Exhibit 10(d)

UNITEDHEALTH GROUP
DIRECTORS' COMPENSATION DEFERRAL PLAN
(2002 STATEMENT)

TABLE OF CONTENTS

PAGE

SECTION 1. INTRODUCTION AND DEFINITIONS................................................................ 1

1.1. Establishment of Plan
1.2. Definitions
1.2.1. Account
1.2.2. Annual Valuation Date
1.2.3. Beneficiary
1.2.4. Board Compensation
1.2.5. Board of Directors or Board
1.2.6. Code
1.2.7. Committee
1.2.8. Effective Date
1.2.9. Participant
1.2.10. Plan
1.2.11. Plan Statement
1.2.12. Plan Year
1.2.13. Termination of Directorship
1.2.14. UnitedHealth Group or UHG
1.2.15. Valuation Date

SECTION 2. ELIGIBILITY TO PARTICIPATE.................................................................. 2

SECTION 3. COMPENSATION DEFERRAL OPTION................................................................ 3

3.1. Option to Defer Board Compensation
3.1.1. Amount of Deferrals
3.1.2. Crediting to Accounts
3.1.3. No Matching Credits
3.2. Discretionary Supplements from UnitedHealth Group
3.3. Credits Limited to Outside Directors

SECTION 4. CREDITS FROM MEASURING INVESTMENTS.......................................................... 4

4.1. Designation of Measuring Investments
4.2. UnitedHealth Group Stock as Measuring Investment

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4.3. Operational Rules for Measuring Investments
4.4. Measuring Investments and Rules to be Identical to Executive Savings Plan

SECTION 5. OPERATIONAL RULES........................................................................... 5

5.1. Operational Rules for Deferrals
5.2. Establishment of Accounts
5.3. Accounting Rules

SECTION 6. VESTING OF ACCOUNTS......................................................................... 5

SECTION 7. SPENDTHRIFT PROVISION....................................................................... 5

SECTION 8. DISTRIBUTIONS............................................................................... 6

8.1. Time of Distribution to Participant
8.1.1. General Rule
8.1.2. No Application for Distribution Required
8.2. Form of Distribution
8.3. Election of Form of Distribution by Participant
8.3.1. Election at Initial Enrollment
8.3.2. Default Election of Form of Distribution
8.3.3. Periodic Re-Election
8.4. Payment to Beneficiary Upon Death of Participant
8.4.1. Payment to Beneficiary When Death Occurs Before
Termination of Directorship
8.4.2. Payment to Beneficiary When Death Occurs After
Termination of Directorship
8.4.3. Beneficiary Must Apply for Distribution
8.4.4. Election of Measuring Investments by Beneficiaries
8.5. Designation of Beneficiaries
8.5.1. Right to Designate
8.5.2. Failure of Designation
8.5.3. Disclaimers by Beneficiaries
8.5.4. Definitions
8.5.5. Special Rules
8.6. Death Prior to Full Distribution
8.7. Facility of Payment
8.8. In-Service Distributions
8.8.1. Pre-Selected In-Service Distributions
8.8.2. On Demand In-Service Distributions
8.8.3. In-Service Distribution for Financial Hardship
8.9. Distributions in Cash

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SECTION 9. FUNDING OF PLAN............................................................................. 15

9.1. Unfunded Plan
9.2. Corporate Obligation

SECTION 10. AMENDMENT AND TERMINATION................................................................... 15

10.1. Amendment and Termination
10.2. No Oral Amendments
10.3. Plan Binding on Successors

SECTION 11. DETERMINATIONS -- RULES AND REGULATIONS..................................................... 16

11.1. Determinations
11.2. Rules and Regulations
11.3. Method of Executing Instruments
11.4. Claims Procedure
11.4.1. Original Claim
11.4.2. Review of Denied Claim
11.4.3. General Rules
11.5. Limitations and Exhaustion
11.5.1. Limitations
11.5.2. Exhaustion Required

SECTION 12. PLAN ADMINISTRATION......................................................................... 19

12.1. Officers
12.2. Chief Executive Officer
12.3. Board of Directors
12.4. Committee
12.5. Delegation
12.6. Conflict of Interest
12.7. Service of Process
12.8. Expenses
12.9. Certifications
12.10. Errors in Computations

SECTION 13. CONSTRUCTION................................................................................ 21

13.1. Applicable Laws
13.1.1. ERISA Status
13.1.2. IRC Status
13.1.3. References to Laws
13.2. Effect on Other Plans
13.3. Disqualification

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13.4. Rules of Document Construction
13.5. Choice of Law

SCHEDULE I - MEASURING INVESTMENTS....................................................................... SI-1

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UNITEDHEALTH GROUP
DIRECTORS' COMPENSATION DEFERRAL PLAN
(2002 STATEMENT)

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. ESTABLISHMENT OF PLAN. Effective January 1, 2002, UNITEDHEALTH GROUP
INCORPORATED, a Minnesota corporation (hereinafter sometimes referred to as
"UnitedHealth Group"), as plan sponsor, hereby establishes a nonqualified,
unfunded, deferred compensation plan for the benefit of certain members of its
Board of Directors.

