exv10wxey



 





Exhibit 10(e)




UNITEDHEALTH GROUP

EXECUTIVE SAVINGS PLAN

(2004 Statement)




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
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	SECTION 1.	 	INTRODUCTION AND DEFINITIONS	 	 	1	 
	 	 	 	1.1.	 	 	Statement of Plan	 	 	 	 
	 	 	 	1.2.	 	 	Definitions	 	 	 	 
	

	 	 	 	 	 	 	1.2.1.  	 	 	Account	 	 	 	 
	

	 	 	 	 	 	 	1.2.2.  	 	 	Affiliate	 	 	 	 
	

	 	 	 	 	 	 	1.2.3.  	 	 	Annual Valuation Date	 	 	 	 
	

	 	 	 	 	 	 	1.2.4.  	 	 	Beneficiary	 	 	 	 
	

	 	 	 	 	 	 	1.2.5.  	 	 	Board of Directors or Board	 	 	 	 
	

	 	 	 	 	 	 	1.2.6.  	 	 	CEO	 	 	 	 
	

	 	 	 	 	 	 	1.2.7.  	 	 	Code	 	 	 	 
	

	 	 	 	 	 	 	1.2.8.  	 	 	Disability	 	 	 	 
	

	 	 	 	 	 	 	1.2.9.  	 	 	Effective Date	 	 	 	 
	

	 	 	 	 	 	 	1.2.10.	 	 	Eligible Grade Level	 	 	 	 
	

	 	 	 	 	 	 	1.2.11.	 	 	Employers	 	 	 	 
	

	 	 	 	 	 	 	1.2.12.	 	 	ERISA	 	 	 	 
	

	 	 	 	 	 	 	1.2.13.	 	 	Incentive Award	 	 	 	 
	

	 	 	 	 	 	 	1.2.14.	 	 	Participant	 	 	 	 
	

	 	 	 	 	 	 	1.2.15.	 	 	Performance Award	 	 	 	 
	

	 	 	 	 	 	 	1.2.16.	 	 	Plan	 	 	 	 
	

	 	 	 	 	 	 	1.2.17.	 	 	Plan Statement	 	 	 	 
	

	 	 	 	 	 	 	1.2.18.	 	 	Plan Year	 	 	 	 
	

	 	 	 	 	 	 	1.2.19.	 	 	Section 16 Officer	 	 	 	 
	

	 	 	 	 	 	 	1.2.20.	 	 	Senior Vice President, Human Capital	 	 	 	 
	

	 	 	 	 	 	 	1.2.21.	 	 	Termination of Employment	 	 	 	 
	

	 	 	 	 	 	 	1.2.22.	 	 	UnitedHealth Group	 	 	 	 
	

	 	 	 	 	 	 	1.2.23.	 	 	Valuation Date	 	 	 	 
	SECTION 2.	 	ELIGIBILITY TO PARTICIPATE	 	 	4	 
	 	 	 	2.1.	 	 	General Eligibility Rule	 	 	 	 







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	 	 	 	2.2.	 	 	Selection for Participation in the Plan	 	 	 	 
	SECTION 3.	 	401(K) RESTORATION OPTION PLAN	 	 	5	 
	 	 	 	3.1.	 	 	Automatic Enrollment	 	 	 	 
	 	 	 	3.2.	 	 	Voluntary Enrollment if Over 402(g) Limit at Hire	 	 	 	 
	 	 	 	3.3.	 	 	Election Out	 	 	 	 
	 	 	 	3.4.	 	 	Crediting to Accounts	 	 	 	 
	 	 	 	3.5.	 	 	Matching Credits	 	 	 	 
	SECTION 4.	 	INCENTIVE DEFERRAL OPTION AND SALARY DEFERRAL OPTION PLAN	 	 	6	 
	 	 	 	4.1.	 	 	Incentive Deferral Option (for Annual Awards)	 	 	 	 
	

	 	 	 	 	 	 	4.1.1.	 	 	Amount of Deferrals	 	 	 	 
	

	 	 	 	 	 	 	4.1.2.	 	 	Crediting to Accounts	 	 	 	 
	

	 	 	 	 	 	 	4.1.3.	 	 	Matching Credits	 	 	 	 
	 	 	 	4.2.	 	 	Salary Deferral Option	 	 	 	 
	

	 	 	 	 	 	 	4.2.1.	 	 	Amount of Deferrals	 	 	 	 
	

	 	 	 	 	 	 	4.2.2.	 	 	Crediting to Accounts	 	 	 	 
	

	 	 	 	 	 	 	4.2.3.	 	 	No Matching Credits	 	 	 	 
	 	 	 	4.3.	 	 	Performance Award Deferral Option (for Long-Term Awards)	 	 	 	 
	

	 	 	 	 	 	 	4.3.1.	 	 	Amount of Deferrals	 	 	 	 
	

	 	 	 	 	 	 	4.3.2.	 	 	Crediting to Accounts	 	 	 	 
	

	 	 	 	 	 	 	4.3.3.	 	 	No Matching Credits	 	 	 	 
	 	 	 	4.4.	 	 	Employer Discretionary Supplements	 	 	 	 
	 	 	 	4.5.	 	 	Limitation on Deferrals	 	 	 	 
	SECTION 5.	 	CREDITS FROM MEASURING INVESTMENTS	 	 	8	 
	 	 	 	5.1.	 	 	Designation of Measuring Investments	 	 	 	 
	 	 	 	5.2.	 	 	UnitedHealth Group Stock as Measuring Investment	 	 	 	 
	 	 	 	5.3.	 	 	Operational Rules for Measuring Investments	 	 	 	 
	SECTION 6.	 	OPERATIONAL RULES	 	 	9	 
	 	 	 	6.1.	 	 	Operational Rules for Deferrals	 	 	 	 
	 	 	 	6.2.	 	 	Establishment of Accounts	 	 	 	 
	 	 	 	6.3.	 	 	Accounting Rules	 	 	 	 
	SECTION 7.	 	VESTING OF ACCOUNTS	 	 	9	 
	SECTION 8.	 	SPENDTHRIFT PROVISION	 	 	9	 
	SECTION 9.	 	DISTRIBUTIONS	 	 	10	 
	 	 	 	9.1.	 	 	Time of Distribution to Participant	 	 	 	 
	

	 	 	 	 	 	 	9.1.1.	 	 	General Rule	 	 	 	 







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	 	 	 	 	 	 	9.1.2.	 	 	No Application for Distribution Required	 	 	 	 
	

	 	 	 	 	 	 	9.1.3.	 	 	Code § 162(m) Delay	 	 	 	 
	

	 	 	 	 	 	 	9.1.4.	 	 	Effect of Reemployment	 	 	 	 
	 	 	 	9.2.	 	 	Form of Distribution	 	 	 	 
	 	 	 	9.3.	 	 	Election of Form of Distribution by Participant	 	 	 	 
	

	 	 	 	 	 	 	9.3.1.	 	 	Initial Enrollment	 	 	 	 
	

	 	 	 	 	 	 	9.3.2.	 	 	Default Election of Form of Distribution	 	 	 	 
	

	 	 	 	 	 	 	9.3.3.	 	 	Separate Distribution Elections Permitted for Subsequent Plan Years
	 	 

	

	 	 	 	 	 	 	9.3.4	 	 	Re-Election of Form of Distribution	 	 	 	 
	 	 	 	9.4.	 	 	Payment to Beneficiary Upon Death of Participant	 	 	 	 
	

	 	 	 	 	 	 	9.4.1.	 	 	Payment to Beneficiary When Death Occurs Before Termination of
Employment	 	 	 	 
	

	 	 	 	 	 	 	9.4.2.	 	 	Payment to Beneficiary When Death Occurs After Termination of
Employment	 	 	 	 
	

	 	 	 	 	 	 	9.4.3.	 	 	Beneficiary Must Apply for Distribution	 	 	 	 
	

	 	 	 	 	 	 	9.4.4.	 	 	Election of Measuring Investments by Beneficiaries	 	 	 	 
	 	 	 	9.5.	 	 	Designation of Beneficiaries	 	 	 	 
	

	 	 	 	 	 	 	9.5.1.	 	 	Right to Designate	 	 	 	 
	

	 	 	 	 	 	 	9.5.2.	 	 	Failure of Designation	 	 	 	 
	

	 	 	 	 	 	 	9.5.3.	 	 	Disclaimers by Beneficiaries	 	 	 	 
	

	 	 	 	 	 	 	9.5.4.	 	 	Definitions	 	 	 	 
	

	 	 	 	 	 	 	9.5.5.	 	 	Special Rules	 	 	 	 
	 	 	 	9.6.	 	 	Death Prior to Full Distribution	 	 	 	 
	 	 	 	9.7.	 	 	Facility of Payment	 	 	 	 
	 	 	 	9.8.	 	 	In-Service Distributions	 	 	 	 
	

