGARDING ENROLLMENT IN INCENTIVE DEFERRAL OPTION. Effective
January 1, 2003, Sections 4.1 and 4.1.1 of the Plan Statement is amended to
read in full as follows:



4.1. Incentive Deferral Option (for Annual Awards).




     4.1.1. Amount of Deferrals. Through a voice response system (or other
written or electronic means) approved by the Committee, a Participant may elect
to defer between (and including) 1% and 100% of such Participant’s Incentive
Award that is based on annual (one year or less) performance. To be effective
for an Incentive Award paid during a Plan Year, the deferral election must be
received by the Committee or its designee by the enrollment deadline designated
by the Committee. Such deferral election shall be irrevocable for the Plan
Year with respect to which it is made once it has been received by the
Committee or its designee.


3. CLARIFICATION REGARDING THE CREDITING OF INCENTIVE DEFERRALS TO ACCOUNTS.
Effective January 1, 2002, Section 4.1.2 of the Plan Statement is amended to
read in full as follows:




     4.1.2. Crediting to Accounts. The Committee shall cause to be credited to
the Account of each Participant the amount, if any, of such Participant’s
voluntary deferrals of any Incentive Awards under Section 4.1.1. Such amount
shall be credited as soon as administratively feasible on or after the day such
Incentive Award would otherwise have been paid to the Participant.


4. CLARIFICATION REGARDING ENROLLMENT IN SALARY DEFERRAL OPTION. Effective
January 1, 2003, Section 4.2.1 of the Plan Statement is amended to read in full
as follows:




     4.2.1. Amount of Deferrals. Through a voice response system (or other
written or electronic means) approved by the Committee, a Participant may elect
to defer between (and including) 1% and 100% of such Participant’s base salary
for a Plan Year. For this purpose, base salary shall include any non-stock
periodic incentive pay but shall not include any Incentive Awards. The
Committee may establish prospectively other limits or other pay eligible for
deferral. To be effective for such pay that is paid during a Plan Year, the
deferral election must



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be received by the Committee or its designee by the enrollment deadline
designated by the Committee. Such deferral election shall be irrevocable for
the Plan Year with respect to which it is made once it has been received by the
Committee or its designee.



5. CLARIFICATION REGARDING THE CREDITING OF SALARY DEFERRALS TO ACCOUNTS.
Effective January 1, 2002, Section 4.2.2 of the Plan Statement is amended to
read in full as follows:




     4.2.2. Crediting to Accounts. The Committee shall cause to be credited to
the Account of each Participant the amount, if any, of such Participant’s
voluntary deferrals of salary or other pay under Section 4.2.1. Such amount
shall be credited as soon as administratively feasible on or after the day such
salary or other pay would otherwise have been paid to the Participant.


6. CLARIFICATION REGARDING ENROLLMENT IN LIMITED BONUS DEFERRAL OPTION.
Effective January 1, 2003, Section 4.3.1 of the Plan Statement is a amended to
read in full as follows:




     4.3.1. Amount of Deferrals. Through a voice response system (or other
written or electronic means) approved by the Committee, a Participant may elect
to defer between (and including) 1% and 100% of all bonuses, other than
Incentive Awards and SLTEC Bonuses, received during the Plan Year, selected by
the Committee to be eligible for deferral. Such eligible bonuses shall include
(but not be limited to) ad hoc bonuses, bonuses tied to employment agreements,
bonuses under formal incentive programs (other than UnitedHealth Group’s
Leadership Results Plan), retention bonuses, and spot bonuses. To be effective
for a bonus paid during a Plan Year, the deferral election must be received by
the Committee or its designee before the enrollment deadline designated by the
Committee. Such deferral election shall be irrevocable for the Plan Year with
respect to which it is made once it has been received by the Committee or its
designee.


7. CLARIFICATION REGARDING THE CREDITING OF LIMITED BONUS DEFERRALS TO
ACCOUNTS. Effective January 1, 2002, Section 4.3.2 of the Plan Statement is
amended to read in full as follows:




     4.3.2. Crediting to Accounts. The Committee shall cause to be credited to
the Account of each Participant the amount, if any, of such Participant’s
voluntary deferral of such bonus pay under Section 4.3.1. Such amount shall be
credited as soon as administratively feasible on or after the day such bonus
pay would otherwise have been paid to the Participant.


