AMENDED AND RESTATED UNITEDHEALTH GROUP INCORPORATED
2008 EXECUTIVE INCENTIVE PLAN
SECTION 1. ESTABLISHMENT.
On February 19, 2008, the Board of Directors of UnitedHealth Group Incorporated, upon recommendation by the
Compensation and Human Resources Committee of the Board of Directors, approved this executive incentive plan for
executives as described herein (the “UnitedHealth Group Executive Incentive Plan”). Effective December 31, 2008, the
Compensation and Human Resources Committee of the Board of Directors amended and restated the UnitedHealth Group
Executive Incentive Plan 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.
SECTION 2. PURPOSE.
The purpose of this Plan is to advance the interests of the Company and its shareholders by attracting and retaining key
employees, and by stimulating the efforts of such employees to contribute to the continued success and growth of the
business of the Company.
SECTION 3. DEFINITIONS.
When the following terms are used herein with initial capital letters, they shall have the following meanings:
(a) “Annual Incentive Award” shall have the meaning set forth in Section 5 hereof.
(b) “Base Salary” shall mean a Participant’s annualized base salary, as determined by the Committee, as of the last day of
September of a Performance Period.
(c) “Annual Bonus Pool” shall mean 2% of Net Income for the Performance Period.
(d) “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and any proposed,
temporary or final Treasury Regulations promulgated thereunder.
(e) “Committee” shall mean the Compensation and Human Resources Committee of the Board of Directors of the Company
designated by such Board to administer the Plan which shall consist of members appointed from time to time by the Board of