1.2. DEFINITIONS. When the following terms are used herein with initial
capital letters, they shall have the following meanings:

1.2.1. ACCOUNT -- the separate bookkeeping account established for
each Participant which represents the separate unfunded and unsecured general
obligation of UnitedHealth Group established with respect to each person who is
a Participant in this Plan in accordance with Section 2 and to which are
credited the dollar amounts specified in Sections 3 and 4 and from which are
subtracted payments made pursuant to Section 8.

1.2.2. ANNUAL VALUATION DATE -- each December 31.

1.2.3. BENEFICIARY -- a person designated by a Participant (or
automatically by operation of the Plan Statement) to receive all or a part of
the Participant's Account in the event of the Participant's death prior to full
distribution thereof. A person so designated shall not be considered a
Beneficiary until the death of the Participant.

1.2.4. BOARD COMPENSATION -- Board retainer fees, Board meeting fees
and Board committee fees but not stock options or other stock-based
compensation. The Committee may designate prospectively that other pay is
included in Board Compensation.

1.2.5. BOARD OF DIRECTORS or BOARD -- the Board of Directors of
UnitedHealth Group or its successor, and any properly authorized committee of
the Board of Directors.

1.2.6. CODE -- the Internal Revenue Code of 1986, as amended.

1.2.7. COMMITTEE -- the Compensation and Human Resources Committee of
the Board of Directors (also known as the "Compensation Committee").

1.2.8. EFFECTIVE DATE -- January 1, 2002.

1.2.9. PARTICIPANT -- a member of the Board of Directors of
UnitedHealth Group who has elected to defer compensation under Section 3. A
director who has become a Participant shall continue to be a Participant in this
Plan until the date of the Participant's death or, if earlier, the date when the
Participant has received a distribution of the Participant's entire Account.

1.2.10. PLAN -- the nonqualified, unfunded, deferred compensation
program maintained by UnitedHealth Group for the benefit of Participants
eligible to participate therein, as set forth in this Plan Statement. (As used
herein, "Plan" does not refer to the document pursuant to which the Plan is
maintained. That document is referred to herein as the "Plan Statement".) The
Plan shall be referred to as the "UnitedHealth Group Directors' Compensation
Deferral Plan."

1.2.11. PLAN STATEMENT -- this document entitled "UnitedHealth Group
Directors' Compensation Deferral Plan (2002 Statement)" as adopted by the Board
of Directors and generally effective as of January 1, 2002, as the same may be
amended from time to time thereafter.

1.2.12. PLAN YEAR -- the twelve (12) consecutive month period ending
on any Annual Valuation Date.

1.2.13. TERMINATION OF DIRECTORSHIP -- a complete severance of a
Participant's membership on the Board of Directors of UnitedHealth Group for any
reason other than the Participant's death.

1.2.14. UNITEDHEALTH GROUP OR UHG -- UNITEDHEALTH GROUP INCORPORATED,
a Minnesota corporation, or any successor thereto.

1.2.15. VALUATION DATE -- any day that the U.S. securities markets are
open and conducting business.

SECTION 2

ELIGIBILITY TO PARTICIPATE

Each member of the Board of Directors of UnitedHealth Group as of the initial
adoption of this Plan who is not an employee of UnitedHealth Group or any
affiliate shall be eligible to become a Participant in this Plan as of January
1, 2002. Each person who later becomes a member of the Board and is not then an
employee of UnitedHealth Group or any affiliate shall be eligible to become a
Participant in this Plan as of such member's election to the Board. Each person
(a) who is both a member of the Board and an employee of UnitedHealth Group or
any affiliate, and (b) who later ceases to be so employed but continues as a
member of the Board, shall be eligible to become a Participant in this Plan as
of such cessation of employment.

