<PAGE>
                                                                   Exhibit 10(g)







                               UNITEDHEALTH GROUP
                      DIRECTORS' COMPENSATION DEFERRAL PLAN
                                (2002 STATEMENT)




<PAGE>


                               UNITEDHEALTH GROUP
                      DIRECTORS' COMPENSATION DEFERRAL PLAN
                                (2002 STATEMENT)

                                TABLE OF CONTENTS

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SECTION 1.            INTRODUCTION AND DEFINITIONS................................................................1

                      1.1.     Establishment of Plan
                      1.2.     Definitions
                               1.2.1.       Account
                               1.2.2.       Annual Valuation Date
                               1.2.3.       Beneficiary
                               1.2.4.       Board Compensation
                               1.2.5.       Board of Directors or Board
                               1.2.6.       Code
                               1.2.7.       Committee
                               1.2.8.       Effective Date
                               1.2.9.       Participant
                               1.2.10.      Plan
                               1.2.11.      Plan Statement
                               1.2.12.      Plan Year
                               1.2.13.      Termination of Directorship
                               1.2.14.      UnitedHealth Group or UHG
                               1.2.15.      Valuation Date

SECTION 2.            ELIGIBILITY TO PARTICIPATE..................................................................2


SECTION 3.            COMPENSATION DEFERRAL OPTION................................................................3

                      3.1.     Option to Defer Board Compensation
                               3.1.1.       Amount of Deferrals
                               3.1.2.       Crediting to Accounts
                               3.1.3.       No Matching Credits
                      3.2.     Discretionary Supplements from UnitedHealth Group
                      3.3.     Credits Limited to Outside Directors

SECTION 4.            CREDITS FROM MEASURING INVESTMENTS..........................................................4

                      4.1.     Designation of Measuring Investments
                      4.2.     UnitedHealth Group Stock as Measuring Investment
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                      4.3.     Operational Rules for Measuring Investments
                      4.4.     Measuring Investments and Rules to be Identical to Executive Savings Plan

SECTION 5.            OPERATIONAL RULES...........................................................................5

                      5.1.     Operational Rules for Deferrals
                      5.2.     Establishment of Accounts
                      5.3.     Accounting Rules

SECTION 6.            VESTING OF ACCOUNTS.........................................................................5


SECTION 7.            SPENDTHRIFT PROVISION.......................................................................5


SECTION 8.            DISTRIBUTIONS...............................................................................6

                      8.1.     Time of Distribution to Participant
                               8.1.1.       General Rule
                               8.1.2.       No Application for Distribution Required
                      8.2.     Form of Distribution
                      8.3.     Election of Form of Distribution by Participant
                               8.3.1.       Election at Initial Enrollment
                               8.3.2.       Default Election of Form of Distribution
                               8.3.3.       Periodic Re-Election
                      8.4. Payment to Beneficiary Upon Death of Participant
                               8.4.1.       Payment to Beneficiary When Death Occurs Before Termination of
                                            Directorship
                               8.4.2.       Payment to Beneficiary When Death Occurs After Termination of
                                            Directorship
                               8.4.3.       Beneficiary Must Apply for Distribution
                               8.4.4.       Election of Measuring Investments by Beneficiaries
                      8.5.      Designation of Beneficiaries
                               8.5.1.       Right to Designate
                               8.5.2.       Failure of Designation
                               8.5.3.       Disclaimers by Beneficiaries
                               8.5.4.       Definitions
                               8.5.5.       Special Rules
                      8.6.     Death Prior to Full Distribution
                      8.7.     Facility of Payment
                      8.8.     In-Service Distributions
                               8.8.1.       Pre-Selected In-Service Distributions
                               8.8.2.       On Demand In-Service Distributions
                               8.8.3.       In-Service Distribution for Financial Hardship
                      8.9.     Distributions in Cash
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SECTION 9.            FUNDING OF PLAN............................................................................15

                      9.1.     Unfunded Plan
                      9.2.     Corporate Obligation

SECTION 10.           AMENDMENT AND TERMINATION..................................................................15

                      10.1.    Amendment and Termination
                      10.2.    No Oral Amendments
                      10.3.    Plan Binding on Successors