	 	 	 	 	 	 	9.8.1.	 	 	Pre-Selected In-Service Distributions	 	 	 	 
	

	 	 	 	 	 	 	9.8.2.	 	 	In-Service Distribution for Financial Hardship	 	 	 	 
	 	 	 	9.9.	 	 	Distributions in Cash	 	 	 	 
	SECTION 10.	 	FUNDING OF PLAN	 	 	20	 
	 	 	 	10.1.	 	 	Unfunded Plan	 	 	 	 
	 	 	 	10.2.	 	 	Corporate Obligation	 	 	 	 
	SECTION 11.	 	AMENDMENT AND TERMINATION	 	 	20	 
	 	 	 	11.1.	 	 	Amendment and Termination	 	 	 	 
	 	 	 	11.2.	 	 	Special Rule for Section 16 Officers	 	 	 	 
	 	 	 	11.3.	 	 	No Oral Amendments	 	 	 	 
	 	 	 	11.4.	 	 	Plan Binding on Successors	 	 	 	 
	SECTION 12.	 	DETERMINATIONS — RULES AND REGULATIONS	 	 	21	 
	 	 	 	12.1.	 	 	Determinations	 	 	 	 
	 	 	 	12.2.	 	 	Rules and Regulations	 	 	 	 







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	 	 	 	12.3.	 	 	Method of Executing Instruments	 	 	 	 
	 	 	 	12.4.	 	 	Claims Procedure	 	 	 	 
	

	 	 	 	 	 	 	12.4.1.	 	 	Original Claim	 	 	 	 
	

	 	 	 	 	 	 	12.4.2.	 	 	Review of Denied Claim	 	 	 	 
	

	 	 	 	 	 	 	12.4.3.	 	 	General Rules	 	 	 	 
	 	 	 	12.5.	 	 	Limitations and Exhaustion	 	 	 	 
	

	 	 	 	 	 	 	12.5.1.	 	 	Limitations	 	 	 	 
	

	 	 	 	 	 	 	12.5.2.	 	 	Exhaustion Required	 	 	 	 
	SECTION 13.	 	PLAN ADMINISTRATION	 	 	24	 
	 	 	 	13.1.	 	 	Officers	 	 	 	 
	 	 	 	13.2.	 	 	Chief Executive Officer	 	 	 	 
	 	 	 	13.3.	 	 	Board of Directors	 	 	 	 
	 	 	 	13.4.	 	 	Senior Vice President, Human Capital	 	 	 	 
	 	 	 	13.5.	 	 	Delegation	 	 	 	 
	 	 	 	13.6.	 	 	Conflict of Interest	 	 	 	 
	 	 	 	13.7.	 	 	Administrator	 	 	 	 
	 	 	 	13.8.	 	 	Service of Process	 	 	 	 
	 	 	 	13.9.	 	 	Expenses	 	 	 	 
	 	 	 	13.10.	 	 	Tax Withholding	 	 	 	 
	 	 	 	13.11.	 	 	Certifications	 	 	 	 
	 	 	 	13.12.	 	 	Errors in Computations	 	 	 	 
	SECTION 14.	 	CONSTRUCTION	 	 	27	 
	 	 	 	14.1.	 	 	Applicable Laws	 	 	 	 
	

	 	 	 	 	 	 	14.1.1.	 	 	Separate Plans	 	 	 	 
	

	 	 	 	 	 	 	14.1.2.	 	 	ERISA Status	 	 	 	 
	

	 	 	 	 	 	 	14.1.3.	 	 	IRC Status	 	 	 	 
	

	 	 	 	 	 	 	14.1.4.	 	 	Securities Laws Compliance	 	 	 	 
	

	 	 	 	 	 	 	14.1.5.	 	 	References to Laws	 	 	 	 
	 	 	 	14.2.	 	 	Effect on Other Plans	 	 	 	 
	 	 	 	14.3.	 	 	Disqualification	 	 	 	 
	 	 	 	14.4.	 	 	Rules of Document Construction	 	 	 	 
	 	 	 	14.5.	 	 	Choice of Law	 	 	 	 
	 	 	 	14.6.	 	 	No Employment Contract	 	 	 	 
	SCHEDULE I   –	 	EMPLOYERS PARTICIPATING IN THE UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLANS	 	SI-1

	SCHEDULE II  –	 	MEASURING INVESTMENTS	 	SII-1








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UNITEDHEALTH GROUP

EXECUTIVE SAVINGS PLAN

(2004 Statement)




SECTION 1




INTRODUCTION AND DEFINITIONS



1.1. Statement of Plan. Effective January 1, 2004, UNITEDHEALTH GROUP
INCORPORATED, a Minnesota corporation (hereinafter sometimes referred to as
“UnitedHealth Group”), as plan sponsor, and certain affiliated corporations
(hereinafter together with UnitedHealth Group sometimes collectively referred
to as the “Employers”) hereby create and establish a nonqualified, unfunded,
deferred compensation plan for the benefit of a select group of management or
highly compensated employees of the Employers to defer the receipt of
compensation which would otherwise be paid to those employees.



1.2. Definitions. When the following terms are used herein with initial
capital letters, they shall have the following meanings:




     1.2.1. Account — the separate bookkeeping account established for each
Participant which represents the separate unfunded and unsecured general
obligation of the Employers established with respect to each person who is a
Participant in this Plan in accordance with Section 2 and to which are credited
the dollar amounts specified in Sections 3, 4 and 5 and from which are
subtracted payments made pursuant to Section 9. To the extent necessary to
accommodate and effect the distribution elections made by Participants pursuant
to Section 9.3 or Section 9.8.1, 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.



     1.2.2. Affiliate — a business entity which is not an Employer but which is
part of a “controlled group” with the Employer or under “common control” with
an Employer or which is a member of an “affiliated service group” that includes
an Employer, as those terms are defined in section 414(b), (c) and (m) of the
Code. A business entity which is a predecessor to an Employer shall be treated
as an Affiliate if the Employer maintains a plan of such predecessor business
entity or if, and to the extent that, such treatment is otherwise required by
regulations under section 414(a) of the Code. A business entity shall also be
treated as an Affiliate if, and to the extent that, such treatment is required
by regulations under section 414(o) of the Code. In addition to said required
treatment, the Senior Vice President, Human Capital may, in his or her
discretion, designate as an Affiliate any business entity which is not such a
“controlled group,” “common control,” “affiliated service
group” or “predecessor” business entity but which is otherwise affiliated
with an Employer, subject to such limitations as the Senior Vice President,
Human Capital may impose.



     1.2.3. Annual Valuation Date — each December 31.




 










 





     1.2.4. Beneficiary — a person designated by a Participant (or
automatically by operation of the Plan Statement) to receive all or a part of
the Participant’s Account in the event of the Participant’s death prior to full
distribution thereof. A person so designated shall not be considered a
Beneficiary until the death of the Participant.



     1.2.5. Board of Directors or Board — the Board of Directors of
UnitedHealth Group or its successor. “Board of Directors” shall also mean and
refer to any properly authorized committee of the Board of Directors.



     1.2.6. CEO — the Chief Executive Officer of UnitedHealth Group or his or
her delegee for Plan purposes.



     1.2.7. Code — the Internal Revenue Code of 1986, as amended.



     1.2.8. Disability — a medically determinable physical or mental impairment
which: (i) renders the individual incapable of performing any substantial
gainful employment, (ii) can be expected to be of long-continued and indefinite
duration or result in death, and (iii) is evidenced by a certification to this
effect by a doctor of medicine approved by the Senior Vice President, Human
Capital. In lieu of such a certification, the Senior Vice President, Human
Capital may accept, as proof of Disability, the official written determination
that the individual will be eligible for disability benefits under the federal
Social Security Act as now enacted or hereinafter amended (when any waiting
period expires). The Senior Vice President, Human Capital shall determine the
date on which the Disability shall have occurred if such determination is
necessary.



     1.2.9. Effective Date — January 1, 2004.



     1.2.10. Eligible Grade Level —




	(a)	 	In General. 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 Senior Vice President, Human Capital);
Medical Director Grades M2, M3 and M4 (but only if base salary is
equal to or exceeds any specific compensation criteria established
by the Senior Vice President, Human
Capital); and Sales Band SSL (but only if base salary is
equal to or exceeds any specific compensation criteria
established by the Senior Vice President, Human Capital).