8. CLARIFICATION REGARDING ENROLLMENT IN SLTEC DEFERRAL OPTION. Effective
January 1, 2003, Sections 4.4 and 4.4.1 of the Plan Statement is amended to
read in full as follows:




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	4.4.	 	Supplemental Long Term Executive Compensation Deferral Option (for Long Term Awards).





     4.4.1. Amount of Deferrals. Through a voice response system (or other
written or electronic means) approved by the Committee, a Participant may elect
to defer between (and including) 1% and 100% of such Participant’s SLTEC Bonus.
To be effective for a SLTEC Bonus paid during a Plan Year, the deferral
election must be received by the Committee or its designee before the
enrollment deadline designated by the Committee. Such deferral election shall
be irrevocable for the Plan Year which respect to which it is made once it has
been received by the Committee or its designee.


9. CLARIFICATION REGARDING TIMING OF DISTRIBUTIONS TO PARTICIPANTS. Effective
for all payments made on or after January 1, 2003, Section 9.1.1 of the Plan
Statement is amended to read in full as follows:



9.1.1. General Rule. A Participant’s Account (reduced by the amount of any
applicable payroll, withholding and other taxes) shall be distributable upon
the Termination of Employment or Disability of the Participant. The amount of
such distribution shall be determined as soon as administratively feasible
following the Plan Year in which occurs such Termination of Employment or
Disability and shall be actually paid (or, in the case of installments,
commenced) to the Participant as soon as practicable after such determination
(but not later than the last day of the February following such Plan Year).



10. CLARIFICATION REGARDING DISTRIBUTIONS TO PARTICIPANTS. Effective August 1,
2002, Section 9.2(b) of the Plan Statement is amended to read in full as
follows:




     (b) Installments. In the form of a series of 5 or 10 annual
installments.




	(i)	 	General Rule. The amount of the
first installment will be determined as soon as
administratively feasible following the Plan Year in
which the Participant experienced a Termination of
Employment or Disability as provided in Section 9.1 and
the amount of future installments will be determined as
soon as administratively feasible following the end of
each following Plan Year. The amount of each
installment shall be determined by dividing the Account
balance as of the Valuation Date as of which the
installment is being paid, by the number of remaining
installment payments to be made (including the payment
being determined). Such installments shall be actually
paid as soon as practicable after each such
determination (but not later than the last day of the
February following such Plan Year). Notwithstanding the
foregoing, if the value of the Participant’s Account
does not exceed Five Thousand Dollars ($5,000) as of the
Annual Valuation Date in the Plan Year in which the
Participant experienced a




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	 	 	Termination of Employment or Disability or any
following Plan Year, the Participant’s Account shall be
paid in a lump sum as soon as practicable after such
determination (but not later than the last day of the
February following such Plan Year).






	(ii)	 	Accelerated Payment. A Participant
who has experienced a Termination of Employment or
Disability and for whom an installment election is in
effect may elect through a voice response system (or
other written or electronic means) approved by the
Committee to receive a cash lump sum payment of the
total remaining balance of the Account (but not part
thereof) for any reason; provided, however, that the
Account balance will be reduced by a penalty of 10%, and
the Participant will receive 90% of the Account balance.
The penalty of 10% of the Account balance will be
forfeited to the Employers to be used as the Committee
determines in its discretion. The amount of such
distribution shall be determined as soon as
administratively feasible following the receipt of the
request by the Committee and shall be actually paid to
the Participant as soon as practicable after such
determination.