SECTION 11.           DETERMINATIONS-- RULES AND REGULATIONS.....................................................16

                      11.1.    Determinations
                      11.2.    Rules and Regulations
                      11.3.    Method of Executing Instruments
                      11.4.    Claims Procedure
                               11.4.1.      Original Claim
                               11.4.2.      Review of Denied Claim
                               11.4.3.      General Rules
                      11.5.    Limitations and Exhaustion
                               11.5.1.      Limitations
                               11.5.2.      Exhaustion Required

SECTION 12.           PLAN ADMINISTRATION........................................................................19

                      12.1.    Officers
                      12.2.    Chief Executive Officer
                      12.3.    Board of Directors
                      12.4.    Committee
                      12.5.    Delegation
                      12.6.    Conflict of Interest
                      12.7.    Service of Process
                      12.8.    Expenses
                      12.9.    Certifications
                      12.10.   Errors in Computations

SECTION 13.           CONSTRUCTION...............................................................................21

                      13.1.    Applicable Laws
                               13.1.1.      ERISA Status
                               13.1.2.      IRC Status
                               13.1.3.      References to Laws
                      13.2.    Effect on Other Plans
                      13.3.    Disqualification
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                      13.4.    Rules of Document Construction
                      13.5.    Choice of Law

SCHEDULE I -          MEASURING INVESTMENTS....................................................................SI-1
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                               UNITEDHEALTH GROUP
                      DIRECTORS' COMPENSATION DEFERRAL PLAN
                                (2002 STATEMENT)



                                    SECTION 1

                          INTRODUCTION AND DEFINITIONS

1.1. ESTABLISHMENT OF PLAN. Effective January 1, 2002, UNITEDHEALTH GROUP
INCORPORATED, a Minnesota corporation (hereinafter sometimes referred to as
"UnitedHealth Group"), as plan sponsor, hereby establishes a nonqualified,
unfunded, deferred compensation plan for the benefit of certain members of its
Board of Directors.

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 UnitedHealth Group 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 and 4 and from which are
subtracted payments made pursuant to Section 8.

            1.2.2. ANNUAL VALUATION DATE -- each December 31.

            1.2.3. 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.

            1.2.4. BOARD COMPENSATION -- Board retainer fees, Board meeting fees
and Board committee fees but not stock options or other stock-based
compensation. The Committee may designate prospectively that other pay is
included in Board Compensation.

            1.2.5. BOARD OF DIRECTORS or BOARD -- the Board of Directors of
UnitedHealth Group or its successor, and any properly authorized committee of
the Board of Directors.

            1.2.6. CODE -- the Internal Revenue Code of 1986, as amended.

            1.2.7. COMMITTEE -- the Compensation and Human Resources Committee
of the Board of Directors (also known as the "Compensation Committee").

            1.2.8. EFFECTIVE DATE -- January 1, 2002.


<PAGE>

            1.2.9. PARTICIPANT -- a member of the Board of Directors of
UnitedHealth Group who has elected to defer compensation under Section 3. A
director 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.

            1.2.10. PLAN -- the nonqualified, unfunded, deferred compensation
program maintained by UnitedHealth Group for the benefit of Participants
eligible to participate therein, as set forth in this Plan Statement. (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 Directors' Compensation
Deferral Plan."

            1.2.11. PLAN STATEMENT -- this document entitled "UnitedHealth Group
Directors' Compensation Deferral Plan (2002 Statement)" as adopted by the Board
of Directors and generally effective as of January 1, 2002, as the same may be
amended from time to time thereafter.

            1.2.12. PLAN YEAR -- the twelve (12) consecutive month period ending
on any Annual Valuation Date.

            1.2.13. TERMINATION OF DIRECTORSHIP -- a complete severance of a
Participant's membership on the Board of Directors of UnitedHealth Group for any
reason other than the Participant's death.

            1.2.14. UNITEDHEALTH GROUP OR UHG -- UNITEDHEALTH GROUP
INCORPORATED, a Minnesota corporation, or any successor thereto.

            1.2.15. VALUATION DATE -- any day that the U.S. securities markets
are open and conducting business.

                                    SECTION 2

                           ELIGIBILITY TO PARTICIPATE

Each member of the Board of Directors of UnitedHealth Group as of the initial
adoption of this Plan who is not an employee of UnitedHealth Group or any
affiliate shall be eligible to become a Participant in this Plan as of January
1, 2002. Each person who later becomes a member of the Board and is not then an
employee of UnitedHealth Group or any affiliate shall be eligible to become a
Participant in this Plan as of such member's election to the Board. Each person
(a) who is both a member of the Board and an employee of UnitedHealth Group or
any affiliate, and (b) who later ceases to be so employed but continues as a
member of the Board, shall be eligible to become a Participant in this Plan as
of such cessation of employment.