	(b)	 	Authority to Make Changes. Notwithstanding the foregoing,
the Senior Vice President, Human Capital may from time to time in
his or her discretion modify the applicable eligible grade levels,
the compensation criteria and the full-time and part-time criteria.





     1.2.11. Employers — UnitedHealth Group; each business entity listed as an
Employer in the Schedule I to this Plan Statement; any other business entity
that employs



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persons who are selected for participation under Section 2.3 of in
this Plan; and any successor thereof.




     1.2.12. ERISA — the Employee Retirement Income Security Act of 1974, as
amended.



     1.2.13. Incentive Award — any annual incentive awards that are payable
under the Rewarding Results Plan or Executive Incentive Plan, or any other
annual incentive plan designated by the Senior Vice President, Human Capital.



     1.2.14. Participant — an employee of an Employer who is selected for
participation in this Plan in accordance with the provisions of Section 2 and
who either has been automatically enrolled under Section 3 or has elected to
defer compensation under Section 4. An employee who has become a Participant
shall continue to be a Participant in this Plan until the date of the
Participant’s death or, if earlier, the date when the Participant has received
a distribution of the Participant’s entire Account.



     1.2.15. Performance Award — any incentive awards that are payable under
the Executive Incentive Plan for performance over a performance cycle of more
than one year or under any other long-term incentive plan designated by the
Senior Vice President, Human Capital.



     1.2.16. Plan — 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 401(k)
Restoration Option Plan (which is attributable to credits to Accounts described
in Section 3), and (2) the Incentive Deferral and Salary Deferral Option Plan
(which is attributable to credits to Accounts described in Section 4). (As
used herein, “Plan” does not refer to the document pursuant to which the Plan
is maintained. That document is referred to herein as the “Plan Statement”.)
The Plan shall be referred to as the “UnitedHealth Group Executive Savings
Plan.”



     1.2.17. Plan Statement — this document entitled “UnitedHealth Group
Executive Savings Plan (2004 Statement)” as
adopted by the Senior Vice President, Human Capital and generally
effective as of January 1, 2004, as the same may be amended from time to time
thereafter.



     1.2.18. Plan Year — the twelve (12) consecutive month period ending on any
Annual Valuation Date.



     1.2.19. Section 16 Officer — an officer of an Employer who is subject to
the provisions of Section 16 of the Securities Exchange Act of 1934, as
amended.



     1.2.20. Senior Vice President, Human Capital — the Senior Vice President,
Human Capital of UnitedHealth Group, and his or her successors.



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     1.2.21. Termination of Employment — a complete severance of an employee’s
employment relationship with the Employers and all Affiliates, for any reason
other than the employee’s death. A transfer from employment with an Employer
to employment with another Employer or an Affiliate of an Employer shall not
constitute a Termination of Employment. If an Employer who is an Affiliate
ceases to be an Affiliate because of a sale of substantially all the stock or
assets of the Employer, then Participants who are employed by that Employer and
who cease to be employed by an Employer on account of such sale shall be deemed
to have thereby had a Termination of Employment for the purpose of commencing
distributions from this Plan.



     1.2.22. UnitedHealth Group — UNITEDHEALTH GROUP INCORPORATED, a Minnesota
corporation, or any successor thereto.



     1.2.23. Valuation Date — any day that the U.S. securities markets are open
and conducting business.



SECTION 2




ELIGIBILITY TO PARTICIPATE



2.1. General Eligibility Rule. 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 Senior Vice President, Human Capital (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 Senior Vice President, Human Capital 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 Senior Vice President, Human Capital (or,
for a Section 16 Officer, by the Board of Directors) shall be eligible to
become a participant in this Plan. The Senior Vice President, Human Capital
shall not select any employee for participation unless the Senior Vice
President, Human Capital 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 Senior Vice President, Human Capital may determine that a
Participant is not eligible for automatic deferral or matching credits under
the 401(k) Restoration Option in Section 3 for any Plan Year at any time before
such deferrals or credits have actually been made. The Senior Vice President,
Human Capital also may at any time determine that a Participant is no longer
eligible to make voluntary deferrals under Section 4.





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SECTION 3




401(K) RESTORATION OPTION PLAN



3.1. Automatic Enrollment. Except as provided in Section 3.3, each Participant
who participates in the UnitedHealth Group 401(k) Savings Plan (the “401(k)
Plan”) and whose deferrals under the 401(k) Plan cease during a Plan Year
because an IRS or Plan Limit is reached shall automatically be enrolled in the
401(k) Restoration Option. Such Participant shall be deemed to have elected to
defer pay under the 401(k) Restoration Option at the rate of deferral that is
in effect under the 401(k) Plan at the time the IRS or Plan Limit is reached.
Such deferrals under the 401(k) Restoration Option shall begin as soon as
administratively practicable after an IRS or Plan Limit first applies and shall
continue until the following December 31. For purposes of this Section 3.1, an
IRS or Plan Limit means (a) the annual compensation limit under section
401(a)(17) of the Code (which is $205,000 for plan years beginning on or after
January 1, 2004) or any comparable successor provision, or (b) the annual
deferral limit under section 402(g) of the Code (which is $13,000 for 2004,
$14,000 for 2005 and $15,000 for 2006) or any comparable successor provision,
or (c) any other limit imposed by the Code or by any Plan provision.



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 employee of the Employer, such employee shall be eligible to
participate in the 401(k) Restoration Option and shall be eligible to elect,
through a voice response system (or other written or electronic means) approved
by the Senior Vice President, Human Capital, 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.



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 Senior Vice President, Human Capital, to
waive participation in the 401(k) Restoration Option for a given Plan Year.
Any such waiver shall be made in accordance with the procedures established by
the Senior Vice President, Human Capital from time to time and must be received
by the Senior Vice President, Human Capital by the enrollment deadline
designated by the Senior Vice President, Human Capital for such Plan Year. A
waiver of participation made by a Participant for such Plan Year shall remain
in effect for subsequent Plan Years unless, prior to such Plan Year, the waiver
is revoked by the Participant or the Participant is not selected for
participation for that subsequent Plan Year.



3.4. Crediting to Accounts. The Senior Vice President, Human Capital 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 after the day such pay would otherwise have been paid to the
Participant, and shall be fully vested.





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3.5. Matching Credits. The Senior Vice President, Human Capital shall also
cause to be credited to the Account of each Participant an additional matching
amount equal to 50% of the amount credited to such Participant’s Account under
Section 3.4. For this purpose, however, deferrals at a rate exceeding 6% of
pay shall be disregarded. Such matching amounts shall be credited as soon as
administratively feasible on or after the day the related deferral of pay is
credited, and shall be fully vested.




SECTION 4



INCENTIVE DEFERRAL OPTION AND

SALARY DEFERRAL OPTION PLAN



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 Senior Vice President, Human
Capital, a Participant may elect to defer between (and including) 1% and 100%
of such Participant’s Incentive Award. To be effective for an Incentive Award
paid during a Plan Year, the deferral election must be received by the Senior
Vice President, Human Capital or his or her designee by the enrollment deadline
designated by the Senior Vice President, Human Capital for the Plan Year in
which the Incentive Award is earned. An election made by a Participant for a
Plan Year shall remain in effect for subsequent Plan Years unless,
prior to such Plan Year, the election is changed or terminated by the
Participant or the Participant is not selected for participation for that
subsequent Plan Year.



     4.1.2. Crediting to Accounts. The Senior Vice President, Human Capital
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 after the day such Incentive Award would otherwise have been paid to
the Participant, and shall be fully vested.



     4.1.3. Matching Credits. The Senior Vice President, Human Capital shall
cause to be credited to the Account of each Participant an additional matching
amount equal to 50% of the amount credited to such Participant’s Account under
Section 4.1.2 above. For this purpose, however, deferrals at a rate exceeding
6% of the Participant’s Incentive Award shall be disregarded. Such matching
amounts shall be credited as soon as administratively feasible on or after the
day the related deferral of the Incentive Award is credited, and shall be fully
vested.


4.2. Salary Deferral Option.




     4.2.1. Amount of Deferrals. Through a voice response system (or other
written or electronic means) approved by the Senior Vice President, Human
Capital, 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



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not include
any Incentive Awards or Performance Awards. The Senior Vice President, Human
Capital may establish prospectively other limits or other pay eligible for
deferral. To be effective for a Plan Year, the deferral election must be
received by the Senior Vice President, Human Capital or his or her designee by
the enrollment deadline designated by the Senior Vice President, Human Capital.
An election made by a Participant for a Plan Year shall remain in effect for
subsequent Plan Years unless, prior to such Plan Year, the election is changed
or terminated by the Participant or the Participant is not selected for
participation for that subsequent Plan Year.




