exv10wxgy



 



Exhibit 10(g)


FIRST AMENDMENT

OF

UNITEDHEALTH GROUP

DIRECTORS’ COMPENSATION DEFERRAL PLAN

(2002 Statement)



     WHEREAS, UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation
(“UnitedHealth Group”), has heretofore established and maintains a
nonqualified, unfunded, deferred compensation plan (the “Plan”) for the benefit
of certain members of its Board of Directors; and


     WHEREAS, Said Plan is currently embodied in a document adopted on October
30, 2001, and entitled “UNITEDHEALTH GROUP DIRECTORS’ COMPENSATION DEFERRAL
PLAN (2002 Statement)” (the “Plan Statement); and


     WHEREAS, Pursuant to Sections 10.1 of the Plan Statement, the Compensation
and Human Resources Committee of the Board of Directors of UnitedHealth Group
(the “Compensation Committee”) has the general power to amend the Plan
Statement by a written instrument executed by UnitedHealth Group; and


     WHEREAS, UnitedHealth Group desires to amend the Plan Statement to provide
for the following: (i) pre-2004 and post-2003 deferrals will be accounted for
separately; (ii) post-2003 deferrals shall not be available for on-demand
distributions or accelerated distributions; (iii) beginning in 2004, a
participant may elect different distribution options for each year’s deferrals;
and (iv) the addition of new distribution option: a lump sum payment in the
year following the fifth anniversary of the participant’s last day of service
as a director.


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


1.     DEFINITION OF ACCOUNT. Effective January 1, 2004, Section 1.2.1 of the Plan
Statement is amended to read in full as follows:


     1.2.1. Account - the separate bookkeeping account established for each
Participant which represents the separate unfunded and unsecured general
obligation of UnitedHealth Group established with respect to each person who is
a Participant in this Plan in accordance with Section 2 and which are credited
to the dollar amounts specified in Sections 3 and 4 and from which are
subtracted payments made pursuant to Section 8. The following accounts will be
maintained under this Plan for Participants:



	 	(a)	 	Pre-2004 Account - the account maintained for each
Participant to which are credited the dollar amounts specified in
Sections 3 and 4 for Plan Years ending on or before December 31,
2003.
	 
	 	(b)	 	Post-2003 Account - the account maintained for each
Participant to which are credited the dollar amounts specified in
Sections 3 and 4 for



 






 







	 	 	 	Plan Years beginning after December 31, 2003. To the extent
necessary to accommodate and effect the distribution
elections made by Participants pursuant to Section 8.3 and
Section 8.9.2 for Plan Years beginning after December 31,
2003, separate bookkeeping sub-accounts shall be established
with respect to each of the several annual forms of
distribution elections and pre-selected in-service
distribution elections made by Participants.



2.     CLARIFICATION REGARDING ENROLLMENT IN DEFERRAL OPTIONS. Effective January
1, 2004, Section 3.1.1 of the Plan Statement is amended to read in full as
follows:


     3.1.1. 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 Board
Compensation for Board services for a Plan Year. The Committee may establish
prospectively other percentage limits. To be effective for a Plan Year, the
deferral election must be received by the Committee or its designee by the
enrollment deadline designated by the Committee. For a newly eligible
Participant, however, the deferral election must be received by the Committee
within 30 days after the first day of such eligibility, and, if so received,
deferral shall be effective as of the first day of the month following such
receipt with respect to the remainder of the Plan Year. 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.     MEASURING INVESTMENT. Effective as of August 1, 2002, the third sentence of
Section 4.1 of the Plan Statement is amended to read in full as follows:


The Measuring Investments as of August 1, 2002 are listed in Schedule I to the
Plan Statement.


4.     DISTRIBUTION OF POST-2003 ACCOUNTS. Effective for Plan Years beginning on
or after January 1, 2004, Section 8.2 of the Plan Statement is amended to read
in full as follows:


8.2. Form of Distribution. As determined under the rules of Section 8.4,
distribution of the Participant’s Post-2003 Account shall be made in one or
more of the following forms:



	 	(a)	 	Immediate Lump Sum. Distribution of the Participant’s
Post-2003 Account shall be made in a single lump sum. The amount
of such distribution shall be determined as soon as
administratively feasible as of a Valuation Date following the Plan
Year in which occurs the Participant’s Termination of Directorship
and shall be actually paid to the Participant as soon as
practicable after such determination (but not later than the last
day of the February following such Plan Year).
	 