                                      -2-
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                                    SECTION 3

                          COMPENSATION DEFERRAL OPTION

3.1. OPTION TO DEFER BOARD COMPENSATION.

            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 by the December 15 preceding
the first day of such Plan Year (or such other date before the first day of such
Plan Year as the Committee may designate). 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.

            3.1.2. CREDITING TO ACCOUNTS. The Committee shall cause to be
credited to the Account of each Participant the amount, if any, of such
Participant's voluntary deferrals of Board Compensation under Section 3.1.1.
Such amount shall be credited as soon as administratively feasible following the
time such Board Compensation would otherwise have been paid to the Participant.

            3.1.3. NO MATCHING CREDITS. No matching amounts shall be credited
for deferrals of Board Compensation under Section 3.1.1.

3.2. DISCRETIONARY SUPPLEMENTS FROM UNITEDHEALTH GROUP. Upon written notice to
one or more Participants and to the Committee, 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 6, such notice may also establish vesting
rules for such amounts, in which case separate Accounts shall be established for
such amounts for such Participants.

3.3. CREDITS LIMITED TO OUTSIDE DIRECTORS. No Participant who becomes an
employee of UnitedHealth Group or any affiliate shall be eligible to receive
credits under this Section 3 while such an employee.



                                       -3-
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                                    SECTION 4

                       CREDITS FROM MEASURING INVESTMENTS

4.1. DESIGNATION OF MEASURING INVESTMENTS. Through a voice response system (or
other written or electronic means) approved by the Committee, 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 UnitedHealth Group under the
Plan, and UnitedHealth Group is not required to purchase such investments. The
Measuring Investments as of January 1, 2002 are listed in Schedule I to the Plan
Statement. Schedule I to the Plan Statement may be revised and amended by the
Committee, in its discretion, from time to time.

4.2. 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 the common stock of UnitedHealth Group as reported on the New York
Stock Exchange composite tape on the applicable Valuation Date.

4.3. OPERATIONAL RULES FOR MEASURING INVESTMENTS. The Committee may 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.

4.4. MEASURING INVESTMENTS AND RULES TO BE IDENTICAL TO EXECUTIVE SAVINGS PLAN.
Unless the Committee specifies otherwise, the Measuring Investments and
operational rules for this Plan shall be identical to those under the
UnitedHealth Group Executive Savings Plan and any change to the Measuring
Investments or operational rules under the Executive Savings Plan shall
automatically apply to this Plan.



                                       -4-
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                                    SECTION 5

                                OPERATIONAL RULES

5.1. OPERATIONAL RULES FOR DEFERRALS. A Participant's election to defer Board
Compensation under Section 3 shall be "evergreen" and shall remain in effect
until changed by the Participant for a future Plan Year as specified in Section
3.1.1.

5.2. ESTABLISHMENT OF ACCOUNTS. There shall be established for each Participant
an unfunded, bookkeeping Account which shall be adjusted each Valuation Date.

5.3. ACCOUNTING RULES. The Committee may adopt (and revise) accounting rules for
the Accounts.

                                    SECTION 6

                               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 discretionary
supplements of UnitedHealth Group under Section 3.2 and any early distribution
penalties that may apply under Section 8).

                                    SECTION 7

                              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 UnitedHealth Group, nor shall the Committee 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)
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 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
Committee.



                                       -5-
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                                    SECTION 8

                                  DISTRIBUTIONS

8.1. TIME OF DISTRIBUTION TO PARTICIPANT.

            8.1.1. GENERAL RULE. A Participant's Account shall be distributable
upon the Termination of Directorship of the Participant.

            8.1.2. NO APPLICATION FOR DISTRIBUTION REQUIRED. A Participant's
Account shall be distributed automatically following the Participant's
Termination of Directorship. A Participant shall not be required to apply for
distribution.

8.2. FORM OF DISTRIBUTION. As determined under the rules of Section 8.3,
distribution of the Participant's Account shall be made in one of the following
forms:

            (a)            IMMEDIATE LUMP SUM. In the form of a single lump sum.
                           The amount of such distribution shall be determined
                           as of the January 31 immediately 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
                           following February).