     4.2.2. Crediting to Accounts. The Senior Vice President, Human Capital
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 after the day such salary or other pay would otherwise have been paid
to the Participant, and shall be fully vested.



     4.2.3. No Matching Credits. No matching amounts shall be credited for
deferrals of salary or other pay under Section 4.2.1.


4.3. Performance Award Deferral Option (for Long-Term Awards).




     4.3.1. Amount of Deferrals. Through a voice response system (or other
written or electronic means) approved by the Senior Vice President, Human
Capital, a Participant may elect to defer between (and including) 1% and 100%
of such Participant’s Performance Award. To be effective for a Performance
Award that becomes payable during a Plan Year, the deferral election must be
received by the Senior Vice President, Human Capital or his or her designee by
the enrollment deadline designated by the Senior Vice President, Human Capital
for the Plan Year in which the Performance Award is earned. An election made
by a Participant for a Plan Year shall remain in effect for subsequent Plan
Years unless, prior to such Plan Year, the election is changed or terminated by
the Participant or the Participant is not selected for participation for that
subsequent Plan Year.



     4.3.2. Crediting to Accounts. The Senior Vice President, Human Capital
shall cause to be credited to the Account of each Participant the amount, if
any, of such Participant’s voluntary deferrals of any Performance Awards under
Section 4.3.1. Such amount shall be credited as soon as administratively
feasible after the day such Performance Award would otherwise have been paid to
the Participant, and shall be fully vested.



     4.3.3. No Matching Credits. No matching amounts shall be credited for
deferrals of Performance Awards under Section 4.3.1.


4.4. Employer Discretionary Supplements. Upon written notice to one or more
Participants and to the Senior Vice President, Human Capital, the CEO (or, for
any Section 16 Officer, the Board of Directors) may (but is not required to)
determine that additional amounts shall be credited to the Accounts of such
Participants. Such notice shall also specify the date of such crediting.
Notwithstanding Section 7, such notice may also establish vesting rules for
such




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amounts, in which case separate Accounts shall be established for such
amounts for such Participants.



4.5. Limitation on Deferrals. Notwithstanding any other provision of this
Plan Statement, any amount deferred by a Participant from any paycheck shall
not exceed the amount that would accommodate current payment of all required
withholdings from such paycheck.




SECTION 5




CREDITS FROM MEASURING INVESTMENTS



5.1. Designation of Measuring Investments. Through a voice response system (or
other written or electronic means) approved by the Senior Vice President, Human
Capital, each Participant shall designate the following “Measuring
Investments,” which shall be used to determine the value of such Participant’s
Account (until changed as provided herein):





	(a)	 	One or more Measuring Investments for the current Account
balance, and






	(b)	 	One or more Measuring Investments for amounts that are
credited to the Account in the future.




The Accounts and such Measuring Investments are specified solely as a device
for computing the amount of benefits to be paid by the Employers under the
Plan, and the Employers are not required to purchase such investments. The
Measuring Investments are listed in Schedule II to the Plan Statement.
Schedule II to the Plan Statement may be revised and amended by the Senior Vice
President, Human Capital, in his or her discretion, from time to time.



5.2. UnitedHealth Group Stock as Measuring Investment. The Board of Directors
may (but shall not be required to) determine that the Measuring Investments
available for election by Participants will include deemed (but not actual)
investment in the common stock of UnitedHealth Group, valued at the closing
price of UnitedHealth Group common stock as reported on the New York Stock
Exchange composite tape on the applicable Valuation Date.



5.3. Operational Rules for Measuring Investments. The Senior Vice President,
Human Capital shall adopt rules specifying the Measuring Investments, the
circumstances under which a particular Measuring Investment may be elected, or
shall be automatically utilized, the minimum or maximum amount or percentage of
an Account which may be allocated to a Measuring Investment, the procedures for
making or changing Measuring Investment elections, the extent (if any) to which
Beneficiaries of deceased Participants may make Measuring Investment elections
and the effect of a Participant’s or Beneficiary’s failure to make an effective
Measuring Investment election with respect to all or any portion of an Account.
Notwithstanding the foregoing, any rules or revision with respect to deemed
investment in the common stock of UnitedHealth Group elections by a Section 16
Officer shall be made only by the Board of Directors.





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SECTION 6




OPERATIONAL RULES



6.1. Operational Rules for Deferrals. A Participant’s waiver of automatic
participation in the 401(k) Restoration Option under Section 3.3 or election to
defer compensation under Section 4 shall be “evergreen” and shall remain in
effect for subsequent Plan Years unless, prior to such Plan Year, the waiver is
revoked or the election is changed or terminated or the Participant is not
selected for participation for that subsequent Plan Year. If a Participant’s
pay after deferrals is not sufficient to cover pre-tax and after-tax benefit
payroll deductions, and tax or other payroll withholding requirements, the
Participant’s deferrals shall be reduced to the extent necessary to meet such
requirements.



6.2. Establishment of Accounts. There shall be established for each
Participant an unfunded, bookkeeping Account which shall be adjusted each
Valuation Date.



6.3. Accounting Rules. The Senior Vice President, Human Capital may adopt (and
revise) accounting rules for the Accounts.




SECTION 7




VESTING OF ACCOUNTS



The Account of each Participant shall be fully (100%) vested and nonforfeitable
at all times (except for any special vesting rules that apply to Employers
discretionary supplements under Section 4.4).




SECTION 8




SPENDTHRIFT PROVISION



Participants and Beneficiaries shall have no power to transfer any interest in
an Account nor shall any Participant or Beneficiary have any power to
anticipate, alienate, dispose of, pledge or encumber the same while it is in
the possession or control of the Employers, nor shall the Senior Vice
President, Human Capital recognize any assignment thereof, either in whole or
in part, nor shall the Account be subject to attachment, garnishment, execution
following judgment or other legal process (including without limitation any
domestic relations order, whether or not a “qualified domestic relations order”
under section 414(p) of the Code and section 206(d) of ERISA) before the
Account is distributed to the Participant or Beneficiary.



The power to designate Beneficiaries to receive the Account of a Participant in
the event of such Participant’s death shall not permit or be construed to
permit such power or right to be exercised




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by the Participant so as thereby to
anticipate, pledge, mortgage or encumber such Participant’s Account or any part
thereof. Any attempt by a Participant to so exercise said power in violation
of this provision shall be of no force and effect and shall be disregarded by
the Senior Vice President, Human Capital.




SECTION 9




DISTRIBUTIONS



9.1. Time of Distribution to Participant.




     9.1.1. General Rule. Upon Participant’s Termination of Employment or
Disability, the Employer shall commence payment of such Participant’s Account
(reduced by the amount of any applicable payroll, withholding and other taxes)
in the form and at the time designated by the Participant pursuant to Section
9.3.



     9.1.2. No Application for Distribution Required. A Participant’s Account
shall be distributed automatically following the Participant’s Termination of
Employment or Disability. A Participant shall not be required to apply for
distribution.



     9.1.3. Code § 162(m) Delay. If the Senior Vice President, Human Capital
(or, for any Section 16 Officer, the Board of Directors) determines that
delaying the time that initial payments are made or commenced would increase
the probability that such payments would be fully deductible by the Employer
for federal or state income tax purposes, the Employer may unilaterally delay
the time of the making or commencement of payments for up to twenty-four (24)
months after the date such payments would otherwise be payable.



     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 to Section 9.1.1 (or distribution has been scheduled to
be made but before actual distribution 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, Disability or death. Unless the Participant has
elected to change the Participant’s form of distribution in accordance with the
provisions of Section 9.3.4, 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. It is the general intent
of the Plan that no distributions shall be made while a Participant is employed
by the Employers or an Affiliate.


9.2. Form of Distribution. Distribution of the Participant’s Account shall be
made in whichever of the following forms as the Participant shall have
designated at the time of his or her enrollment (as described in Section 9.3):





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	(a)	 	Lump Sum. In the form of 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
the Participant experienced a 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).






	(b)	 	Installments. In the form of 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 Participant experienced a Termination of
Employment or Disability 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). The amount of
future installments will be determined as soon as
administratively feasible following the end of each
later 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).






	(ii)	 	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. For this purpose, the value of the
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. In the form of a
single lump sum following the fifth (5th) anniversary of the
Participant’s Termination of Employment or Disability. 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 fifth (5th)
anniversary of the Participant’s Termination of Employment or
Disability. Actual distribution shall be made as soon as
administratively practicable after such determination.
Notwithstanding the foregoing, if the value of the




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	 	 	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).






	(d)	 	Ten (10) Year Delay, Then Lump Sum. In the form of a
single lump sum following the tenth (10th) anniversary of the
Participant’s Termination of Employment or Disability. 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 Employment or Disability. Actual
distribution shall be made as soon as administratively practicable
after such determination. 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).