11. CLARIFICATION REGARDING DISTRIBUTIONS TO PARTICIPANTS CONCERNING TEN-YEAR
DELAY OPTION. Effective August 1, 2002, Sections 9.2(c)(i) and (ii) of the
Plan Statement is amended to read in full as follows:





	(i)	 	General Rule. The amount of such
distribution shall be determined as soon as
administratively feasible following the Plan Year in
which occurs the tenth (10th) anniversary of the
Participant’s Termination of Employment or Disability.
Actual distribution shall be made as soon as practicable
after such determination (but not later than the last
day of February following such Plan Year).
Notwithstanding the foregoing, if the value of the
Participant’s Account does not exceed Five Thousand
Dollars ($5,000) as of the Annual Valuation Date in the
Plan Year in which the Participant experienced a
Termination of Employment or Disability or any following
Plan Year, the Participant’s Account shall be paid in a
lump sum as soon as practicable after such determination
(but not later than the last day of the February
following such Plan Year).






	(ii)	 	Accelerated Payment. A Participant
who has experienced a Termination of Employment or
Disability and for whom the delayed lump sum
distribution option is in effect may elect through a
voice response system (or other written or electronic
means)




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	 	 	approved by the Committee to receive a lump sum
distribution of the Account before the tenth (10th)
anniversary of the Participant’s Termination of
Employment or Disability; provided, however, that the
Account balance will be reduced by a penalty of 10%,
and the Participant will receive 90% of the Account
balance. The penalty of 10% of the Account balance
will be forfeited to the Employers to be used as the
Committee determines in its discretion. The amount of
such distribution shall be determined as soon as
administratively feasible following the receipt of the
request by the Committee and shall be actually paid to
the Participant as soon as practicable after such
determination.




12. CLARIFICATION REGARDING PRE-SELECTED DISTRIBUTIONS. Effective for all
pre-selected distributions made on or after August 1, 2002, Section 9.8.1(f) of
the Plan Statement is amended to read in full as follows:





	(f)	 	The distribution amount shall be determined as soon as
administratively feasible on or after the pre-selected distribution
date and shall be actually paid as soon as practicable after such
determination.




13. CLARIFICATION REGARDING ON DEMAND IN-SERVICE DISTRIBUTIONS. Effective for
all on demand in-service distributions made on or after August 1, 2002, Section
9.8.2(b) of the Plan Statement is amended to read in full as follows:





	(b)	 	Distribution Amount. The amount of such distribution shall
be determined as soon as administratively feasible following the
receipt of the request by the Committee or its designee and shall
be actually paid to the Participant as soon as practicable after
such determination.




14. CLARIFICATION REGARDING IN-SERVICE DISTRIBUTIONS FOR FINANCIAL HARDSHIP.
Effective for all in-service distributions for financial hardship made on or
after August 1, 2002, Section 9.8.3(c) of the Plan Statement is amended to read
in full as follows:





	(c)	 	Distribution Amount. The amount of such distribution shall
be determined as soon as administratively feasible as of a
Valuation Date on or after approval of the request by the Committee
or its designee and shall be actually paid as soon as practicable
after such approval.




15. CLARIFICATION REGARDING COMMITTEE. Effective as of May 15, 2002, Section
13.4 of the Plan Statement is amended by adding the following new paragraph at
the end thereof:



Prior to May 15, 2002, the Committee consisted of such members as were
determined and appointed from time to time by the Chief Executive Officer of
the Principal Sponsor and they




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served at the pleasure of the Chief Executive Officer. Effective May 15, 2002,
the Committee was dissolved. Effective May 15, 2002, the Principal Sponsor
delegated all duties, authority and responsibilities assigned to the Committee
under this Plan Statement to the Senior Vice President, Human Capital of the
Principal Sponsor. Any references to “Committee” in this Plan Statement on or
after May 15, 2002, shall mean the Senior Vice President, Human Capital of the
Principal Sponsor.



16. SCHEDULE II. Effective August 1, 2002, Schedule II to the Plan Statement
is amended by substituting therefor the Schedule II attached to this amendment.




II. Design Changes Effective in 2003



17. ELIGIBLE GRADE LEVEL. Effective January 1, 2003, Section 1.2.11 of the
Plan Statement is amended to read in full as follows:




     
1.2.11. Eligible Grade Level —




	(a)	 	On or After January 1, 2003. For Plan Years commencing on
or after January 1, 2003, for regular full-time or part-time
employees: the Executive Leadership Team; Salary Grades 31 and 32
(but only if base salary is equal to or exceeds any specific
compensation criteria established by the Committee); Medical
Director Grades M2, M3 and M4 (but only if base salary is equal to
or exceeds any specific compensation criteria established by the
Committee); and Sales Band SSL (but only if base salary is equal to
or exceeds any specific compensation criteria established by the
Committee).