            (b)            INSTALLMENTS. In the form of a series of 5 or 10
                           annual installments, subject to the following rules:

                           (i)      GENERAL RULE. The amount of the first
                                    installment will be determined as of the
                                    January 31 immediately following the Plan
                                    Year in which occurs the Participant's
                                    Termination of Directorship and the amount
                                    of future installments will be determined as
                                    of each following January 31. The amount of
                                    each installment shall be determined by
                                    dividing the Account balance as of the
                                    January 31 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
                                    following February).

                           (ii)     IMMEDIATE ACCELERATED PAYMENT. A Participant
                                    who has elected 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
                                    Account (but not part thereof) for any
                                    reason; provided, however, that the Account
                                    balance will be reduced by a penalty of 10%,
                                    and the Participant



                                      -6-
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                                    will receive 90% of the Account balance. The
                                    penalty of 10% of the Account balance will
                                    be forfeited to UnitedHealth Group to be
                                    used as the Committee determines in its
                                    discretion. The amount of such distribution
                                    will be determined as of the Valuation Date
                                    coincident with or next following receipt of
                                    the request by the Committee and shall be
                                    actually paid to the Participant as soon as
                                    practicable after such determination.

            (c)            DELAYED LUMP SUM. In the form of a single lump sum
                           following the tenth (10th) 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 of the
                                    January 31 immediately 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
                                    January 31.

                           (ii)     IMMEDIATE ACCELERATED PAYMENT. A Participant
                                    who has elected the delayed lump sum
                                    distribution 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 lump sum distribution of the
                                    Account before the tenth (10th) anniversary
                                    of the Participant's Termination of
                                    Directorship; provided, however, that the
                                    Account balance will be reduced by a penalty
                                    of 10%, and the Participant will receive 90%
                                    of the Account balance. The penalty of 10%
                                    of the Account balance will be forfeited to
                                    UnitedHealth Group to be used as the
                                    Committee determines in its discretion.

                           (iii)    DELAYED ACCELERATED PAYMENT. A Participant
                                    who has elected the delayed lump sum
                                    distribution option may, after Termination
                                    of Directorship, make a one-time election
                                    through a voice response system (or other
                                    written or electronic means), approved by
                                    the Committee to receive either a lump sum
                                    distribution of the 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 (10th)
                                            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



                                      -7-
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                                            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 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 Account before the
                                            tenth (10th) 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).

8.3. ELECTION OF FORM OF DISTRIBUTION BY PARTICIPANT.

            8.3.1. ELECTION AT INITIAL ENROLLMENT. Through a voice response
system (or other written or electronic means) approved by the Committee, each
Participant shall elect at the time of initial enrollment in the Plan whether
distribution shall be made (as described in Section 8.2) in either (i) an
immediate lump sum, (ii) 5 or 10 annual installments, or (iii) a delayed lump
sum following the tenth (10th) anniversary of the Participant's Termination of
Directorship.

            8.3.2. 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).

            8.3.3. PERIODIC RE-ELECTION. Through a voice response system (or
other written or electronic means) approved by the Committee, initial and
default distribution elections may be changed by the Participant, provided that:

            (a)            no change shall 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 change shall not be effective), and

            (b)            no change may be filed within twelve (12) months
                           after the initial election (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.



                                      -8-
<PAGE>

8.4. PAYMENT TO BENEFICIARY UPON DEATH OF PARTICIPANT.

            8.4.1. PAYMENT TO BENEFICIARY WHEN DEATH OCCURS BEFORE TERMINATION
OF DIRECTORSHIP. If a Participant dies before Termination of Directorship, such
Participant's Beneficiary will receive payment of the Participant's Account at
the same time and in the same form the Participant would have received if the
Participant had experienced a Termination of Directorship on the date of death.

            8.4.2. PAYMENT TO BENEFICIARY WHEN DEATH OCCURS AFTER TERMINATION OF
DIRECTORSHIP. If a Participant dies after a Termination of Directorship, 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.

            8.4.3. 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 Committee and such
application shall have been approved by the Committee.

            8.4.4. 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 4. The Committee may adopt (and revise) rules to govern
designations of Measuring Investments by Beneficiaries. Unless changed by the
Committee, 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.