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SECTION 3

COMPENSATION DEFERRAL OPTION

3.1. OPTION TO DEFER BOARD COMPENSATION.

3.1.1. AMOUNT OF DEFERRALS. Through a voice response system (or other
written or electronic means) approved by the Committee, a Participant may elect
to defer between (and including) 1% and 100% of such Participant's Board
Compensation for Board services for a Plan Year. The Committee may establish
prospectively other percentage limits. To be effective for a Plan Year, the
deferral election must be received by the Committee by the December 15 preceding
the first day of such Plan Year (or such other date before the first day of such
Plan Year as the Committee may designate). For a newly eligible Participant,
however, the deferral election must be received by the Committee within 30 days
after the first day of such eligibility, and, if so received, deferral shall be
effective as of the first day of the month following such receipt with respect
to the remainder of the Plan Year. Such deferral election shall be irrevocable
for the Plan Year with respect to which it is made, once it has been received by
the Committee.

3.1.2. CREDITING TO ACCOUNTS. The Committee shall cause to be
credited to the Account of each Participant the amount, if any, of such
Participant's voluntary deferrals of Board Compensation under Section 3.1.1.
Such amount shall be credited as soon as administratively feasible following the
time such Board Compensation would otherwise have been paid to the Participant.

3.1.3. NO MATCHING CREDITS. No matching amounts shall be credited for
deferrals of Board Compensation under Section 3.1.1.

3.2. DISCRETIONARY SUPPLEMENTS FROM UNITEDHEALTH GROUP. Upon written notice
to one or more Participants and to the Committee, the Board of Directors may
(but is not required to) determine that additional amounts shall be credited to
the Accounts of such Participants. Such notice shall also specify the date of
such crediting. Notwithstanding Section 6, such notice may also establish
vesting rules for such amounts, in which case separate Accounts shall be
established for such amounts for such Participants.

3.3. CREDITS LIMITED TO OUTSIDE DIRECTORS. No Participant who becomes an
employee of UnitedHealth Group or any affiliate shall be eligible to receive
credits under this Section 3 while such an employee.

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SECTION 4

CREDITS FROM MEASURING INVESTMENTS

4.1. DESIGNATION OF MEASURING INVESTMENTS. Through a voice response system
(or other written or electronic means) approved by the Committee, each
Participant shall designate the following "Measuring Investments," which shall
be used to determine the value of such Participant's Account (until changed as
provided herein):

(a) One or more Measuring Investments for the current Account
balance, and

(b) One or more Measuring Investments for amounts that are
credited to the Account in the future.

The Accounts and such Measuring Investments are specified solely as a device for
computing the amount of benefits to be paid by UnitedHealth Group under the
Plan, and UnitedHealth Group is not required to purchase such investments. The
Measuring Investments as of January 1, 2002 are listed in Schedule I to the Plan
Statement. Schedule I to the Plan Statement may be revised and amended by the
Committee, in its discretion, from time to time.

4.2. UNITEDHEALTH GROUP STOCK AS MEASURING INVESTMENT. The Board of
Directors may (but shall not be required to) determine that the Measuring
Investments available for election by Participants will include deemed (but not
actual) investment in the common stock of UnitedHealth Group, valued at the
closing price of the common stock of UnitedHealth Group as reported on the New
York Stock Exchange composite tape on the applicable Valuation Date.

4.3. OPERATIONAL RULES FOR MEASURING INVESTMENTS. The Committee may adopt
rules specifying the Measuring Investments, the circumstances under which a
particular Measuring Investment may be elected, or shall be automatically
utilized, the minimum or maximum amount or percentage of an Account which may be
allocated to a Measuring Investment, the procedures for making or changing
Measuring Investment elections, the extent (if any) to which Beneficiaries of
deceased Participants may make Measuring Investment elections and the effect of
a Participant's or Beneficiary's failure to make an effective Measuring
Investment election with respect to all or any portion of an Account.

4.4. MEASURING INVESTMENTS AND RULES TO BE IDENTICAL TO EXECUTIVE SAVINGS
PLAN. Unless the Committee specifies otherwise, the Measuring Investments and
operational rules for this Plan shall be identical to those under the
UnitedHealth Group Executive Savings Plan and any change to the Measuring
Investments or operational rules under the Executive Savings Plan shall
automatically apply to this Plan.

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SECTION 5

OPERATIONAL RULES

5.1. OPERATIONAL RULES FOR DEFERRALS. A Participant's election to defer
Board Compensation under Section 3 shall be "evergreen" and shall remain in
effect until changed by the Participant for a future Plan Year as specified in
Section 3.1.1.

5.2. ESTABLISHMENT OF ACCOUNTS. There shall be established for each
Participant an unfunded, bookkeeping Account which shall be adjusted each
Valuation Date.