9.3. Election of Form of Distribution by Participant.




     9.3.1. Initial Enrollment. Through a voice response system (or other
written or electronic means) approved by the Senior Vice President, Human
Capital, each Participant shall elect at the time of initial enrollment in the
Plan whether distribution shall be made (as described in Section 9.2) 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 Employment or Disability. Such election
shall apply with respect to distribution of that portion of the Participant’s
Account attributable to deferrals and matching contributions (if any) for the
Participant’s initial year of participation in the Plan and any investment
gains or losses on such deferrals and matching contributions (if any). Subject
to Section 9.3.3, an initial distribution election shall remain in effect for
subsequent Plan Years.



     9.3.2. Default Election of Form of Distribution. If a Participant fails
to elect a form of distribution at the time of initial enrollment in the Plan,
such Participant shall be deemed to have elected that distribution be made in
an immediate lump sum as described in Section 9.2(a).



     9.3.3. Separate Distribution Elections Permitted for Subsequent Plan
Years. An initial or default distribution election made by a Participant shall
remain in effect for subsequent Plan Years unless, prior to a subsequent Plan
Year, the Participant elects a different form of distribution for that portion
of the Participant’s Account attributable to deferrals and matching
contributions (if any) for such subsequent Plan Year and any investment gains
or losses



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on such deferrals and matching contributions (if any). Through a
voice response system (or other written or electronic means) approved by the
Senior Vice President, Human Capital, a Participant may elect a different form
of distribution for that portion of the Participant’s Account attributable to
deferrals and matching contributions (if any) for a subsequent Plan Year. To
be effective for deferrals and matching contributions (if any) for a Plan Year,
the new distribution election must be received by the Senior Vice President,
Human Capital or its designee before the deadline designated by the Senior Vice
President, Human Capital. If a Participant files a new distribution election
with the Senior Vice President, Human Capital pursuant to this Section 9.3.3,
such distribution election shall remain in effect for all subsequent Plan Years
unless, prior to a subsequent Plan Year, the Participant files another
distribution election with the Senior Vice President, Human Capital electing a
different form of distribution for that portion of the Participant’s Account
attributable to deferrals and matching contributions (if any) for such
subsequent Plan Year and any subsequent investment gains or losses on such
deferrals and matching contributions (if any).




     9.3.4. Re-Election of Form of Distribution. Through a voice response
system (or other written or electronic means) approved by the Senior Vice
President, Human Capital, distribution elections may be changed by the
Participant from time to time. Each subsequent distribution election shall be
effective as to the specified portion of the Participant’s Account.
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 the Participant while employed by the Employer
or an Affiliate;






	(b)	 	is filed with the Senior Vice President, Human Capital at
least twelve (12) months before the Participant’s scheduled
distribution date following the Participant’s Termination of
Employment, Disability or death,






	(c)	 	is filed at least twelve (12) months after the initial
distribution election for the specified portion of the
Participant’s Account (or, if one or more prior changes has been
filed, at least twelve (12) months after the latest of such changes
was filed), and






	(d)	 	such distribution election has the effect of delaying
payment of the lump sum (or, in the case of installments, of each
installment) under the prior election for at least 5 years.




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



9.4. Payment to Beneficiary Upon Death of Participant.




     9.4.1. Payment to Beneficiary When Death Occurs Before Termination of
Employment. If a Participant dies before Termination of Employment or
Disability, such Participant’s Beneficiary will receive payment of the
Participant’s Account at the same time and



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in the same form the Participant
would have received if the Participant had experienced a Termination of
Employment on the date of death.




     9.4.2. Payment to Beneficiary When Death Occurs After Termination of
Employment. If a Participant dies after a Termination of Employment or
Disability, the Participant’s Beneficiary shall receive distribution of the
Participant’s Account at the same time and in the same form the Participant
would have received if the Participant had survived.



     9.4.3. Beneficiary Must Apply for Distribution. Distribution shall not be
made to any Beneficiary until such Beneficiary shall have filed a written
application for benefits in a form acceptable to the Senior Vice President,
Human Capital and such application shall have been approved by the Senior Vice
President, Human Capital.



     9.4.4. Election of Measuring Investments by Beneficiaries. A Beneficiary
of a deceased Participant shall generally have the same rights to designate
Measuring Investments for the Participant’s Account that Participants have
under Section 5. The Senior Vice President, Human Capital may adopt (and
revise) rules to govern designations of Measuring Investments by Beneficiaries.
Unless changed by the Senior Vice President, Human Capital, the following
rules shall apply:




	(a)	 	The Measuring Investments for the Account of a deceased
Participant shall not be changed until the Beneficiary so
determines.






	(b)	 	If a deceased Participant has more than one Beneficiary,
the unanimous consent of all Beneficiaries shall be required to
change Measuring Investments for such Participant’s Account.




9.5. Designation of Beneficiaries.




     9.5.1. Right to Designate. Each Participant may designate, upon forms to
be furnished by and filed with the Senior Vice
President, Human Capital (or through other means approved by the Senior
Vice President, Human Capital), one or more primary Beneficiaries or
alternative Beneficiaries to receive all or a specified part of such
Participant’s Account in the event of such Participant’s death. The
Participant may change or revoke any such designation from time to time without
notice to or consent from any Beneficiary. No such designation, change or
revocation shall be effective unless executed by the Participant and received
by the Senior Vice President, Human Capital during the Participant’s lifetime.



     9.5.2. Failure of Designation. If a Participant:




	(a)	 	fails to designate a Beneficiary,






	(b)	 	designates a Beneficiary and thereafter revokes such
designation without naming another Beneficiary, or




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	(c)	 	designates one or more Beneficiaries and all such
Beneficiaries so designated fail to survive the Participant,




such Participant’s Account, or the part thereof as to which such Participant’s
designation fails, as the case may be, shall be payable to the first class of
the following classes of automatic Beneficiaries in which a member survives the
Participant and (except in the case of surviving issue) in equal shares if
there is more than one member in such class surviving the Participant:





	(i)	 	Participant’s surviving spouse;
	 
	(ii)	 	Participant’s surviving issue per stirpes and not per capita;
	 
	(iii)	 	Participant’s surviving parents;
	 
	(iv)	 	Participant’s surviving brothers and sisters; and
	 
	(v)	 	Representative of Participant’s estate.





     9.5.3. Disclaimers by Beneficiaries. A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant’s Account may
disclaim an interest therein subject to the following requirements. To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of the Account at the time such
disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant’s death. Any
disclaimer must be in writing and must be executed personally by the
Beneficiary before a notary public. A disclaimer shall state that the
Beneficiary’s entire interest in the undistributed Account is disclaimed or
shall specify what portion thereof is disclaimed. To be effective, duplicate
original executed copies of the disclaimer must be both executed and actually
delivered to the Senior Vice President, Human Capital after the date of the
Participant’s death but not later than nine (9) months after the date of the
Participant’s death. A disclaimer shall be irrevocable when delivered to the
Senior Vice President, Human Capital. A disclaimer shall be considered to be
delivered to the Senior Vice President, Human Capital only when actually
received by the Senior Vice President, Human Capital. The Senior Vice
President, Human Capital shall be the sole judge of the content,
interpretation and validity of a purported disclaimer. Upon the filing of a
valid disclaimer, the Beneficiary shall be considered not to have survived the
Participant as to the interest disclaimed. A disclaimer by a Beneficiary shall
not be considered to be a transfer of an interest in violation of any other
provisions under this Plan. No other form of attempted disclaimer shall be
recognized by the Senior Vice President, Human Capital.



     9.5.4. Definitions. When used herein and, unless the Participant has
otherwise specified in the Participant’s Beneficiary designation, when used in
a Beneficiary designation, “issue” means all persons who are lineal descendants
of the person whose issue are referred to, subject to the following:




	(a)	 	a legally adopted child and the adopted child’s lineal
descendants always shall be lineal descendants of each adoptive
parent (and of each adoptive parent’s lineal ancestors);




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	(b)	 	a legally adopted child and the adopted child’s lineal
descendants never shall be lineal descendants of any former parent
whose parental rights were terminated by the adoption (or of that
former parent’s lineal ancestors); except that if, after a child’s
parent has died, the child is legally adopted by a stepparent who
is the spouse of the child’s surviving parent, the child and the
child’s lineal descendants shall remain lineal descendants of the
deceased parent (and the deceased parent’s lineal ancestors);






	(c)	 	if the person (or a lineal descendant of the person) whose
issue are referred to is the parent of a child (or is treated as
such under applicable law) but never received the child into that
parent’s home and never openly held out the child as that parent’s
child (unless doing so was precluded solely by death), then neither
the child nor the child’s lineal descendants shall be issue of the
person.