8.5. DESIGNATION OF BENEFICIARIES.

            8.5.1. RIGHT TO DESIGNATE. Each Participant may designate, upon
forms to be furnished by and filed with the Committee (or through other means
approved by the Committee), 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 Committee during the
Participant's lifetime.

            8.5.2. FAILURE OF DESIGNATION. If a Participant:

            (a)            fails to designate a Beneficiary,



                                      -9-
<PAGE>

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

            (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.

            8.5.3. 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 Committee 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 Committee. A disclaimer shall be considered to be delivered to
the Committee only when actually received by the Committee. The Committee 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 Committee.

            8.5.4. 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);



                                      -10-
<PAGE>

            (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.

            8.5.5. 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
                           8.5.2 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 Committee after the date of the legal
                           termination of the marriage between the Participant
                           and such former spouse, and during the Participant's
                           lifetime.)



                                      -11-
<PAGE>


            (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 Committee shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.

8.6. 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).

8.7. 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 Committee 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 Committee, in its 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 Committee, in its 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
UnitedHealth Group therefor.

8.8. IN-SERVICE DISTRIBUTIONS.

            8.8.1. PRE-SELECTED IN-SERVICE DISTRIBUTIONS. Each Participant has a
one-time opportunity, when initially enrolling in the Plan, to elect that
distribution be made to such Participant on one or more in-service distribution
dates prior to Termination of Directorship or death under the following rules:



                                      -12-
<PAGE>

            (a)            Through a voice response system (or other written or
                           electronic means) approved by the Committee, the
                           Participant may request a pre-selected in-service
                           distribution.

            (b)            No such distribution will be made before January 1 of
                           the year that follows the third full Plan Year after
                           the Participant first enrolled.

            (c)            Only one such in-service distribution will be made in
                           any Plan Year.

            (d)            Through a voice response system (or other written or
                           electronic means) approved by the Committee, the
                           Participant may request only once that any
                           pre-selected distribution date be extended. The
                           Participant must file the extension request with the
                           Committee at least twelve (12) months before the
                           scheduled date of distribution.

            (e)            Through a voice response system (or other written or
                           electronic means) approved by the Committee, the
                           Participant may request that any pre-selected
                           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.

            (f)            The distribution amount shall be determined as of the
                           Valuation Date coincident with or next following the
                           pre-selected distribution date and shall be actually
                           paid as soon as practicable after such determination.

            (g)            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.

            8.8.2. ON DEMAND IN-SERVICE DISTRIBUTIONS.

            (a)            ELECTION. Through a voice response system (or other
                           written or electronic means) approved by the
                           Committee, a Participant may elect to receive all or
                           a portion of such Participant's Account prior to
                           Termination of Directorship for any reason; provided,
                           however, that the requested distribution amount will
                           be reduced by a penalty equal to 10% of the requested
                           amount, and the Participant will receive 90% of the
                           requested amount. The penalty of 10% of the requested
                           amount will be forfeited to UnitedHealth Group to be
                           used as the Committee determines in its discretion.

            (b)            DISTRIBUTION AMOUNT. The amount of such distribution
                           shall be determined as of the Valuation Date
                           coincident with or next following receipt of the
                           request by the Committee and shall be actually paid
                           to the Participant as soon as practicable after such
                           determination.



                                      -13-
<PAGE>

            (c)            SUSPENSION RULE. If a Participant receives such a
                           distribution, 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 until the enrollment
                           period for the Plan Year that begins at least six (6)
                           months after such distribution.

            8.8.3. 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 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 amount of such distribution
                           shall be determined as of the Valuation Date next
                           preceding approval of the request by the Committee
                           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
                           until the enrollment period for the Plan Year that
                           begins at least six (6) months after such
                           distribution.



                                      -14-
<PAGE>

8.9. DISTRIBUTIONS IN CASH. All distributions from this Plan shall be made in
cash.

                                    SECTION 9

                                 FUNDING OF PLAN

9.1. UNFUNDED PLAN. The obligation of UnitedHealth Group to make payments under
the Plan constitutes only the unsecured (but legally enforceable) promises of
UnitedHealth Group to make such payments. No Participant shall have any lien,
prior claim or other security interest in any property of UnitedHealth Group.
UnitedHealth Group 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 shall remain the sole and exclusive
property of UnitedHealth Group. UnitedHealth Group shall be obligated to pay the
cost of the Plan out of its 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
UnitedHealth Group to Participants in the Plan and shall not be construed to
impose on UnitedHealth Group the obligation to create any separate fund for
purposes of the Plan.