5.3. ACCOUNTING RULES. The Committee may adopt (and revise) accounting rules
for the Accounts.

SECTION 6

VESTING OF ACCOUNTS

The Account of each Participant shall be fully (100%) vested and nonforfeitable
at all times (except for any special vesting rules that apply to discretionary
supplements of UnitedHealth Group under Section 3.2 and any early distribution
penalties that may apply under Section 8).

SECTION 7

SPENDTHRIFT PROVISION

Participants and Beneficiaries shall have no power to transfer any interest in
an Account nor shall any Participant or Beneficiary have any power to
anticipate, alienate, dispose of, pledge or encumber the same while it is in the
possession or control of UnitedHealth Group, nor shall the Committee recognize
any assignment thereof, either in whole or in part, nor shall the Account be
subject to attachment, garnishment, execution following judgment or other legal
process (including without limitation any domestic relations order, whether or
not a "qualified domestic relations order" under section 414(p) of the Code)
before the Account is distributed to the Participant or Beneficiary.

The power to designate Beneficiaries to receive the Account of a Participant in
the event of such Participant's death shall not permit or be construed to permit
such power or right to be exercised by the Participant so as thereby to
anticipate, pledge, mortgage or encumber such Participant's Account or any part
thereof. Any attempt by a Participant to so exercise said power in violation of
this provision shall be of no force and effect and shall be disregarded by the
Committee.

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SECTION 8

DISTRIBUTIONS

8.1. TIME OF DISTRIBUTION TO PARTICIPANT.

8.1.1. GENERAL RULE. A Participant's Account shall be distributable
upon the Termination of Directorship of the Participant.

8.1.2. NO APPLICATION FOR DISTRIBUTION REQUIRED. A Participant's
Account shall be distributed automatically following the Participant's
Termination of Directorship. A Participant shall not be required to apply for
distribution.

8.2. FORM OF DISTRIBUTION. As determined under the rules of Section 8.3,
distribution of the Participant's Account shall be made in one of the
following forms:

(a) IMMEDIATE LUMP SUM. In the form of a single lump sum. The
amount of such distribution shall be determined as of the
January 31 immediately following the Plan Year in which occurs
the Participant's Termination of Directorship and shall be
actually paid to the Participant as soon as practicable after
such determination (but not later than the last day of the
following February).

(b) INSTALLMENTS. In the form of a series of 5 or 10 annual
installments, subject to the following rules:

(i) GENERAL RULE. The amount of the first installment
will be determined as of the January 31 immediately
following the Plan Year in which occurs the
Participant's Termination of Directorship and the
amount of future installments will be determined as
of each following January 31. The amount of each
installment shall be determined by dividing the
Account balance as of the January 31 as of which the
installment is being paid by the number of remaining
installment payments to be made (including the
payment being determined). Such installments shall be
actually paid as soon as practicable after each such
determination (but not later than the last day of the
following February).

(ii) IMMEDIATE ACCELERATED PAYMENT. A Participant who has
elected the installment option may, after Termination
of Directorship, elect through a voice response
system (or other written or electronic means)
approved by the Committee to receive a cash lump sum
payment of the total remaining balance of the Account
(but not part thereof) for any reason; provided,
however, that the Account balance will be reduced by
a penalty of 10%, and the Participant

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will receive 90% of the Account balance. The penalty
of 10% of the Account balance will be forfeited to
UnitedHealth Group to be used as the Committee
determines in its discretion. The amount of such
distribution will be determined as of the Valuation
Date coincident with or next following receipt of the
request by the Committee and shall be actually paid
to the Participant as soon as practicable after such
determination.

(c) DELAYED LUMP SUM. In the form of a single lump sum following
the tenth (10th) anniversary of the Participant's Termination
of Directorship, subject to the following rules:

(i) GENERAL RULE. The amount of such distribution shall
be determined as of the January 31 immediately
following the calendar year in which occurs the tenth
(10th) anniversary of the Participant's Termination
of Directorship. Actual distribution shall be made as
soon as administratively practicable after such
January 31.

(ii) IMMEDIATE ACCELERATED PAYMENT. A Participant who has
elected the delayed lump sum distribution option may,
after Termination of Directorship, elect through a
voice response system (or other written or electronic
means) approved by the Committee to receive a lump
sum distribution of the Account before the tenth
(10th) anniversary of the Participant's Termination
of Directorship; provided, however, that the Account
balance will be reduced by a penalty of 10%, and the
Participant will receive 90% of the Account balance.
The penalty of 10% of the Account balance will be
forfeited to UnitedHealth Group to be used as the
Committee determines in its discretion.