“Child” means an issue of the first generation; “per stirpes” means in equal
shares among living children of the person whose issue are referred to and the
issue (taken collectively) of each deceased child of such person, with such
issue taking by right of representation of such deceased child; and “survive”
and “surviving” mean living after the death of the Participant.




     9.5.5. Special Rules. Unless the Participant has otherwise specified in
the Participant’s Beneficiary designation, the following rules shall apply:




	(a)	 	If there is not sufficient evidence that a Beneficiary was
living at the time of the death of the Participant, it shall be
deemed that the Beneficiary was not living at the time of the death
of the Participant.






	(b)	 	The automatic Beneficiaries specified in Section 9.5.2 and
the Beneficiaries designated by the Participant shall become fixed
at the time
of the Participant’s death so that, if a Beneficiary survives
the Participant but dies before the receipt of all payments
due such Beneficiary hereunder, such remaining payments shall
be payable to the representative of such Beneficiary’s
estate.






	(c)	 	If the Participant designates as a Beneficiary the person
who is the Participant’s spouse on the date of the designation,
either by name or by relationship, or both, the dissolution,
annulment or other legal termination of the marriage between the
Participant and such person shall automatically revoke such
designation. (The foregoing shall not prevent the Participant from
designating a former spouse as a Beneficiary on a form executed by
the Participant and received by the Senior Vice President, Human
Capital after the date of the legal termination of the marriage
between the Participant and such former spouse, and during the
Participant’s lifetime.)




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	(d)	 	Any designation of a nonspouse Beneficiary by name that is
accompanied by a description of relationship to the Participant
shall be given effect without regard to whether the relationship to
the Participant exists either then or at the Participant’s death.






	(e)	 	Any designation of a Beneficiary only by statement of
relationship to the Participant shall be effective only to
designate the person or persons standing in such relationship to
the Participant at the Participant’s death.




The Senior Vice President, Human Capital shall be the sole judge of the
content, interpretation and validity of a purported Beneficiary designation.



9.6. Death Prior to Full Distribution. If, at the death of the Participant,
any payment to the Participant was due or otherwise pending but not actually
paid, the amount of such payment shall be included in the Account which is
payable to the Beneficiary (and shall not be paid to the Participant’s estate).



9.7. Facility of Payment. In case of minority, incapacity or legal disability
of a Participant or Beneficiary entitled to receive any distribution under this
Plan, payment shall be made, if the Senior Vice President, Human Capital shall
be advised of the existence of such condition:





	(a)	 	to the court-appointed guardian or conservator of such
Participant or Beneficiary, or






	(b)	 	if there is no court-appointed guardian or conservator, to
the lawfully authorized representative of the Participant or
Beneficiary (and the Senior Vice President, Human Capital, in his
or her sole discretion, shall determine whether a person is a
lawfully authorized representative for this purpose), or
	 
	(c)	 	to an institution entrusted with the care or maintenance of
the incapacitated or disabled Participant or Beneficiary, provided
such institution has satisfied the Senior Vice President, Human
Capital, in his or her sole discretion, that the payment will be
used for the best interest and assist in the care of such
Participant or Beneficiary, and provided further, that no prior
claim for said payment has been made by a person described in (a)
or (b) above.




Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of the
Employers therefor.



9.8. In-Service Distributions.




     9.8.1. Pre-Selected In-Service Distributions. Each Participant shall have
the opportunity, when enrolling in the Plan for each Plan Year, to elect one
(1) or more pre-selected in-service distribution dates for all or a portion of
the Participant’s Account attributable to



-17-









 




deferral and matching contributions
(if any) for such Plan Year and any subsequent investment gains of losses on
such deferrals and matching contributions (if any), 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 Senior Vice
President, Human Capital.
	 
	(b)	 	No such distribution shall be made before 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 Account
attributable to deferrals and matching contributions (if any) for
such Plan Year and any subsequent investment gains or losses on
such amounts (e.g., the earliest pre-selected in-service
distribution date for any deferrals made in 2004 is January 1,
2007).
	 
	(c)	 	A Participant may receive more than one (1) pre-selected
in-service distribution in any Plan Year but only if each
distribution is attributable to deferrals and matching
contributions 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 Account attributable to deferrals and
matching contributions (if any) for the same Plan Year.
	 
	(d)	 	A Participant who elects a pre-selected in-service
distribution date and subsequently experiences a Termination of
Employment or Disability will receive such in-service distribution,
if the in-service distribution date is prior to the distribution of
the Participant’s total Account.
	 
	(e)	 	The minimum amount of such in-service distribution is One
Thousand Dollars ($1,000).
	 
	(f)	 	Through a voice response system (or other written or
electronic means) approved by the Senior Vice President, Human
Capital, the Participant may request to postpone any pre-selected
in-service distribution for five (5) years. A pre-selected
in-service distribution may be postponed only once. The
Participant must file the extension request with the Senior Vice
President, Human Capital at least twelve (12) months before the
original scheduled date of distribution.
	 
	(g)	 	A Participant may not cancel a pre-selected in-service
distribution.
	 
	(h)	 	The distribution amount shall be determined as soon as
administratively feasible as of a Valuation Date on or after the
pre-selected distribution date and shall be actually paid as soon
as practicable after such determination.




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     9.8.2. In-Service Distribution for Financial Hardship. Each Participant
may request a Financial Hardship distribution while employed from the
Participant’s Account if the Senior Vice President, Human Capital determines
that such distribution is for one of the purposes described in (b) below.




	(a)	 	Election. A Participant may elect in writing to receive
all or part of the Participant’s Account prior to Termination of
Employment or Disability 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 as of a
Valuation Date following the receipt of the request by the
Senior Vice President, Human Capital or his or her designee
and shall be actually paid as soon as practicable after such
determination.
	 
	(d)	 	Suspension Rule. If a Participant receives a distribution
due to Financial Hardship (under this Plan or the UnitedHealth
Group Legacy Executive Savings Plan), the Participant’s deferrals
under Sections 3 and 4 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.




9.9. Distributions in Cash. All distributions from this Plan shall be made in
cash.




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SECTION 10




FUNDING OF PLAN



10.1. Unfunded Plan. The obligation of any Employer to make payments under the
Plan constitutes only the unsecured (but legally enforceable) promises of that
Employer to make such payments. No Participant shall have any lien, prior
claim or other security interest in any property of any Employer. The
Employers shall have no obligation to establish or maintain any fund, trust or
account (other than a bookkeeping account) for the purpose of funding or paying
the benefits promised under the Plan. If such a fund, trust or account is
established, the property therein that is allocable to a particular Employer
shall remain the sole and exclusive property of that Employer. The Employers
shall be obligated to pay the cost of the Plan out of their general assets. All
references to accounts, accruals, gains, losses, income, expenses, payments,
custodial funds and the like are included merely for the purpose of measuring
the obligation of the Employers to Participants in the Plan and shall not be
construed to impose on the Employers the obligation to create any separate fund
for purposes of the Plan.



10.2. Corporate Obligation. Neither any officer of any Employer nor the Senior
Vice President, Human Capital in any way secures or guarantees the payment of
any benefit or amount which may become due and payable hereunder to or with
respect to any Participant. Each Participant and other person entitled at any
time to payments hereunder shall look solely to the assets of such
Participant’s Employer for such payments as an unsecured, general creditor.
After benefits have been paid to or with respect to a Participant and such
payment purports to cover in full the benefit hereunder, such former
Participant or other person or persons, as the case may be, shall have no
further right or interest in any other Plan assets. No person shall be under
any liability or responsibility for failure to
effect any of the objectives or purposes of the Plan by reason of the
insolvency of any of the Employers.




SECTION 11




AMENDMENT AND TERMINATION



11.1. Amendment and Termination. The Senior Vice President, Human Capital may
unilaterally amend the Plan Statement prospectively, retroactively or both, at
any time and for any reason deemed sufficient by it without notice to any
person affected by this Plan and the Board of Directors may terminate this Plan
both with regard to persons receiving benefits and persons expecting to receive
benefits in the future; provided, however, that:





	(a)	 	No Reduction or Delay. The benefit, if any, payable to or
with respect to a Participant, whether or not the Participant has
had a Termination of Employment or Disability as of the effective
date of such amendment, shall not be, without the written consent
of the Participant, diminished or delayed by such amendment.




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	(b)	 	Cash Lump Sum Payment. If the Board of Directors
terminates the Plan completely, all Accounts under the Plan shall
be automatically and immediately distributed in single lump sum
payments.