9.2. CORPORATE OBLIGATION. Neither any officer of UnitedHealth Group nor any
member of the Committee 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 UnitedHealth Group 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 this Plan by reason of the
insolvency of UnitedHealth Group.

                                   SECTION 10

                            AMENDMENT AND TERMINATION

10.1. AMENDMENT AND TERMINATION. The Committee 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:



                                      -15-
<PAGE>

            (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 Directorship
                           as of the effective date of such amendment, shall not
                           be, without the written consent of the Participant,
                           diminished or delayed by such amendment.

            (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.

10.2. NO ORAL AMENDMENTS. No oral representation concerning the interpretation
or effect of the Plan Statement shall be effective to amend the Plan Statement.
No amendment of the Plan Statement shall be effective unless it is in writing
and signed on behalf of the Committee by a person authorized to execute such
writing. No termination of the 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.

10.3. 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 11

                     DETERMINATIONS -- RULES AND REGULATIONS

11.1. DETERMINATIONS. The Committee shall make such determinations as may be
required from time to time in the administration of the Plan. The Committee
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.

11.2. RULES AND REGULATIONS. Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Committee.

11.3. METHOD OF EXECUTING INSTRUMENTS. Information to be supplied or written
notices to be made or consents to be given by the Committee pursuant to any
provision of the Plan Statement may be signed in the name of the Committee by
any officer who has been authorized to make such certification or to give such
notices or consents.



                                      -16-
<PAGE>



11.4. CLAIMS PROCEDURE. The claims procedure set forth in this Section 11.4
shall be the exclusive administrative procedure for the disposition of claims
for benefits arising under the Plan.

            11.4.1. ORIGINAL CLAIM. Any person may, if he or she so desires,
file with the Committee a written claim for benefits under the Plan. Within
ninety (90) days after the filing of such a claim, the Committee 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 Committee
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.

            11.4.2. 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 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 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 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 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.

            11.4.3. 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
                           Committee may require that any claim for benefits and
                           any request for a review of a denied claim be filed
                           on forms to be furnished by the Committee upon
                           request.



                                      -17-
<PAGE>

            (b)            All decisions on original claims and all decisions on
                           requests for a review of denied claims shall be made
                           by the Committee.

            (c)            The Committee may, in its 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 Committee reserves 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 Committee on a claim and a
                           decision of the 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
                           Committee.

            (g)            The Committee may permanently or temporarily delegate
                           its responsibilities under this claims procedure to
                           an individual or a committee of individuals.

11.5. LIMITATIONS AND EXHAUSTION.

            11.5.1. LIMITATIONS. No claim shall be considered under these
administrative procedures unless it is filed with the Committee 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
Committee without regard to the merits of the claim. No legal action (whether
arising under any statute or non-statutory law) may be brought by any claimant
on any matter pertaining to the Plan unless the legal action is commenced in the
proper forum before the earlier of:

            (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



                                      -18-
<PAGE>

claims to derive an entitlement by reference to a Participant) for the purpose
of applying the one (1) year and two (2) year periods.

            11.5.2. EXHAUSTION REQUIRED. The exhaustion of these administrative
procedures is mandatory for resolving every claim and dispute arising under the
Plan. 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 any 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 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 12

                               PLAN ADMINISTRATION

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

12.2. CHIEF EXECUTIVE OFFICER. Except as hereinafter provided, the Chief
Executive Officer of UnitedHealth Group 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 he or she
may from time to time deem advisable.

12.3. BOARD OF DIRECTORS. Notwithstanding the foregoing, the Board of Directors
shall have the sole authority to terminate the Plan.

12.4.       COMMITTEE.  The Committee 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
                           Plan; notify UnitedHealth Group of any action taken
                           by the Committee and, when required, notify any other
                           interested person or persons;



                                      -19-
<PAGE>

            (b)            determine from the records of UnitedHealth Group the
                           compensation, status and other facts regarding
                           Participants;

            (c)            prescribe forms to be used for distributions,
                           notifications, etc., as may be required in the
                           administration of the Plan;

            (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 Plan 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 Plan
                           not specifically referred to in this section;

            (g)            provide adequate notice in writing to any claimant
                           whose claim for benefits under the Plan 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 members of the Committee or employees of
                           UnitedHealth Group, such functions assigned to the
                           Committee hereunder as it may from time to time deem
                           advisable.