	(b)	 	On or After January 1, 2000 and Prior to January 1, 2003.
For Plan Years commencing on or after January 1, 2000 and prior to
January 1, 2003, for regular full-time or part-time employees: the
Executive Leadership Team; Salary Grades 31 and 32 (but only if
base salary is equal to or exceeds any specific compensation
criteria established by the Committee); and Medical Director Grades
M2, M3 and M4 (but only if base salary is equal to or exceeds any
specific compensation criteria established by the Committee).






	(c)	 	Prior to January 1, 2000. For Plan Years commencing prior
to January 1, 2000, for regular full-time employees: the Executive
Leadership Team or executive career band; Salary Grades 31 and 32
(but only if base salary is equal to or exceeds any specific
compensation criteria established by the Committee); Medical
Director Grades M2, M3 and M4; and Clinical Medical Staff Grades
CD-2, CD-3, CM-2 and CM-3.






	(d)	 	Authority to Make Changes. Notwithstanding the foregoing,
the Committee may from time to time in its discretion modify the
applicable




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	 	 	eligible grade levels, the compensation criteria and the
full-time and part-time criteria.




18. CHANGE IN ELIGIBILITY PROVISIONS. Effective January 1, 2003, Section 2 of
the Plan Statement is amended to read in full as follows:




SECTION 2




ELIGIBILITY TO PARTICIPATE



2.1. General Eligibility Rule.





	(a)	 	For 2003 and Later. Effective January 1, 2003, an employee
of an Employer who is in an Eligible Grade Level during a Plan Year
and who is selected for participation (as described in Section 2.2)
by the Committee (or, for a Section 16 Officer, by the Board of
Directors) shall be eligible to become a Participant as soon as
administratively feasible following such selection (unless the
Committee or the Board of Directors designates a different date).






	(b)	 	Prior to 2003. Prior to January 1, 2003, an employee of an
Employer who is in an Eligible Grade Level during a Plan Year but
who is not a member of the Executive Leadership Team and who is
selected for participation (as described in Section 2.2) shall be
eligible to become a Participant as of the first day of the Plan
Year following the Plan Year in which such selection occurs (unless
the Committee or the Board of Directors designates a different
date). Prior to January 1, 2003, an employee of an Employer who is
a member of the Executive Leadership Team or a comparable successor
group and who is selected (as described in Section 2.2 below) for
participation by the Committee (or, for a Section 16 Officer, by
the Board of Directors) shall be eligible to become a Participant
as soon as administratively feasible following such selection
(unless the Committee or the Board of Directors designates a
different date).




2.2. Selection for Participation in the Plan. Only employees who are selected
for participation in this Plan by the Committee (or, for a Section 16 Officer,
by the Board of Directors) shall be eligible to become a Participant in this
Plan. The Committee shall not select any employee for participation unless the
Committee determines that such employee is a member of a select group of
management or highly compensated employees (as that expression is used in
ERISA). The Committee may determine that a Participant is not eligible for
automatic deferral or matching credits under the Automatic Restoration Option
in Section 3 for any Plan Year at any time before such deferrals or credits
have actually been made. The Committee also may at




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any time determine that a Participant is no longer eligible to make voluntary
deferrals under Section 4.



19. CLARIFICATION REGARDING CHANGE IN IRS LIMITS. Effective January 1, 2003,
the last sentence of Section 3.1 of the Plan Statement is amended to read in
full as follows:



For purposes of this Section 3.1, an IRS Limit means either (a) the annual
compensation limit under section 401(a)(17) of the Code (which is $200,000 for
2002 and 2003) or any comparable successor provision, or (b) the annual
deferral limit under section 402(g) of the Code (which is $11,000 for 2002, and
$12,000 for 2003) or any comparable successor provision.



