UnitedHealth Group (UNH)

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, established a nonqualified, unfunded, deferred compensation plan for the benefit of certain members of its Board of Directors. This document reflects changes to the plan document effected by a First Amendment adopted on March 8, 2004, a Second Amendment adopted on October 31, 2006 and a Third Amendment adopted on October 29, 2007. This plan document also reflects certain additional amendments 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. For the avoidance of doubt, Pre-2004 Accounts (as defined below) are intended as a separate plan from Post-2003 Accounts (as defined below) within the meaning of Section 409A of the Code and Treasury Regulations 1.409A-1(c).

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 which are credited to the dollar amounts specified in Sections 3 and 4 and from which are subtracted payments made pursuant to Section 8. The following accounts will be maintained under this Plan for Participants:

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.

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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.

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 (2009 Statement)” as adopted by the Board of Directors and generally effective December 31, 2008, 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. Whether a Termination of Directorship has occurred is determined under section 409A of the Code and section 1.409A-1(h) of the regulations (i.e., whether the expiration of the director’s term or his or her resignation or removal from the Board constitutes a good-faith and complete termination of the Director’s relationship with UnitedHealth Group).

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.