7. Form of Restricted Stock Unit Award Agreement to Executives under the Company’s 2002 Stock Incentive Plan (non-
competition with clawback for fraud in connection with material misstatements) (2009)
RESTRICTED STOCK UNIT AWARD
THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Award Date specified above granted to
(“Participant”) an award (the “Award”) to receive that number of restricted stock units (the “Restricted Stock Units”) indicated
above in the box labeled “Number of Units,” each Restricted Stock Unit representing the right to receive one share of
UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to certain restrictions
and on the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2002 Stock Incentive Plan
(the “Plan”). A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this
Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.
* * * * *
1. Rights of the Participant with Respect to the Restricted Stock Units .
(a) No Shareholder Rights . The Restricted Stock Units granted pursuant to this Award do not and shall not entitle
Participant to any rights of a shareholder of Common Stock. The rights of Participant with respect to the Restricted Stock
Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with
respect to the Restricted Stock Units lapse, in accordance with Section 2, 3 or 4.
(b) Conversion of Restricted Stock Units; Issuance of Common Stock . No shares of Common Stock shall be issued to
Participant prior to the date on which the Restricted Stock Units vest, and the restrictions with respect to the Restricted
Stock Units lapse, in accordance with Section 2, 3 or 4. Neither this Section 1(b) nor any action taken pursuant to or in