20. CHANGE IN ELIGIBILITY PROVISIONS. Effective January 1, 2003, Section 3.2
of the Plan Statement is amended to read in full as follows:



3.2. Voluntary Enrollment if Over 402(g) Limit at Hire. If an employee who is
in an Eligible Grade Level: (a) is selected for participation in this Plan
after the first day of a Plan Year; and (b) has reached the annual deferral
limit under section 402(g) of the Code under another qualified plan before
becoming an UnitedHealth Group employee, such employee shall be eligible to
participate in the Automatic Restoration Option and shall be eligible to elect,
through a voice response system (or other written or electronic means) approved
by the Committee, to defer between 1% and 50% of the employee’s recognized
compensation (as defined under the 401(k) Plan) for the remainder of the Plan
Year. Prior to January 1, 2003, the only employees who were eligible to
participate in the Automatic Restoration Option pursuant to this Section 3.2
were employees who were members of the Executive Leadership Team.



21. OPT-OUT OF AUTOMATIC RESTORATION OPTION. Effective as of January 1, 2003,
Section 3.3 of the Plan Statement is amended to read in full as follows:



3.3. Election Out. Notwithstanding Section 3.1, eligible employees and
Participants can elect, through a voice response system (or other written or
electronic means) approved by the Committee, to waive participation in the
Automatic Restoration Option for a given Plan Year. Any such waiver shall be
made in accordance with the procedures established by the Committee from time
to time and must be received by the Committee or its designee by the deadline
designated by the Committee for such Plan Year. A waiver of participation
shall apply to such Plan Year. A new waiver must be filed for each Plan Year.



22. CLARIFICATION REGARDING SUSPENSION OF PAYMENTS UPON REEMPLOYMENT.
Effective for all payments due on or after January 1, 2003, Section 9.1 of the
Plan Statement is amended by adding thereto the following new Section 9.1.4
which shall read in full as follows:




     9.1.4. Effect of Reemployment. If a Participant is reemployed by the
Employer or an Affiliate after Termination of Employment and after distribution
has commenced pursuant Section 9.1.1 (or after distribution has been scheduled
to be made but before actual distribution



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has been made), further distributions shall be suspended during the period of reemployment. Distribution of the Participant’s Account shall resume
following the Participant’s subsequent Termination of Employment or Disability.
Unless the Participant has elected to change the Participant’s form of
distribution and such election was received by the Committee at least twelve
(12) months prior to the Participant’s subsequent Termination of Employment or
Disability, distribution of the Participant’s Account shall resume in the same
form (and in the same number of installments, if applicable) as was in effect
immediately prior to the suspension.



23. EXCEPTION FOR SMALL AMOUNTS. Effective for all payments made on or after
January 1, 2004, Section 9.2(b) of the Plan Statement is amended by adding
thereto the following new subparagraph (iii):





	(iii)	 	Exception for Small Amounts.
Notwithstanding the foregoing provisions of this Section
9.2, if the value of the Participant’s Account as of the
Valuation Date as of which an installment payment is to
be determined does not exceed Five Thousand Dollars
($5,000), the Participant’s entire Account shall be paid
in the form of a lump sum as soon as practicable after
such Valuation Date.




24. CLARIFICATION REGARDING ELECTION TO CHANGE PRE-SELECTED FORM OF
DISTRIBUTION. Effective for Plan Years beginning on or after January 1, 2003,
Section 9.3.3 of the Plan Statement is amended to read in full as follows




     9.3.3. Periodic Re-Election. Through a voice response system (or other
written or electronic means) approved by the Committee, initial and default
distribution elections may be changed by the Participant from time to time.
Each such subsequent distribution election shall supercede all prior
distribution elections and shall be effective as to the Participant’s entire
Account (including the portions of the Account attributable to periods before
the new distribution election is filed), as if the new distribution election
had been made at the time of the Participant’s initial enrollment.
Notwithstanding the foregoing, any new distribution election shall be
disregarded as if it had never been filed (and the prior effective distribution
election shall be given effect) unless the distribution election:




	(a)	 	is filed by a Participant while employed by the Employer or
an Affiliate,






	(b)	 	is filed with the Committee at least twelve (12) months
before the Participant’s scheduled distribution date following the
Participant’s Termination of Employment, Disability or death, and






	(b)	 	is filed at least twelve (12) months after the initial
election (or, if one or more prior changes has been filed, at least
twelve (12) months after the latest of such changes was filed).




