EX-10.4






Exhibit 10.4




SECOND AMENDMENT




OF




UNITEDHEALTH GROUP




DIRECTORS’ COMPENSATION DEFERRAL PLAN




(2002 Statement)




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



WHEREAS, Said Plan is currently embodied in a document adopted on October 30, 2001, and
entitled “UNITEDHEALTH GROUP DIRECTORS’ COMPENSATION DEFERRAL PLAN (2002 Statement)” and as amended
by a First Amendment adopted on March 8, 2004 (hereinafter collectively referred to as the “Plan
Statement); and



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



WHEREAS, UnitedHealth Group desires to amend the Plan Statement to provide for the following:
(i) to bring the Plan into compliance with the requirements of section 409A of the Internal Revenue
Code, and (ii) to make other clarifying or administrative changes.



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



1. COMPLIANCE WITH SECTION 409A-DEFERRAL ELECTIONS. Effective for deferral elections made for Plan
Years beginning on or January 1, 2005, Section 3.1.1 of the Plan Statement is amended to read in
full as follows:



3.1.1. Amount of Deferrals. Through a voice response system (or other written or electronic
means) approved by the Committee, a Participant may elect to defer between (and including) 1% and
100% of such Participant’s Board Compensation for Board services for a Plan Year. The Committee
may establish prospectively other percentage limits. To be effective for a Plan Year, the deferral
election must be received by the Committee or its designee prior to the first day of the Plan Year
(or such earlier deadline designated by the Committee or its designee); provided, however, for a
person who is first elected to the Board after the beginning of the Plan Year, the deferral
election must be received by the Committee within 30 days after the first day of such eligibility,
and, if so received, the deferral election shall be effective as soon as administratively feasible
following such receipt. Such deferral election shall be irrevocable and shall remain in effect
until changed or rescinded. Prior to the beginning of any subsequent the Plan Year, a Participant
may irrevocably elect through a voice response system (or other written or electronic means)
approved by the Committee to change an earlier election by providing a new deferral election to the
Committee or its designee. The new deferral election shall become effective on the first day of
the subsequent Plan Year.



2. MEASURING INVESTMENTS. Effective as of January 1, 2007, the third sentence of Section 4.1 of
the Plan Statement is amended to read in full as follows:



The Measuring Investments as of January 1, 2007 are listed in Schedule I to the Plan Statement.



3. COMPLIANCE WITH SECTION 409A OF THE CODE. Effective for all distributions made on or after
January 1, 2005, Section 8.1 of the Plan Statement shall be amended by adding thereto the following
new Section 8.1.3:



8.1.3. Distribution to Key Employees. Notwithstanding any other provision of the Plan
Statement, in the event that a Participant in the Plan is determined to be a “key employee” (as
that term is defined under section 409A of the Code), any distribution to the Participant on
account of the Participant’s separation from service shall be delayed as necessary to comply with
the requirements of section 409A of the Code.



4. COMPLIANCE WITH SECTION 409A-DEADLINE FOR MAKING DISTRIBUTION ELECTION. Effective for Plan
Years beginning on or January 1, 2005, the third sentence of Section 8.4.3 of the Plan Statement
shall be amended to read in full as follows:



To be effective for deferrals for a Plan Year, the new distribution election must be received by
the Committee or its designee prior to the first day of the Plan Year (or such earlier deadline
designated by the Committee or its designee).



5. COMPLIANCE WITH SECTION 409A-CHANGES IN PRIOR DISTRIBUTION ELECTION. Effective for Plan Years
beginning on or January 1, 2005, Section 8.4.4(c) of the Plan Statement shall be amended to read in
full as follows:




	 	(c)	 	In General. Notwithstanding the foregoing, any new distribution election
shall be disregarded as if it had never been filed (and the prior effective
distribution election shall be given effect) unless the distribution election:






	 	(i)	 	is filed by a Participant who is still
performing Board services,






	 	(ii)	 	is filed with the Committee at least twelve
(12) months before the Participant’s scheduled distribution date
following the Participant’s Termination of Directorship or, if
applicable, the Participant’s specified payment date,






	 	(iii)	 	is filed at least twelve (12) months after the
initial distribution election for the Participant’s Pre-2004 Account
(or, if one or more prior changes has been filed, within twelve (12)
months after the latest of such changes was filed), or is filed at
least twelve (12) months after the initial distribution election for
the specified portion of the Participant’s Post-2003 Account (or, if
one or more prior changes has been filed, within twelve (12) months
after the latest of such changes was filed), and






	 	(iv)	 	if the new distribution election is filed with
respect to the Participant’s Post-2003 Account, such election shall not
be effective for twelve (12) months after it is filed with the
Committee.






