UnitedHealth Group (UNH)

SECTION 10. POTENTIAL REPAYMENT OF AWARDS.

Participants shall be required to repay the Company any amounts previously paid in respect of such Annual Incentive Awards and Performance Awards (each of which is referred to herein as an “Incentive Payment”) plus interest under the circumstances described in this Section 10. A Participant’s repayment obligation shall be triggered if the Board of Directors of the Company determines that: (i) the Participant has engaged in fraud or Misconduct that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, (ii) the Incentive Payment was based, in whole or in part, on achievement of financial results that were restated in connection with the restatement of the Company’s consolidated financial statements and (iii) the amount of the Incentive Payment to the Participant would have been less if it had been based on the restated consolidated financial statements. In each such instance described in the preceding sentence, the Participant shall repay to the Company, upon demand, the full amount of such Incentive Payment, plus interest at a rate per

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annum equal to 110% of the applicable short-term federal rate under Section 1274(d) of the Code in effect for the month in which such Incentive Payment was paid to the Participant. For the avoidance of doubt, a Participant shall be required to repay the full amount of such Incentive Payment, and not just the amount by which the amount of the Incentive Payment exceeded the amount that would have been paid to the Participant with respect to the corresponding Annual Incentive Award or Performance Award based on the corrected and restated financial results. The provisions in this Section 10 are essential economic conditions to each grant of an Annual Incentive Award and Performance Award made under the Plan. By participating in this Plan and receiving Annual Incentive Awards and/or Performance Awards hereunder, each Participant agrees to be bound by the terms of the Plan, including this Section 10, and agrees that the Company may deduct from any amounts it owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts a Participant owes the Company under this Section 10. The provisions of this Section 10 and any amounts repayable by a Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable law.

SECTION 10. POTENTIAL REPAYMENT OF AWARDS.

Effective for Annual Incentive Awards and Performance Awards that are paid after April 17, 2007, Participants shall be required to repay the Company any amounts previously paid in respect of such Annual Incentive Awards and Performance Awards (each of which is referred to herein as an “Incentive Payment”) plus interest under the circumstances described in this Section 10. A Participant’s repayment obligation shall be triggered if the Board of Directors of the Company determines that (i) the Participant has engaged in fraud or Misconduct that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, (ii) the Incentive Payment was based, in whole or in part, on achievement of financial results that were restated in connection with the restatement of the Company’s consolidated financial statements and (iii) the amount of the Incentive Payment to the Participant would have been less if it had been based on the restated consolidated financial statements. In each such instance described in the preceding sentence, the Participant shall repay to the Company, upon demand, the full amount of such Incentive Payment, plus interest at a rate per annum equal to 110% of the applicable short-term federal rate under Section 1274(d) of the Code in effect for the month in

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which such Incentive Payment was paid to the Participant. For the avoidance of doubt, a Participant shall be required to repay the full amount of such Incentive Payment, and not just the amount by which the amount of the Incentive Payment exceeded the amount that would have been paid to the Participant with respect to the corresponding Annual Incentive Award or Performance Award based on the corrected and restated financial results. The provisions in this Section 10 are essential economic conditions to each grant of an Annual Incentive Award and Performance Award made under the Plan. By participating in this Plan and receiving Annual Incentive Awards and/or Performance Awards hereunder, each Participant agrees to be bound by the terms of the Plan, including this Section 10, and agrees that the Company may deduct from any amounts it owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts a Participant owes the Company under this Section 10. The provisions of this Section 10 and any amounts repayable by a Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable law.

SECTION 10. POTENTIAL REPAYMENT OF AWARDS.

Participants shall be required to repay the Company any amounts previously paid in respect of such Annual Incentive Awards and Performance Awards (each of which is referred to herein as an “Incentive Payment”) plus interest under the circumstances described in this Section 10. A Participant’s repayment obligation shall be triggered if the Board determines that: (i) the Participant has engaged in fraud or Misconduct that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, (ii) the Incentive Payment was based, in whole or in part, on achievement of financial results that were restated in connection with the restatement of the Company’s consolidated financial statements and (iii) the amount of the Incentive Payment to the Participant would have been less if it had been based on the restated consolidated financial statements. In each such instance described in the preceding sentence, the Participant shall repay to the Company, upon demand, the full amount of such Incentive Payment, plus interest at a rate per annum equal to 110% of the applicable short-term federal rate under Section 1274(d) of the Code in effect for the month in which such Incentive Payment was paid to the Participant. For the avoidance of doubt, a Participant shall be required to repay the full amount of such Incentive Payment, and not just the amount by which the amount of the Incentive Payment exceeded the amount that would have been paid to the Participant with

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respect to the corresponding Annual Incentive Award or Performance Award based on the corrected and restated financial results. The provisions in this Section 10 are essential economic conditions to each grant of an Annual Incentive Award and Performance Award made under the Plan. By participating in this Plan and receiving Annual Incentive Awards and/or Performance Awards hereunder, each Participant agrees to be bound by the terms of the Plan, including this Section 10, and agrees that the Company may deduct from any amounts it owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts a Participant owes the Company under this Section 10. The provisions of this Section 10 and any amounts repayable by a Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable law.