	 	(b)	 	Installments. Distribution of the Participant’s Post-2003
Account shall be made in a series of five (5) or ten (10) annual
installments.



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(i)
	 	In General. The amount of the first
installment will be determined as soon as
administratively feasible following the Plan Year in
which occurs the Participant’s Termination of
Directorship 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 Participant’s Post-2003 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).
	 	 	 	 	 
	 	 	
(ii)
	 	Exception for Small Amounts.
Notwithstanding the foregoing provisions of this Section
8.2(b), if the value of the Participant’s Post-2003
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
Post-2003 Account shall be paid in the form of a lump
sum as soon as administratively practicable after such
Valuation Date. For this purpose, the value of the
Post-2003 Account shall be determined after reduction
for any lump sum or other payment that is also payable
to such Participant as of such Valuation Date.




	 	(c)	 	Five (5) Year Delay, Then Lump Sum. Distribution of the
Participant’s Post-2003 Account shall be made in a single lump sum
payment following the fifth (5th) anniversary of the Participant’s
Termination of Directorship. The amount of such distribution shall
be determined as soon as administratively feasible as of a
Valuation Date following the calendar year in which occurs the
fifth (5th) anniversary of the Participant’s Termination of
Directorship. Actual distribution shall be made as soon as
administratively practicable after such determination.
Notwithstanding the foregoing, if the value of the Participant’s
Post-2003 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 Post-2003 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).
	 
	 	(d)	 	Ten (10) Year Delay, Then Lump Sum. Distribution of the
Participant’s Post-2003 Account shall be made in a single lump sum
payment following the tenth (10th) anniversary of the Participant’s
Termination of Directorship. The amount of such distribution shall
be determined as soon



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	 	 	 	as administratively feasible as of a Valuation Date following
the calendar year in which occurs the tenth (10th)
anniversary of the Participant’s Termination of Directorship.
Actual distribution shall be made as soon as
administratively practicable after such determination.
Notwithstanding the foregoing, if the value of the
Participant’s Post-2003 Account does not exceed Five Thousand
Dollars ($5,000) as of the Annual Valuation Date in any Plan
Year in which the Participant experienced a Termination of
Employment or Disability or any following Plan Year, the
Participant’s Post-2003 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).



5.     DISTRIBUTION OF PRE-2004 ACCOUNTS. Effective for Plan Years beginning on or
after January 1, 2004, Section 8 of the Plan Statement is amended by adding
thereto the following new Section 8.3 and all subsequent sections (and cross
references thereto) shall be renumbered accordingly.


8.3. Form of Distribution for Pre-2004 Account. As determined under the rules
of Section 8.4, distribution of the Participant’s Pre-2004 Account shall be
made in one of the following forms:



	 	(a)	 	Immediate Lump Sum. Distribution of the Participant’s
Pre-2004 Account shall be made in a single lump sum. The amount of
such distribution shall be determined as soon as administratively
feasible as of a Valuation Date following the Plan Year in which
occurs the Participant’s Termination of Directorship and shall be
actually paid to the Participant as soon as practicable after such
determination (but not later than the last day of the February
following such Plan Year).
	 
	 	(b)	 	Installments. Distribution of the Participant’s Pre-2004
Account shall be made in a series of five (5) or ten (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 occurs the Participant’s Termination of
Directorship 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 Participant’s Pre-2004 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



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	 	 	 	 	(but not later than the last day of the February
following such Plan Year).
	 	 	 	 	 
	 	 	
(ii)
	 	Accelerated Payment. A Participant
who has the installment option may, after Termination of
Directorship, 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 Participant’s Pre-2004
Account (but not part thereof) for any reason; provided,
however, that the Pre-2004 Account balance will be
reduced by a penalty of ten percent (10%), and the
Participant will receive ninety percent (90%) of the
Pre-2004 Account balance. The penalty of ten percent
(10%) of the Pre-2004 Account balance will be forfeited
to UnitedHealth Group 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.
	 	 	 	 	 