11.2. Special Rule for Section 16 Officers. Notwithstanding anything in this
Plan Statement to the contrary, the Senior Vice President, Human Capital may
adopt rules to facilitate compliance with the rules and requirements of the
Securities and Exchange Commission, including Section 16 of the Securities and
Exchange Act of 1934, as amended, which rules may limit rights under this Plan
for Section 16 Officers.



11.3. No Oral Amendments. No modification of the terms of the Plan Statement
or termination of this Plan shall be effective unless it is in writing and
signed on behalf of the Board of Directors by a person authorized to execute
such writing. No oral representation concerning the interpretation or effect
of the Plan Statement shall be effective to amend the Plan Statement.



11.4. Plan Binding on Successors. UnitedHealth Group shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise of all or substantially all of the business and/or assets of
UnitedHealth Group), by agreement, to expressly assume and agree to perform
this Plan Statement in the same manner and to the same extent that UnitedHealth
Group would be required to perform it if no such succession had taken place.




SECTION 12




DETERMINATIONS — RULES AND REGULATIONS



12.1. Determinations. The Senior Vice President, Human Capital shall make such
determinations as may be required from time to time in the administration of
the Plan. The Senior Vice President, Human Capital shall have the
discretionary authority and responsibility to interpret and construe the Plan
Statement and to determine all factual and legal questions under the Plan,
including but not limited to the entitlement of Participants and Beneficiaries,
and the amounts of their respective interests. Each interested party may act
and rely upon all information reported to them hereunder and need not inquire
into the accuracy thereof, nor be charged with any notice to the contrary.



12.2. Rules and Regulations. Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Senior Vice President, Human Capital.



12.3. Method of Executing Instruments. Information to be supplied or written
notices to be made or consents to be given by the Senior Vice President, Human
Capital pursuant to any provision of the Plan Statement may be signed in the
name of the Senior Vice President, Human Capital by any officer who has been
authorized to make such certification or to give such notices or consents.





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12.4. Claims Procedure. The claims procedure set forth in this Section 12.4
shall be the exclusive administrative procedure for the disposition of claims
for benefits arising under the Plan.




     12.4.1. Original Claim. Any person may, if he or she so desires, file
with the Senior Vice President, Human Capital a written claim for benefits
under the Plan. Within ninety (90) days after the filing of such a claim, the
Senior Vice President, Human Capital shall notify the claimant in writing
whether the claim is upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred eighty (180)
days from the date the claim was filed) to reach a decision on the claim. If
the claim is denied in whole or in part, the Senior Vice President, Human
Capital shall state in writing:




	(a)	 	the specific reasons for the denial;
	 
	(b)	 	the specific references to the pertinent provisions of the
Plan Statement on which the denial is based;
	 
	(c)	 	a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and
	 
	(d)	 	an explanation of the claims review procedure set forth in
this section.





     12.4.2. Review of Denied Claim. Within sixty (60) days after receipt of
notice that the claim has been denied in whole or in part, the claimant may
file with the Compensation and Human Resources Committee of the Board of
Directors (the “Comp Committee”) a written request for a review and may, in
conjunction therewith, submit written issues and comments. Within sixty (60)
days after the filing of such a request for review, the Comp Committee shall
notify the claimant in writing whether, upon review, the claim was upheld or
denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty (120) days from the date
the request for review was filed) to reach a decision on the request for
review. If the claimant wishes to seek further review of the Comp Committee’s
decision upon review, the claimant shall submit the claim (or dispute or
complaint) to binding arbitration pursuant to the rules of the American
Arbitration Association. This is the only right a complainant has for further
consideration. The matter must be submitted to binding arbitration within one
(1) year of receipt of notice of the Comp Committee’s final decision upon
review. The arbitrators shall have no power to award any punitive or exemplary
damages or to vary or ignore the provisions of the Plan Statement and shall be
bound by controlling law.



     12.4.3. General Rules.




	(a)	 	No inquiry or question shall be deemed to be a claim or a
request for a review of a denied claim unless made in accordance
with the claims procedure. The Senior Vice President, Human
Capital may require that




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	 	 	any claim for benefits and any request for
a review of a denied claim be filed on forms to be furnished by the
Senior Vice President, Human Capital upon request.
	 
	(b)	 	All decisions on original claims shall be made by the
Senior Vice President, Human Capital and all decisions on requests
for a review of denied claims shall be made by the Comp Committee.
	 
	(c)	 	The Senior Vice President, Human Capital or the Comp
Committee may, in their discretion, hold one or more hearings on a
claim or a request for a review of a denied claim.
	 
	(d)	 	A claimant may be represented by a lawyer or other
representative (at the claimant’s own expense), but the Senior Vice
President, Human Capital and the Comp Committee reserve the right
to require the claimant to
furnish written authorization. A claimant’s representative
shall be entitled, upon request, to copies of all notices
given to the claimant.
	 
	(e)	 	The decision of the Senior Vice President, Human Capital on
a claim and a decision of the Comp Committee on a request for a
review of a denied claim shall be served on the claimant in
writing. If a decision or notice is not received by a claimant
within the time specified, the claim or request for a review of a
denied claim shall be deemed to have been denied.
	 
	(f)	 	Prior to filing a claim or a request for a review of a
denied claim, the claimant or his or her representative shall have
a reasonable opportunity to review a copy of the Plan Statement and
all other pertinent documents in the possession of the Senior Vice
President, Human Capital and the Comp Committee.
	 
	(g)	 	The Senior Vice President, Human Capital and the Comp
Committee may permanently or temporarily delegate its
responsibilities under this claims procedure to an individual or a
committee of individuals.




12.5. Limitations and Exhaustion.




     12.5.1. Limitations. No claim shall be considered under these
administrative procedures unless it is filed with the Senior Vice President,
Human Capital within one (1) year after the claimant knew (or reasonably should
have known) of the principal facts on which the claim is based. Every untimely
claim shall be denied by the Senior Vice President, Human Capital without
regard to the merits of the claim. No legal action (whether arising under
section 502 or section 510 of ERISA or under any other statute or non-statutory
law) may be brought by any claimant on any matter pertaining to the Plans
unless the legal action is commenced in the proper forum before the earlier of:



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	(a)	 	two (2) years after the claimant knew (or reasonably should
have known) of the principal facts on which the claim is based, or
	 
	(b)	 	ninety (90) days after the claimant has exhausted these
administrative procedures.




Knowledge of all facts that a Participant knew (or reasonably should have
known) shall be imputed to each claimant who is or claims to be a Beneficiary
of the Participant (or otherwise claims to derive an entitlement by reference
to a Participant) for the purpose of applying the one (1) year and two (2) year
periods.




     12.5.2. Exhaustion Required. The exhaustion of these administrative
procedures is mandatory for resolving every claim and dispute arising under the
Plans. As to such claims and disputes:




	(a)	 	no claimant shall be permitted to commence any legal action
relating to any such claim or dispute (whether arising under
section 502 or section 510 of ERISA or under any other statute or
non-statutory law) unless a timely claim has been filed under these
administrative procedures and these administrative procedures have
been exhausted; and
	 
	(b)	 	in any such legal action all explicit and implicit
determinations by the Senior Vice President, Human Capital and the
Comp Committee (including, but not limited to, determinations as to
whether the claim was timely filed) shall be afforded the maximum
deference permitted by law.





SECTION 13




PLAN ADMINISTRATION



13.1. Officers. Except as hereinafter provided, functions generally assigned
to UnitedHealth Group shall be discharged by its officers or delegated and
allocated as provided herein.



13.2. Chief Executive Officer. Except as hereinafter provided, the CEO may
delegate or redelegate and allocate and reallocate to one or more persons or to
a committee of persons jointly or severally, and whether or not such persons
are directors, officers or employees, such functions assigned to UnitedHealth
Group generally hereunder as the CEO may from time to time deem advisable.



13.3. Board of Directors. Notwithstanding the foregoing, the Board of
Directors shall have the authority to terminate the Plan and the exclusive
authority to determine eligibility of Section 16 Officers to participate in
this Plan under Section 2.