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No spouse, former spouse, Beneficiary or other person shall have any right to
participate in the Participant’s decision to revise distribution elections.



25. PRE-SELECTED
DISTRIBUTIONS - MINIMUM DISTRIBUTION AMOUNT. Effective for
all pre-selected distributions made on or after June 1, 2003, Section 9.8.1(c)
of the Plan Statement is amended to read in full as follows:





	(c)	 	Only one such in-service distribution will be made in any
Plan Year. The minimum amount of such in-service distribution is
One Thousand Dollars ($1,000).




26. ON DEMAND IN-SERVICE DISTRIBUTIONS – MINIMUM DISTRIBUTION AMOUNT.
Effective for all on demand in-service distributions made on or after June 1,
2003, Section 9.8.2(b) of the Plan Statement is amended to read in full as
follows:





	(b)	 	Distribution Amount. The minimum amount of such
distribution is One Thousand Dollars ($1,000). The amount of such
distribution shall be determined as soon as administratively
feasible following the receipt of the request by the Committee or
its designee and shall be actually paid to the Participant as soon
as practicable after such determination.




27. ON DEMAND IN-SERVICE DISTRIBUTIONS – SUSPENSION RULE. Effective for all on
demand in-service distributions made on or after June 1, 2003, Section 9.8.2(c)
of the Plan Statement is amended to read in full as follows:





	(c)	 	Suspension Rule. If a Participant receives such a
distribution, the Participant’s deferrals under Sections 3 and 4
(or, as applicable, under Sections 3 and 4 of the UnitedHealth
Group Executive Savings Plan (2004 Statement)) will cease as soon
as administratively practicable following the date such
distribution is made. The Participant may not again elect to defer
compensation under this Plan until the enrollment period for the
Plan Year that begins at least six (6) months after such
distribution.




28. IN-SERVICE DISTRIBUTIONS FOR FINANCIAL HARDSHIP – MINIMUM DISTRIBUTION
AMOUNT. Effective for all in-service distributions for financial hardship made
on or after June 1, 2003, Section 9.8.3(c) of the Plan Statement is amended to
read in full as follows:





	(c)	 	Distribution Amount. The minimum amount of such
distribution is One Thousand Dollars ($1,000). The amount of such
distribution shall be determined as soon as administratively
feasible on or after approval of the request by the Committee or
its designee and shall be actually paid as soon as practicable
after such approval.




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29. IN-SERVICE DISTRIBUTIONS FOR FINANCIAL HARDSHIP – SUSPENSION RULE.
Effective for all in-service distributions for financial hardship made on or
after June 1, 2003, Section 9.8.3(d) of the Plan Statement is amended to read
in full as follows:





	(c)	 	Suspension Rule. If a Participant receives such a
distribution due to Financial Hardship, the Participant’s deferrals
under Sections 3 and 4 (or, as applicable, under Sections 3 and 4
of the UnitedHealth Group Executive Savings Plan (2004 Statement))
will cease as soon as administratively practicable following the
date such distribution is made. The Participant may not again
elect to defer compensation under this Plan until the enrollment
period for the Plan Year that begins at least six (6) months after
such distribution.





III. Design Changes Effective January 1, 2004



30. PLAN NAME CHANGE. Effective January 1, 2004, the title of the Plan
Statement is changed from the “UnitedHealth Group Executive Savings Plans (1998
Statement)” and to the “UnitedHealth Group Legacy Executive Savings Plan (1998
Statement).”