If there shall at any time be three (3) or more members of the Committee serving
hereunder who are qualified to perform a particular act, the same may be
performed, on behalf of all, by a majority of those qualified, with or without
the concurrence of the minority. No person who failed to join or concur in such
act shall be held liable for the consequences thereof.

12.5. DELEGATION. The Board of Directors and the members of the Committee 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.

12.6. CONFLICT OF INTEREST. If any individual to whom authority has been
delegated or redelegated hereunder shall also be a Participant in the Plan, such
Participant shall have no authority with respect to any matter specially
affecting such Participant's individual rights hereunder (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.

12.7. SERVICE OF PROCESS. In the absence of any designation to the contrary by
the Committee, the General Counsel of UnitedHealth Group is designated as the
appropriate and



                                      -20-
<PAGE>

exclusive agent for the receipt of process directed to this Plan in any legal
proceeding, including arbitration, involving the Plan.

12.8. EXPENSES. The expenses of administering this Plan shall be payable out of
the trust fund, if any, established for this Plan except to the extent that
UnitedHealth Group, in its discretion, directly pays the expenses. If no such
trust fund exists, UnitedHealth Group shall pay such expenses.

12.9. CERTIFICATIONS. Information to be supplied or written notices to be made
or consents to be given by the Committee pursuant to any provision of this Plan
Statement may be signed in the name of the Committee by any officer who has been
authorized to make such certification or to give such notices or consents.

12.10. ERRORS IN COMPUTATIONS. UnitedHealth Group shall not 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 UnitedHealth
Group and used by the Committee in determining the benefit. The Committee 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).

                                   SECTION 13

                                  CONSTRUCTION

13.1. APPLICABLE LAWS.

            13.1.1. ERISA STATUS. Since no employee of UnitedHealth Group or any
affiliate may actively participate in this Plan (see Sections 2 and 3.3), this
Plan is not subject to regulation under the Employee Retirement Income Security
Act of 1974 ("ERISA").

            13.1.2. IRC STATUS. The Plan is intended to be a nonqualified,
unfunded, deferred compensation arrangement.

            13.1.3. 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.



                                      -21-
<PAGE>

13.2. EFFECT ON OTHER PLANS. This Plan Statement shall not alter, enlarge or
diminish any person's rights or obligations under any other benefit plan for
members of the Board of Directors.

13.3. 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
Committee shall determine whether the killing was felonious and intentional for
this purpose.

13.4. 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 Plan and
                           any other plan maintained in whole or in part by
                           UnitedHealth Group.

13.5. 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 be construed and enforced in accordance with the laws of the State of
Minnesota.

This Plan Statement was approved by the Board of Directors on October 30, 2001.

                                        UNITEDHEALTH GROUP
                                        INCORPORATED


                                        By:
                                           ------------------------------------
                                           David J. Lubben, General Counsel and
                                           Secretary



                                      -22-
<PAGE>

                                   SCHEDULE I

                              MEASURING INVESTMENTS

A. MEASURING INVESTMENTS AS OF JANUARY 1, 2002. The following are the Measuring
Investments as of January 1, 2002:

            1.             One-Choice Conservative-- American Century Strategic
                           Allocation: Conservative Fund

            2.             One-Choice Moderate-- American Century Strategic
                           Allocation: Moderate Fund

            3.             One-Choice Aggressive-- American Century Strategic
                           Allocation: Aggressive Fund

            4.             Bond Index -- Vanguard Total Bond Market Index Fund

            5.             S & P 500 Index-- First American Index Fund

            6.             Wilshire 4500 Index-- Vanguard Extended Market Index
                           Fund

            7.             Money Market -- First American Prime Obligations Fund

            8.             Stable Value -- Wells Fargo Stable Income Fund

            9.             Bond -- Loomis Sayles Bond Fund

            10.            Large-Cap -- Dodge & Cox Stock Fund

            11.            Large-Cap Growth -- Alliance Premier Growth Fund

            12.            Mid-Cap Value -- Sound Share 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



                                      SI-1
<PAGE>

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 default Measuring Investment shall be the American Century Strategic
Allocation Conservative Fund.



                                      SI-2