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13.4. Senior Vice President, Human Capital. The Senior Vice President, Human
Capital shall:





	(a)	 	keep a record of all its proceedings and acts and keep all
books of account, records and other data as may be necessary for
the proper administration of the Plans; notify the Employers of any
action taken by the Senior Vice President, Human Capital and, when
required, notify any other interested person or persons;
	 
	(b)	 	determine from the records of the Employers the
compensation, status and other facts regarding Participants and
other employees;
	 
	(c)	 	prescribe forms to be used for distributions,
notifications, etc., as may be required in the administration of
the Plans;
	 
	(d)	 	set up such rules, applicable to all Participants similarly
situated, as are deemed necessary to carry out the terms of this
Plan Statement;
	 
	(e)	 	perform all other acts reasonably necessary for
administering the Plans and carrying out the provisions of this
Plan Statement and performing the duties imposed on it by the Board
of Directors;
	 
	(f)	 	resolve all questions of administration of the Plans not
specifically referred to in this section;
	 
	(g)	 	in accordance with regulations of the Secretary of Labor,
provide adequate notice in writing to any claimant whose claim for
benefits under the Plans has been denied, setting forth the
specific reasons for such denial, written in a manner calculated to
be understood by the claimant; and
	 
	(h)	 	delegate or redelegate to one or more persons, jointly or
severally, and whether or not such persons are employees of the
Employers, such functions assigned to the Senior Vice President,
Human Capital hereunder as it may from time to time deem advisable.




If it so determines, the Board of Directors may create a committee and assign
any or all duties, authority and responsibilities currently assigned to the
Senior Vice President, Human Capital to such committee.



13.5. Delegation. The Board of Directors and the Senior Vice President, Human
Capital shall not be liable for an act or omission of another person with
regard to a responsibility that has been allocated to or delegated to such
other person pursuant to the terms of the Plan Statement or pursuant to
procedures set forth in the Plan Statement.



13.6. Conflict of Interest. If any individual to whom authority has been
delegated or redelegated hereunder shall also be a Participant in either Plan,
such Participant shall have no




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authority with respect to any matter specially
affecting such Participant’s individual rights hereunder or the interest of a
person superior to him or her in the organization (as distinguished from the
rights of all Participants and Beneficiaries or a broad class of Participants
and Beneficiaries), all such authority being reserved exclusively to other
individuals as the case may be, to the exclusion of such Participant, and such
Participant shall act only in such Participant’s individual capacity in
connection with any such matter.



13.7. Administrator. UnitedHealth Group shall be the administrator for purposes
of section 3(16)(A) of ERISA.



13.8. Service of Process. In the absence of any designation to the contrary by
the Senior Vice President, Human Capital, the General Counsel of UnitedHealth
Group is designated as the appropriate and exclusive agent for the receipt of
process directed to the Plans in any legal proceeding, including arbitration,
involving the Plan.



13.9. Expenses. All expenses of administering the Plan shall be payable out of
the trust fund established for the Plan except to the extent that the
Employers, in their discretion, directly pay the expenses.



13.10. Tax Withholding. The Employer (or its delegee) shall withhold the
amount of any federal, state or local income tax or other tax required to be
withheld by the Employer under applicable law with respect to any amount
payable under the Plan.



13.11. Certifications. Information to be supplied or written notices to be
made or consents to be given by the Senior Vice President, Human Capital
pursuant to any provision of this Plan Statement may be signed in the name of
the Senior Vice President, Human Capital by any officer who has been authorized
to make such certification or to give such notices or consents.



13.12. Errors in Computations. Neither UnitedHealth Group or the Employer
shall be liable or responsible for any error in the computation of the Account
or the determination of any benefit payable to or with respect to any
Participant resulting from any misstatement of fact made by the Participant or
by or on behalf of any survivor to whom such benefit shall be payable, directly
or indirectly, to the Employer and used by the Senior Vice President, Human
Capital in determining the benefit. The Senior Vice President, Human Capital
shall not be obligated or required to increase the benefit payable to or with
respect to such Participant which, on discovery of the misstatement, is found
to be understated as a result of such misstatement of the Participant.
However, the benefit of any Participant which is overstated by reason of any
such misstatement or any other reason shall be reduced to the amount
appropriate in view of the truth (and to recover any prior overpayment).





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SECTION 14




CONSTRUCTION



14.1. Applicable Laws.




     14.1.1. Separate Plans. For purposes of state taxation of benefits under
the Plan, the Plan consist of two separate plans: (1) the 401(k) Restoration
Option Plan, and (2) the Incentive Deferral and Salary Deferral Option Plan.
The purpose of the Plans is to provide retirement income to Participants.



     14.1.2. ERISA Status. The Plan is maintained with the understanding that
the Plan is an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees as provided in section 201(2), section 301(3) and section 401(a)(1)
of ERISA. Each provision shall be interpreted and administered accordingly.
If any individually contracted supplemental retirement arrangement with any
Section 16 Officer is deemed to be covered by ERISA, such arrangement shall be
included in the Incentive Deferral Option and Salary Deferral Option Plan but
only to the extent that such inclusion is necessary to comply with ERISA.



     14.1.3. IRC Status. The Plan is intended to be a nonqualified deferred
compensation arrangement. The rules of section 401(a) et. seq. of the Code
shall not apply to the Plan. The rules of section 3121(v) and section
3306(r)(2) of the Code shall apply to the Plan.



     14.1.4. Securities Laws Compliance. If any security of UnitedHealth Group
is offered as a Measuring Investment under the Plan, then decisions assigned in
this Plan Statement to the Senior Vice President, Human Capital shall instead
by made by the Board of Directors to the extent any such decision could affect
the interest of any Section 16 Officer in securities of UnitedHealth Group,
including without limitation any change in Valuation Dates.



     14.1.5. References to Laws. Any reference in the Plan Statement to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation.


14.2. Effect on Other Plans. This Plan Statement shall not alter, enlarge or
diminish any person’s employment rights or obligations or rights or obligations
under any other employee pension benefit or employee welfare benefit plan.



14.3. Disqualification. Notwithstanding any other provision of the Plan
Statement or any election or designation made under the Plan, any potential
Beneficiary who feloniously and intentionally kills a Participant shall be
deemed for all purposes of the Plan and all elections and designations made
under the Plan to have died before such Participant. A final judgment of
conviction of felonious and intentional killing is conclusive for this purpose.
In the absence of a conviction of felonious and intentional killing, the
Senior Vice President, Human Capital shall determine whether the killing was
felonious and intentional for this purpose.





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     14.4. Rules of Document Construction.




	(a)	 	Whenever appropriate, words used herein in the singular may
be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and
the words “hereof,” “herein”
or “hereunder” or other similar compounds of the word “here”
shall mean and refer to the entire Plan Statement and not to
any particular paragraph or Section of the Plan Statement
unless the context clearly indicates to the contrary.
	 
	(b)	 	The titles given to the various Sections of the Plan
Statement are inserted for convenience of reference only and are
not part of the Plan Statement, and they shall not be considered in
determining the purpose, meaning or intent of any provision hereof.
	 
	(c)	 	Notwithstanding any thing apparently to the contrary
contained in the Plan Statement, the Plan Statement shall be
construed and administered to prevent the duplication of benefits
provided under the Plans and any other qualified or nonqualified
plan maintained in whole or in part by the Employers.




14.5. Choice of Law. This instrument has been executed and delivered in the
State of Minnesota and has been drawn in conformity to the laws of that State
and shall, except to the extent that federal law is controlling, be construed
and enforced in accordance with the laws of the State of Minnesota.



14.6. No Employment Contract. This Plan Statement is not and shall not be
deemed to constitute a contract of employment between the Employer and any
person, nor shall anything herein contained be deemed to give any person any
right to be retained in the employ of the Employer or in any way limit or
restrict any such Employer’s right or power to discharge any person at any time
and to treat any person without regard to the effect which such treatment might
have upon him or her as a Participant in the Plan. Neither the terms of the
Plan Statement nor the benefits under the Plan nor the continuance of the Plan
shall be a term of the employment of any employee. The Employer shall not be
obliged to continue the Plans.


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	Dated:      , 2004.	 	UNITEDHEALTH GROUP
   
INCORPORATED
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	L. Robert Dapper
	

	 	 	 	Senior Vice President, Human Capital







-29-









 






SCHEDULE I




EMPLOYERS PARTICIPATING

IN THE

UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLAN





	1.	 	United HealthCare Services, Inc.
	 
	2.	 	U.S. Behavioral Health Plan, California
	 
	3.	 	UHC International Services, Inc.
	 
	4.	 	UnitedHealthcare International, Inc.
	 
	5.	 	UnitedHealthcare Alliance LLC (formerly UnitedHealthcare of
Minnesota, Inc.)
	 
	6.	 	Evercare Collaborative Solutions, Inc.




SI-1









 











SCHEDULE II




MEASURING INVESTMENTS



A. Measuring Investments as of January 1, 2004. The following are the
Measuring Investments as of January 1, 2004:





	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. 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 default
Measuring Investment designated by the Senior Vice President, Human Capital.
As of January 1, 2004, the default Measuring Investment shall be the Wells
Fargo Strategic Income Fund.





SII-1