No spouse, former spouse, Beneficiary or other person shall have any right
to participate in the Participant’s decision to revise distribution
elections. Notwithstanding the foregoing, the Committee shall interpret all
provisions of this Plan relating to the change of any distribution election
with respect to the Participant’s Post-2003 Account in a manner that is
consistent with section 409A of the Code and the regulations and other
guidance issued thereunder. Accordingly, if the Committee determines that a
requested revision to a distribution election is inconsistent with
section 409A of the Code or other applicable tax law, the request shall not
be effective.



6. COMPLIANCE WITH SECTION 409A-TERMINATION. Effective for Plan Years beginning on or after
January 1, 2005, Section 10.1 of the Plan Statement shall be amended to read in full as follows:



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:




	 	(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. To the extent permissible under section 409A of the
Code and related treasury regulations and guidance, if the Board of Directors
terminates the Plan completely with respect to all Participants, the Board shall have
the right, in its sole discretion, and notwithstanding any elections made by
Participants, to immediately pay all benefits in a lump sum following such Plan
termination.





7. SCHEDULE I. Effective for Plan Years beginning on or after January 1, 2007, Schedule I to the
Plan Statement is amended by substituting therefore the Schedule I attached to this amendment.



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



	 	 	 
	Dated:      , 2006.

	 	UNITEDHEALTH GROUP INCORPORATED
	 
	 	 
	
 
	 	By:
	
 
	 	 






1




SCHEDULE I




MEASURING INVESTMENTS




A. Measuring Investments as of January 1, 2007. The following are the Measuring Investments
on or after January 1, 2007:




	 	1.	 	Dodge & Cox Income Fund






	 	2.	 	Dodge & Cox Stock Fund






	 	3.	 	EuroPacific Growth Fund (Class R-5)






	 	4.	 	The Hartford MidCap Fund (Class Y)






	 	5.	 	Victory Institutional Stock Fund






	 	6.	 	Rice, Hall James Micro Cap Portfolio (Institutional Shares)






	 	7.	 	Vanguard® Institutional Index Fund (Institutional Plus Shares)






	 	8.	 	Vanguard® Mid-Cap Index Fund (Institutional Shares)






	 	9.	 	Vanguard® Prime Money Market (Institutional Shares)






	 	10.	 	Vanguard® Small-Cap Index Fund (Institutional Shares)






	 	11.	 	Wells Fargo Advantage Conservative Allocation Fund (Administrator Class)






	 	12.	 	Wells Fargo Advantage Growth Balanced Fund (Administrator Class)






	 	13.	 	Wells Fargo Advantage Aggressive Allocation Fund (Administrator Class)






	 	14.	 	Wells Fargo Strategic Advantage Stable Income Fund (Administrator Class)





B. Measuring Investments on or after August 1, 2002 and Prior to January 1, 2007. The
following are the Measuring Investments on or after August 1, 2002 and prior to January 1, 2007:




	 	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)





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




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






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






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






	 	4.	 	Bond Index — Vanguard Total Bond Market Index Fund






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






	 	6.	 	Wilshire 4500 Index — Vanguard Extended Market Index Fund






	 	7.	 	Money Market — First American Prime Obligations Fund






	 	8.	 	Stable Value — Wells Fargo Stable Income Fund






	 	9.	 	Bond — Loomis Sayles Bond Fund






	 	10.	 	Large-Cap — Dodge & Cox Stock Fund






	 	11.	 	Large-Cap Growth — Alliance Premier Growth Fund






	 	12.	 	Mid-Cap Value — Sound Shore Fund






	 	13.	 	Mid-Cap Growth — Wanburg Pincus Emerging Growth Fund






	 	14.	 	International Value — Templeton Foreign Fund






	 	15.	 	International Growth — American Century International Growth Fund






	 	16.	 	Small-Cap Value — Loomis Sayles Small-Cap Value Fund






	 	17.	 	Small-Cap Growth — Loomis Sayles Small-Cap Growth Fund






	 	18.	 	Mid-Cap Growth — PBHG Growth Fund (Note: Effective January 15, 2004, this
fund is closed)





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




	 	(i)	 	On or After January 1, 2006. For all amounts credited to the Participant’s
Account on or after January 1, 2006, the default Measuring Investment shall be the
Wells Fargo Advantage Conservation Allocation Fund.






	 	(ii)	 	On or After August 1, 2002 and Prior to January 1, 2006. For all amounts
credited to the Participant’s Account on or after August 1, 2002 and prior to
January 1, 2006, the default Measuring Investment shall be the Wells Fargo Strategic
Income Fund.






	 	(iii)	 	Prior to August 1, 2002. For all amounts credited to the Participant’s
Account prior to August 1, 2002, the default Measuring Investment shall be the
American Century Strategic Allocation Conservative Fund.






2