UnitedHealth Group (UNH)

4. INCENTIVE DEFERRAL ELECTIONS AND COMPLIANCE WITH CODE SECTION 409A. Effective for Plan Years beginning on or after January 1, 2008, Section 4.1.1 of the Plan Statement shall be amended to read in full as follows:

4.1.1. Amount of Deferrals. A Participant may elect to defer between (and including) 1% and 100% of such Participant’s Incentive Award. To be effective for an Incentive Award paid during a Plan Year, the deferral election must be received by the Executive Vice President, Human Capital or his or her designee prior to the first day of the Plan Year in which the Incentive Award is earned. Such election shall be irrevocable for the Plan Year with respect to which it is made once it has been accepted by the Executive Vice President, Human Capital. If a Participant first becomes eligible to participate in the Plan after the first day of such Plan Year, the Executive Vice President, Human Capital shall pro rate the Participant’s deferral election by multiply the Participant’s Incentive Award by the number of days left in the performance period (i.e., Plan Year) as of the date the Participant’s deferral election is received by Executive Vice President, Human Capital or his or her designee, over the total number of days in the performance period. An election made by a Participant for a Plan Year shall remain in effect for subsequent Plan Years unless, prior to such Plan Year, the election is changed or terminated by the Participant or the Participant is not selected for participation for that subsequent Plan Year.

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If a Participant receives an in-service distribution for an unforeseeable emergency (pursuant to Section 9.8.2(b)), the Participant’s deferral election in effect at the time of such distribution shall be cancelled 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. If a Participant receives a hardship withdrawal (as defined in section 401(k)-1(d)(3) of the Code) from the UnitedHealth Group 401(k) Savings Plan or any other 401(k) plan maintained by the Employers or an Affiliate, the Participant’s deferral election in effect at the time of such withdrawal shall be cancelled as soon as administratively practicable following the date such withdrawal 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 withdrawal.

11. INCENTIVE DEFERRAL ELECTIONS AND COMPLIANCE WITH CODE SECTION 409A. Effective for Plan Years beginning on or after January 1, 2008, Section 4.1.1 of the Plan Statement shall be amended by adding the following sentence before the last sentence of Section 4.1.1:

An election accepted by the Executive Vice President, Human Capital shall become irrevocable when the Plan Year with respect to which it is made has commenced; provided, however, that in the event of an in-service distribution for an unforeseeable emergency (pursuant to Section 9.8.2(b)) or hardship distribution under section 401(k)-1(d)(3) of the Code, a Participant’s deferral election shall be cancelled and further deferrals shall not be made.