UnitedHealth Group (UNH)

SECTION 1. ESTABLISHMENT.

On February 19, 2008, the Board of Directors of UnitedHealth Group Incorporated, upon recommendation by the Compensation and Human Resources Committee of the Board of Directors, approved this executive incentive plan for executives as described herein (the “UnitedHealth Group Executive Incentive Plan”). Effective December 31, 2008, the Compensation and Human Resources Committee of the Board of Directors amended and restated the UnitedHealth Group Executive Incentive Plan for purposes of establishing documentary compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A of the Code”), and to permit ongoing operational compliance with the requirements of Section 409A.

SECTION 1. ESTABLISHMENT.

On February 12, 2002, the Board of Directors of UnitedHealth Group Incorporated, upon recommendation by the Compensation and Human Resources Committee of the Board of Directors, approved an executive incentive plan for executives as described herein (the “UnitedHealth Group Executive Incentive Plan”). This Plan was submitted for approval by the shareholders of UnitedHealth Group Incorporated at the 2002 Annual Meeting of Shareholders and became effective as of January 1, 2002 after approval by the shareholders, and no benefits were issued pursuant thereto until after this Plan had been approved by the shareholders. On April 17, 2007, this Plan was amended and restated to revise this Section 1, include a new defined term in Section 3(i) and include a new Section 10 (Potential Repayment of Awards). All subsequent Sections were renumbered accordingly to reflect the new Section 10. Effective December 31, 2008, the Compensation and Human Resources Committee of the Board of Directors amended the UnitedHealth Group Executive Incentive Plan for purposes of establishing documentary compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A of the Code”), and to permit ongoing operational compliance with the requirements of Section 409A.

SECTION 1. ESTABLISHMENT.

On February 19, 2008, the Board of Directors of UnitedHealth Group Incorporated, upon recommendation by the Compensation and Human Resources Committee of the Board of Directors, approved this executive incentive plan for executives as described herein (the “UnitedHealth Group Executive Incentive Plan”).