	 	 	
(iii)
	 	Exception for Small Amounts.
Notwithstanding the foregoing provisions of this Section
8.3(b), if the value of the Participant’s Pre-2004
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
Pre-2004 Account shall be paid in the form of a lump sum
as soon as administratively practicable after such
Valuation Date.




	 	(c)	 	Delayed Lump Sum. Distribution of the Participant’s
Pre-2004 Account shall be made in a single lump sum following the
tenth (10) anniversary of the Participant’s Termination of
Directorship, subject to the following rules:




	 	 	 	 	 
	 	 	
(i)
	 	General Rule. The amount of such
distribution shall be determined as soon as
administratively feasible as of a Valuation Date
following the Plan Year in which occurs the tenth (10th)
anniversary of the Participant’s Termination of
Directorship. 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 Pre-2004 Account does not exceed Five
Thousand Dollars ($5,000) as of the Annual Valuation
Date in any year following the Plan Year in which the
Participant experienced a Termination of Employment or
Disability or any following Plan Year, the Participant’s
Pre-2004 Account shall be paid in a lump



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	 	 	 	 	sum as soon as practicable after such determination
(but not later than the last day of the February
following such Plan Year).
	 	 	 	 	 
	 	 	
(ii)
	 	Immediate Accelerated Payment. A
Participant who has experienced a Termination of
Directorship 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) approved by the Committee to receive a lump sum
distribution of the Participant’s Pre-2004 Account
before the tenth (10th) anniversary of the Participant’s
Termination of Directorship; provided, however, that the
Pre-2004 Account balance will be reduced by a penalty of
ten percent (10%), and the Participant will receive
ninety percent (90%) of the Pre-2004 Account balance.
The penalty of ten percent (10%) of the Pre-2004 Account
balance will be forfeited to UnitedHealth Group 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.
	 	 	 	 	 
	 	 	
(iii)
	 	Delayed Accelerated Payment. A
Participant who has elected the delay lump sum
distribution option may, after Termination of
Directorship, make a one-time election through a voice
response system (or other written or election means),
approved by the Committee to receive either a lump sum
distribution of the Participant’s Pre-2004 Account
before the tenth (10th) anniversary of the Participant’s
Termination of Directorship, or five (5) annual
installments, subject to the following rules:




	 	 	 	 	 
	 	 	
(A)
	 	Any election to receive a
lump sum payment before the tenth (10) anniversary
of the Participant’s Termination of Directorship
must be received by the Committee no later than
the December 31 of the calendar year in which
occurs the eighth (8th) anniversary of the
Participant’s Termination of Directorship.
	 	 	 	 	 
	 	 	
(B)
	 	Any election to receive
five (5) annual installments must be received by
the Committee no later than the December 31 of the
calendar year in which occurs the fourth (4th)
anniversary of the Participant’s Termination of
Directorship.
	 	 	 	 	 
	 	 	
(C)
	 	Any election to receive
either a lump sum distribution of the
Participant’s Pre-2004 Account before the tenth
(10th)



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	 	 	 	 	anniversary of the Participant’s Termination of
Directorship or five (5) annual installments
shall not be effective until twelve (12) months
after it is received by the Committee (if the
Participant dies before the end of such 12-month
period, such election shall not be effective).



6.     ELECTION OF FORM OF DISTRIBUTION BY PARTICIPANT. Effective for Plan Years
beginning on or after January 1, 2004, Section 8.4 (formerly Section 8.3) of
the Plan Statement is amended to read in full as follows:


8.4. Election of Form of Distribution by Participant.


     8.4.1. Initial Enrollment. Through a voice response system (or other
written or electronic means) approved by the Committee, each Participant shall
elect a form of distribution at the time of initial enrollment in the Plan,
subject to the following:



	 	(a)	 	Forms of Distribution For Pre-2004 Accounts. If an
individual was first eligible to become a Participant in the Plan
prior to December 31, 2003, such Participant elected at the time of
initial enrollment in the Plan whether to receive distribution of
the Participant’s Pre-2004 Account (as described in Section 8.3) in
either: (i) an immediate lump sum, (ii) five (5) or ten (10) annual
installments, or (iii) a delayed lump sum following the tenth
(10th) anniversary of the Participant’s Termination of
Directorship. An initial distribution election made by a
Participant for any Plan Year beginning prior to December 31, 2003,
shall remain in effect with respect to the Participant’s Pre-2004
Account for all subsequent Plan Years unless the Participant elects
to change the form of distribution pursuant to the provisions of
Section 8.4.4. An initial distribution election made by a
Participant for any Plan Year beginning prior to December 31, 2003,
shall remain in effect with respect to the Participant’s Post-2003
Account for all Plan Years beginning on or after January 1, 2004,
unless, prior to a subsequent Plan Year, the Participant files a
new distribution election for the Participant’s Post-2003 Account
with the Committee in accordance with the provisions of Section
8.4.3.
	 
	 	(b)	 	Forms of Distribution For Post-2003 Account. If an
individual is first eligible to become a Participant in this Plan
after December 31, 2003, such Participant shall elect at the time
of initial enrollment in the Plan whether distribution of the
Participant’s Post-2003 Account shall be made (as described in
Section 8.2) in either: (i) an immediate lump sum, (ii) five (5) or
ten (10) annual installments, or (iii) a delayed lump sum following
the fifth (5th) or tenth (10th) anniversary of the Participant’s
Termination of Directorship. Such distribution election shall
remain in effect with respect to the Participant’s Post-2003
Account for all subsequent Plan Years unless, prior to a subsequent
Plan Year, the Participant files a new



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	 	 	 	distribution election for the Participant’s Post-2003 Account
with the Committee in accordance with the provisions of
Section 8.4.3.



     8.4.2. Default Election of Form of Distribution. If a Participant fails
to elect a form of distribution, such Participant shall be deemed to have
elected that distribution be made in an immediate lump sum as described in
Section 8.2(a) or Section 8.3(a).


     8.4.3. Separate Distributions Elections Permitted Each Plan Year for
Post-2003 Account. Any initial or default distribution election made by a
Participant with respect to the Participant’s Post-2003 Account shall remain in
effect with respect to the Participant’s Post-2003 Account for all subsequent
Plan Years unless, prior to a subsequent Plan Year, the Participant files a new
distribution election for the Participant’s Post-2003 Account electing a
different form of distribution for that portion of the Participant’s Post-2003
Account attributable to deferrals for such subsequent Plan Year (and any
investment gains or losses on such deferrals). Through a voice response system
(or other written or electronic means) approved by the Committee, a Participant
may elect a different form of distribution for that portion of the
Participant’s Post-2003 Account attributable to deferrals for a subsequent Plan
Year (and any investment gains or losses on such deferrals). To be effective
for deferrals for a Plan Year, the new distribution election must be received
by the Committee or its designee by the deadline designated by the Committee.
If a Participant files a new distribution election with respect to the
Participant’s Post-2003 Account with the Committee pursuant to this Section
8.4.3, such distribution election shall remain in effect for all subsequent
Plan Years unless, prior to a subsequent Plan Year, the Participant files with
the Committee another distribution election for the Participant’s Post-2003
Account electing a different form of distribution for that portion of the
Participant’s Post-2003 Account attributable to deferrals for such subsequent
Plan Year (and any investment gains or losses in such deferrals).


     8.4.4. 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,
subject to the following:



	 	(a)	 	For Pre-2004 Accounts. Each subsequent distribution
election filed with respect to the Participant’s Pre-2004 Account
shall supercede all prior distribution elections filed with respect
to the Participant’s Pre-2004 Account and shall be effective as to
the Participant’s entire Pre-2004 Account as if the new
distribution election had been made at the time of the
Participant’s initial enrollment.
	 	 	 	 
	 	(b)	 	For Post-2003 Accounts. Each subsequent distribution
election filed with respect to the Participant’s Post-2003 Account
shall supersede all prior distribution elections filed with respect
to such specified portion of the Participant’s Post-2003 and shall
be effective as to the specified portion of the Participant’s
Post-2003 Account. If, however, the subsequent distribution
election does not have the effect of delaying payment of the lump
sum (or, in the case of installments, of each installment) under
the



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	 	 	 	prior election for at least five (5) years, such distribution
election shall be disregarded as if it had never been filed
(and the prior effective distribution election shall be given
effect).
	 	 	 	 
