UnitedHealth Group (UNH)

9. SEPARATE DEFERRAL ELECTION FOR 401(k) RESTORATION OPTION REQUIRED. Effective for Plan Years beginning on or after January 1, 2005, Section 3.1 of the Plan Statement shall be amended to read in full as follows:

3.1. Automatic Enrollment. Through a voice response system (or other written or electronic means) approved by the Executive Vice President, Human Capital, a Participant may elect to defer between 0% and 10% (50% for Plan Years beginning on or after January 1, 2008) of the Participant’s eligible pay (as defined under the UnitedHealth Group 401(k) Savings Plan (the “401(k) Plan”)) once such Participant reaches an IRS or Plan Limit under the 401(k) Plan (the “401(k) Restoration Option”). A Participant who does not make an election shall be deemed to have elected a deferral percentage of zero percent (0%) under the 401(k) Restoration Option. Any deferrals under the 401(k) Restoration Option shall begin as soon as administratively practicable after an IRS or Plan Limit first applies and shall continue until the following December 31. For purposes of this Section 3.1, an IRS or Plan Limit means (a) the annual compensation limit under section 401(a)(17) of the Code (which is $225,000 for plan years beginning on or after January 1, 2007) or any comparable successor provision, or (b) the annual deferral limit under section 402(g)(1)(B) of the Code (which is $15,500 for 2007) or any comparable successor provision, or (c) any other limit imposed by the Code or by any provision of the

401(k) Plan.

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. 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.