UnitedHealth Group (UNH)

5. SALARY DEFERRAL ELECTIONS AND COMPLIANCE WITH CODE SECTION 409A. Effective for Plan Years beginning on or after January 1, 2009, Section 4.2.1 of the Plan Statement shall be amended to read in full as follows:

4.2.1. Amount of Deferrals. A Participant may elect to defer between (and including) 1% and 80% of such Participant’s base salary for a Plan Year. For this purpose, base salary shall include any non-stock periodic incentive pay but shall not include any Incentive Awards. To be effective for 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 (or such earlier deadline designated by the Executive Vice President, Human Capital). 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 Participant’s deferral election shall apply with respect to base salary paid for services to be performed after the deferral election is received by the Executive Vice President, Human Capital or his or her designee.

All Participants who wish to defer a portion of their base salary for the 2009 Plan Year will be required to complete a new deferral election during the open enrollment period for the 2009 Plan Year. A deferral election made by a Participant to defer a portion of the Participant’s base salary for the 2009 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. To be effective for the 2009 Plan Year, the deferral election must be received by the Executive Vice President, Human Capital or his or her designee prior to January 1, 2009 (or such earlier deadline designated by the Executive Vice President, Human Capital). Such election shall be irrevocable for the 2009 Plan Year once it has been accepted by the Executive Vice President, Human Capital.

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 of such distribution is made. The Participant may not again elect to defer base salary 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 base salary under this Plan until the enrollment period for the Plan Year that begins at least six (6) months after such withdrawal.

12. SALARY DEFERRAL ELECTIONS AND COMPLIANCE WITH CODE SECTION 409A. Effective for Plan Years beginning on or after January 1, 2008, Section 4.2.1 of the Plan Statement shall be amended by adding the following sentence before the last sentence of Section 4.2.1:

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.