	 	(c)	 	In General. 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:




	 	 	 	 	 
	 	 	
(i)
	 	is filed by a Participant who is
still performing Board services,
	 	 	 	 	 
	 	 	
(ii)
	 	is filed with the Committee at least
twelve (12) months before the Participant’s scheduled
distribution date following the Participant’s
Termination of Directorship, and
	 	 	 	 	 
	 	 	
(iii)
	 	is filed at least twelve (12) months
after the initial distribution election for the
Participant’s Pre-2004 Account (or, if one or more prior
changes has been filed, within twelve (12) months after
the latest of such changes was filed), or is filed at
least twelve (12) months after the initial distribution
election for the specified portion of the Participant’s
Post-2003 Account (or, if one or more prior changes has
been filed, within twelve (12) months after the latest
of such changes was filed).
	 	 	 	 	 
	 	 	No spouse, former spouse, Beneficiary or other person shall
have any right to participate in the Participant’s decision
to revise distribution elections.



7.     IN-SERVICE DISTRIBUTIONS. Effective for all in-service distributions
payable on or after January 1, 2004, Section 8.9 (formerly Section 8.8) of the
Plan Statement is amended to read in full as follows:


8.9. In Service Distributions.



     8.9.1. Pre-Selected In-Service Distributions From Pre-2004 Account. Each
Participant who initially enrolled in the Plan prior to January 1, 2004, had a
one-time opportunity, when initially enrolling in the Plan, to elect one (1) or
more pre-selected in-service distribution dates for all or a portion of the
Participant’s Pre-2004 Account, subject to the following rules:



	 	(a)	 	Such election shall be made through a voice response system
(or other written or electronic means) approved by the Committee.
	 
	 	(b)	 	No such distribution will be made from the Participant’s
Pre-2004 before the January 1 of the calendar year that follows the
third full Plan Year after the Participant first enrolled in the
Plan.



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	 	(c)	 	Only one such in-service distribution from the
Participant’s Pre-2004 Account will be made in any Plan Year.
	 
	 	(d)	 	The minimum amount of such in-service distribution from the
Participant’s Pre-2004 Account is One Thousand Dollars ($1,000).
	 
	 	(e)	 	Through a voice response system (or other written or
electronic means) approved by the Committee, the Participant may
request to postpone any pre-selected in-service distribution date.
A pre-selected in-service distribution date may be postponed only
once. The Participant must file the extension request with the
Committee at least twelve (12) months before the scheduled date of
distribution.
	 
	 	(f)	 	Through a voice response system (or other written or
electronic means) approved by the Committee, the Participant may
request that a pre-selected in-service distribution date be
cancelled (whether or not previously extended). The Participant
must file the cancellation request with the Committee at least
twelve (12) months before the scheduled date of distribution.
	 
	 	(g)	 	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.
	 
	 	(h)	 	If the Participant dies or experiences a Termination of
Directorship before the scheduled pre-selected in-service
distribution date, no distribution shall be made on such date.



     8.9.2. Pre-Selected In-Service Distributions From Post-2003 Account. Each
Participant has the opportunity, when enrolling in the Plan for each Plan Year
beginning on or after January 1, 2004, to elect one (1) or more pre-selected
in-service distribution dates for all or a portion of the Participant’s
Post-2003 Account attributable to deferrals for such Plan Year (and any
investment gains or losses on such deferrals), subject to the following rules:



	 	(a)	 	Such election shall be made through a voice response system
(or other written or electronic means) approved by the Committee.
	 
	 	(b)	 	No such distribution will be made before the January 1 of
the calendar year that follows the third full Plan Year after the
Participant was first eligible to elect a pre-selected in-service
distribution from that portion of the Participant’s Post-2003
Account attributable to deferrals for such Plan Year and any
subsequent investment gains or losses on such deferrals (e.g., the
earliest pre-selected in-service distribution date for any
deferrals made in 2004 is January 1, 2007).