31. PLAN NAME CHANGE. Effective January 1, 2004, Section 1.2.16 of the Plan
Statement is amended to read in full as follows:




     1.2.16. Plans — the two nonqualified, unfunded, deferred compensation
programs maintained by the Employers for the benefit of Participants eligible
to participate therein, as set forth in this Plan Statement: (1) the Automatic
Restoration Option Plan (which is attributable to credits to Accounts described
in Section 3), and (2) the Incentive Deferral, Salary Deferral and Limited
Bonus Deferral Option Plan (which is attributable to credits to Accounts
described in Section 4). (As used herein, “Plans” does not refer to the
document pursuant to which the Plans are maintained. That document is referred
to herein as the “Plan Statement”.) Prior to January 1, 2004, the Plans taken
together shall be referred to as the “UnitedHealth Group Executive Savings
Plan.” Effective as of January 1, 2004, the Plans taken together shall be
referred to as the “UnitedHealth Group Legacy Executive Savings Plan.”


32. CHANGE IN NAME OF THE PLAN STATEMENT. Effective January 1, 2004, Section
1.2.17 of the Plan Statement is amended to read in full as follows:




     1.2.17. Plan Statement — effective January 1, 2004, this document entitled
“UnitedHealth Group Legacy Executive Savings Plan (1998 Statement),” as the
same may be amended from time to time. Prior to January 1, 2004, the document
entitled “UnitedHealth Group Executive Savings Plans (1998 Statement)“as
adopted by the Committee and generally effective as of January 1, 1998, as the
same may be amended from time to time thereafter.



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33. FREEZING PLAN PARTICIPATION. Effective January 1, 2004, Section 2.1 of the
Plan Statement is amended by adding thereto the following new subparagraph (c):





	(c)	 	On or After January 1, 2004. No employees shall be
selected for participation in this Plan (as described in Section
2.2) for any Plan Years beginning on or after January 1, 2004.




34. DISCONTINUANCE OF AUTOMATIC RESTORATION OPTION. Effective for Plan Years
beginning on or after January 1, 2004, Section 3.1 of the Plan Statement is
amended by adding the following sentence at the end thereof:



Notwithstanding anything to the contrary in the Plan Statement, no Participants
shall be automatically enrolled in the Automatic Restoration Option under this
Plan for any Plan Year beginning on or after January 1, 2004.



35. DISCONTINUANCE OF INCENTIVE DEFERRAL OPTION. Effective for Plan Years
beginning on or after January 1, 2004, Section 4.1.1 of the Plan Statement is
amended by adding the following sentence at the end thereof:



Notwithstanding anything to the contrary in the Plan Statement, no Participants
shall be permitted to elect to defer under this Plan any portion of the
Participant’s Incentive Award received during any Plan Year beginning on or
after January 1, 2004.



36. DISCONTINUANCE OF SALARY DEFERRAL OPTION. Effective for Plan Years
beginning on or after January 1, 2004, Section 4.2.1 of the Plan Statement is
amended by adding the following sentence at the end thereof:



Notwithstanding anything to the contrary in the Plan Statement, no Participants
shall be permitted to elect to defer under this Plan any portion of the
Participant’s base salary received during any Plan Year beginning on or after
January 1, 2004.



37. DISCONTINUANCE OF LIMITED BONUS DEFERRAL OPTION. Effective for Plan Years
beginning on or after January 1, 2004, Section 4.3.1 of the Plan Statement is
amended by adding the following sentence at the end thereof:



Notwithstanding anything to the contrary in the Plan Statement, no Participants
shall be permitted to defer under this Plan any bonuses received during any
Plan Year beginning on or after January 1, 2004.



38. SUPPLEMENTAL LONG TERM EXECUTIVE COMPENSATION DEFERRAL OPTION. Effective
for Plan Years beginning on or after January 1, 2004, Section 4.4.1 of the Plan
Statement is amended by adding the following sentence at the end thereof:



Notwithstanding anything to the contrary in the Plan Statement, no Participants
shall be permitted to defer under this Plan any SLTEC bonuses received during
any Plan Year beginning on or after January 1, 2004.




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39. EMPLOYER DISCRETIONARY SUPPLEMENTS. Effective for Plan Years beginning on
or after January 1, 2004, Section 4.5 of the Plan Statement is amended by
adding the following sentence at the end thereof:



Notwithstanding anything to the contrary in the Plan Statement, no Employer
discretionary supplements shall be credited to the Accounts of any Participants
under this Plan during any Plan Years beginning on or after January 1, 2004.



40. SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan
Statement shall continue in full force and effect.




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SCHEDULE II




MEASURING INVESTMENTS



A. Measuring Investments as of August 1, 2002. The following are the Measuring
Investments as of August 1, 2002:





	1.	 	American Funds EuroPacific A
	 
	2.	 	Dodge & Cox Income Fund
	 
	3.	 	Dodge & Cox Stock Fund
	 
	4.	 	PBHG Growth Fund (Note: Effective January 15, 2004, this
fund is closed)
	 
	5.	 	Rice Hall James Micro Cap Portfolio
	 
	6.	 	Vanguard Institutional Index Fund (Investor Shares)
	 
	7.	 	Vanguard MidCap Index Fund (Investor Shares)
	 
	8.	 	Vanguard Prime Money Market (Investor Shares)
	 
	9.	 	Wellington Management’s Stock Fund: Y
	 
	10.	 	Wellington Management: Hartford MidCap Fund: Y
	 
	11.	 	Wells Fargo Growth Balanced Fund (Institutional Class)
	 
	12.	 	Wells Fargo Stable Income (Institutional Class)
	 
	13.	 	Wells Fargo Strategic Growth Allocation Fund (Institutional Class)
	 
	14.	 	Wells Fargo Strategic Income Fund (Institutional Class)




B. Measuring Investments on or after November 10, 2000 and prior to August 1,
2002. The following are the Measuring Investments on or after November 10,
2000 and prior to August 1, 2002:





	1.	 	One-Choice Conservative — American Century Strategic
Allocation: Conservative Fund
	 
	2.	 	One-Choice Moderate — American Century Strategic
Allocation: Moderate Fund
	 
	3.	 	One-Choice Aggressive — American Century Strategic
Allocation: Aggressive Fund




 









 












	4.	 	Bond Index — Vanguard Total Bond Market Index Fund
	 
	5.	 	S & P 500 Index — First American Index Fund
	 
	6.	 	Wilshire 4500 Index — Vanguard Extended Market Index Fund
	 
	7.	 	Money Market — First American Prime Obligations Fund
	 
	8.	 	Stable Value — Wells Fargo Stable Income Fund
	 
	9.	 	Bond — Loomis Sayles Bond Fund
	 
	10.	 	Large-Cap — Dodge & Cox Stock Fund
	 
	11.	 	Large-Cap Growth — Alliance Premier Growth Fund
	 
	12.	 	Mid-Cap Value — Sound Shore Fund
	 
	13.	 	Mid-Cap Growth — Wanburg Pincus Emerging Growth Fund
	 
	14.	 	International Value — Templeton Foreign Fund
	 
	15.	 	International Growth — American Century International Growth Fund
	 
	16.	 	Small-Cap Value — Loomis Sayles Small-Cap Value Fund
	 
	17.	 	Small-Cap Growth — Loomis Sayles Small-Cap Growth Fund
	 
	18.	 	Mid-Cap Growth — PBHG Growth Fund (Note: Effective January
15, 2004, this fund is closed)




C. Default Rules. If a Participant does not designate which Measuring
Investments shall be used to determine the value of the Participant’s Account,
the value of the Participant’s Account will be determined using the following
Measuring Investments:





	(i)	 	On or After August 1, 2002. For all amounts credited to
the Participant’s Account as of August 1, 2002 and for all amounts
credited to the Participant’s Account on or after August 1, 2002,
the default Measuring Investment shall be the Wells Fargo Strategic
Income Fund.






	(ii)	 	On or After November 10, 2000 and Prior to August 1, 2002.
For all amounts credited to the Participant’s Account on or after
November 10, 2000, the default Measuring Investment shall be the
American Century Strategic Allocation Conservative Fund.






	(iii)	 	Prior to November 10, 2000. For all amounts credited to
the Participant’s Account prior to November 10, 2000, the default
Measuring Investment shall be the First American Prime Obligations
Fund.





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