UnitedHealth Group (UNH)

ELIGIBILITY TO PARTICIPATE

2.1. Selection for Participation in the Plan. Only employees who are in an Eligible Grade Level, who are selected for participation in this Plan by the Executive Vice President, Human Capital (or, for a Section 16 Officer, by the Board of Directors) and who are notified that they are selected for participation shall be eligible to become a Participant in this Plan. The Executive Vice President, Human Capital shall not select any employee for participation unless the Executive Vice President, Human Capital determines that such employee is a member of a select group of management or highly compensated employees (as that expression is used in ERISA).

2.2. Enrollment Requirements. As a condition to participation, each selected employee who is eligible to participate in this Plan as of the first day of a Plan Year shall complete, execute and return to the Executive Vice President, Human Capital or his or her designee an election form prior to the first day of such Plan Year, or such earlier deadline as may be established by the Executive Vice President, Human Capital or his or her designee.

Notwithstanding the foregoing, a selected employee who first becomes eligible to participate in this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes section 409A of the Code) after the first day of a Plan Year must complete these requirements within thirty (30) days after such employee first becomes eligible to participate in this Plan, or within such earlier deadline as may be established by the Executive Vice President, Human Capital, in his or her sole discretion, in order to participate for such period. In such event, such employee’s participation in this Plan shall not commence earlier than thirty (30) days after he or she is notified of eligibility to participate in this Plan, and such employee shall not be permitted to defer under this Plan any portion of the employee’s base salary or Incentive Award that are paid (or earned) with respect to services performed prior to the employee’s participation commencement date, except to the extent permissible under section 409A of the Code and the regulations issued thereunder.

Each selected employee who is eligible to participate in this Plan shall commence participation in this Plan only after the employee has met all enrollment requirements set forth in this Plan Statement and required by Executive Vice President, Human Capital, including returning all required documents to the Executive Vice President, Human Capital within the specified time period. Notwithstanding the foregoing, the Executive Vice President, Human Capital or his or her designee shall process such Participant’s deferral elections as soon as administratively after such deferral elections are received by the Executive Vice President, Human Capital or his or her designee.

If an employee fails to meet all requirements contained in this Section 2.2 within the period required, that employee shall not be eligible to participate in this Plan during such Plan Year.

2.3. Special Eligibility Rule For Former Participants. If a Participant terminates employment with the Employer and all Affiliates and such Participant:

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the Executive Vice President, Human Capital (or, for a Section 16 Officer, the Board of Directors) may designate that such employee shall be allowed to reenter the Plan as a Participant as of a fixed prospective date that is other than the first day of a Plan Year so long as that prospective date is within thirty (30) days of selection. Such employee shall be subject to the same enrollment requirements as any other selected employee who first becomes eligible to participate in this Plan after the first day of a Plan Year as provided in Section 2.2.

2.4. Special Rule For Certain Employees of Acquired Companies. If an employee of any company that is acquired by an Employer or an Affiliate is a participant in any account balance deferred compensation plan maintained by such acquired company and such employee:

the Executive Vice President, Human Capital (or, for a Section 16 Officer, the Board of Directors) may designate that such employee shall be allowed to enter the Plan as a Participant as of a fixed prospective date that is other than the first day of a Plan Year so long as that prospective date is within thirty (30) days of selection. Such employee shall be subject to the same enrollment requirements as any other selected employee who first becomes eligible to participate in this Plan after the first day of a Plan Year as provided in Section 2.2.

2.5. Termination of Participation. If an employee selected for participation in this Plan for one Plan Year is not selected for a subsequent Plan Year, no further deferrals shall be made by or for such employee in that subsequent Plan Year. If an employee selected for participation in this Plan ceases to be a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such employee’s deferral elections shall be cancelled as of the first day of the Plan Year beginning after such employee ceases to be a select group of management or highly compensated employees. In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account shall continue to be governed by the terms of this Plan Statement until such time as the Participant’s Account is paid in accordance with the terms of the Plan.

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.

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