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	 	(c)	 	A Participant may receive more than one (1) pre-selected
in-service distribution from the Participant’s Post-2003 Account in
any Plan Year but only if each distribution is attributable to
deferrals for different Plan Years. Only one (1) pre-selected
in-service distribution may be made in any Plan Year from that
portion of the Participant’s Post-2003 Account attributable to
deferrals for the same Plan Year.
	 
	 	(d)	 	The Participant who elects a pre-selected in-service
distribution date and subsequently experiences a Termination of
Directorship will receive such in-service distribution, if the
in-service distribution date is prior to the distribution of the
Participant’s total Post-2003 Account.
	 
	 	(e)	 	The minimum amount of any pre-selected in-service
distribution from the Participant’s Post-2003 Account is One
Thousand Dollars ($1,000).
	 
	 	(f)	 	Through a voice response system (or other written or
electronic means) approved by the Committee, the Participant may
request to postpone any pre-selected in-service distribution date
for five (5) years. A pre-selected in-service distribution may be
postponed only once. The Participant must file the extension
request with the Committee at least twelve (12) months before the
scheduled date of distribution.
	 
	 	(g)	 	A Participant may not cancel any pre-selected in-service
distribution from the Participant’s Post-2003 Account.
	 
	 	(h)	 	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.



     8.9.3. On Demand In-Service Distributions.



	 	(a)	 	Election. Through a voice response (or other written or
electronic means) approved by the Committee, a Participant may
elect to receive all or a portion of such Participant’s Pre-2004
Account prior to Termination of Directorship for any reason;
provided, however, that the requested distribution amount will be
reduced by a penalty equal to ten percent (10%) of the requested
amount, and the Participant will receive ninety percent (90%) of
the requested amount. The penalty of ten percent (10%) of the
requested amount will be forfeited to UnitedHealth Group to be used
as the Committee determines in its discretion. A Participant may
not elect to receive an on demand in-service distribution of any
portion of the Participant’s Post-2003 Account.
	 
	 	(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 as of a Valuation Date



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	 	 	 	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.
	 
	 	(c)	 	Suspension Rule. If a Participant receives such a
distribution, the Participant’s deferrals under Section 3 shall
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 for the
Plan Year that begins at least six (6) months after such
distribution.



     8.9.4. In-Service Distribution for Financial Hardship.



	 	(a)	 	Election. A Participant may elect in writing to receive
all or part of the Participant’s Account prior to Termination of
Directorship to alleviate a Financial Hardship. A Beneficiary of a
deceased Participant may also request an early distribution for
Financial Hardship.
	 
	 	(b)	 	Financial Hardship Defined. For purposes of this Plan,
“Financial Hardship” means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent (as defined in section
152(a) of the Code), loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable
emergency circumstances arising as a result of events beyond the
control of the Participant. If a hardship is or may be relieved
either (i) through reimbursement or compensation by insurance or
otherwise, (ii) by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe
financial hardship), or (iii) by cessation of deferrals under this
Plan (at the earliest possible date otherwise permitted under this
Plan) or any 401(k) plan, then the hardship shall not constitute a
Financial Hardship for purposes of this Plan. If a Beneficiary of
a deceased Participant requests an early distribution for Financial
Hardship, then the references in this definition to “Participant”
shall be deemed to be references to such Beneficiary.
	 
	 	(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.
	 
	 	(d)	 	Suspension Rule. If a Participant receives a distribution
due to Financial Hardship, the Participant’s deferrals under
Section 3 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



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	 	 	 	until the enrollment period for the Plan Year that begins at
least six (6) months after such distribution.



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


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



	 	 	 	 	 	 	 	 	 
	
Dated:
	 	, 2004.
	 	 	 	UNITEDHEALTH GROUP INCORPORATED	 	 
	 	

	 	 	 	 	By:	 	 
	 	 	 	 	 	 	
	 



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SCHEDULE I



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 prior to August 1, 2002. The following are the
Measuring Investments 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



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	 	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 on or after August 1, 2002, the default
Measuring Investment shall be the Wells Fargo Strategic Income
Fund.
	 
	 	(ii)	 	Prior to August 1, 2002. For all amounts credited to the
Participant’s Account prior to August 1, 2002, the default
Measuring Investment shall be the American Century Strategic
Allocation Conservative Fund.



SI-2