(iii) DELAYED ACCELERATED PAYMENT. A Participant who has
elected the delayed lump sum distribution option may,
after Termination of Directorship, make a one-time
election through a voice response system (or other
written or electronic means), approved by the
Committee to receive either a lump sum distribution
of the Account before the tenth (10th) anniversary of
the Participant's Termination of Directorship, or
five (5) annual installments, subject to the
following rules:

(A) Any election to receive a lump sum payment
before the tenth (10th) anniversary of the
Participant's Termination of Directorship
must be received by the Committee no later
than the December 31 of the calendar year in
which occurs

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the eighth (8th) anniversary of the
Participant's Termination of Directorship.

(B) Any election to receive five (5) annual
installments must be received by the
Committee no later than the December 31 the
calendar year in which occurs the fourth
(4th) anniversary of the Participant's
Termination of Directorship.

(C) Any election to receive either a lump sum
distribution of the Participant's Account
before the tenth (10th) anniversary of the
Participant's Termination of Directorship or
five (5) annual installments shall not be
effective until twelve (12) months after it
is received by the Committee (if the
Participant dies before the end of such
12-month period, such election shall not be
effective).

8.3. ELECTION OF FORM OF DISTRIBUTION BY PARTICIPANT.

8.3.1. ELECTION AT INITIAL ENROLLMENT. Through a voice response
system (or other written or electronic means) approved by the Committee, each
Participant shall elect at the time of initial enrollment in the Plan whether
distribution shall be made (as described in Section 8.2) in either (i) an
immediate lump sum, (ii) 5 or 10 annual installments, or (iii) a delayed lump
sum following the tenth (10th) anniversary of the Participant's Termination of
Directorship.

8.3.2. DEFAULT ELECTION OF FORM OF DISTRIBUTION. If a Participant
fails to elect a form of distribution, such Participant shall be deemed to have
elected that distribution be made in an immediate lump sum as described in
Section 8.2(a).

8.3.3. PERIODIC RE-ELECTION. Through a voice response system (or
other written or electronic means) approved by the Committee, initial and
default distribution elections may be changed by the Participant, provided that:

(a) no change shall be effective until twelve (12) months after it
is received by the Committee (if the Participant dies before
the end of such 12-month period, such change shall not be
effective), and

(b) no change may be filed within twelve (12) months after the
initial election (or, if one or more prior changes has been
filed, within twelve (12) months after the latest of such
changes was filed).

No spouse, former spouse, Beneficiary or other person shall have any right to
participate in the Participant's decision to revise distribution elections.

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8.4. PAYMENT TO BENEFICIARY UPON DEATH OF PARTICIPANT.

8.4.1. PAYMENT TO BENEFICIARY WHEN DEATH OCCURS BEFORE TERMINATION OF
DIRECTORSHIP. If a Participant dies before Termination of Directorship, such
Participant's Beneficiary will receive payment of the Participant's Account at
the same time and in the same form the Participant would have received if the
Participant had experienced a Termination of Directorship on the date of death.

8.4.2. PAYMENT TO BENEFICIARY WHEN DEATH OCCURS AFTER TERMINATION OF
DIRECTORSHIP. If a Participant dies after a Termination of Directorship, the
Participant's Beneficiary shall receive distribution of the Participant's
Account at the same time and in the same form the Participant would have
received if the Participant had survived.

8.4.3. BENEFICIARY MUST APPLY FOR DISTRIBUTION. Distribution shall
not be made to any Beneficiary until such Beneficiary shall have filed a written
application for benefits in a form acceptable to the Committee and such
application shall have been approved by the Committee.

8.4.4. ELECTION OF MEASURING INVESTMENTS BY BENEFICIARIES. A
Beneficiary of a deceased Participant shall generally have the same rights to
designate Measuring Investments for the Participant's Account that Participants
have under Section 4. The Committee may adopt (and revise) rules to govern
designations of Measuring Investments by Beneficiaries. Unless changed by the
Committee, the following rules shall apply:

(a) The Measuring Investments for the Account of a deceased
Participant shall not be changed until the Beneficiary so
determines.

(b) If a deceased Participant has more than one Beneficiary, the
unanimous consent of all Beneficiaries shall be required to
change Measuring Investments for such Participant's Account.

8.5. DESIGNATION OF BENEFICIARIES.

8.5.1. RIGHT TO DESIGNATE. Each Participant may designate, upon forms
to be furnished by and filed with the Committee (or through other means approved
by the Committee), one or more primary Beneficiaries or alternative
Beneficiaries to receive all or a specified part of such Participant's Account
in the event of such Participant's death. The Participant may change or revoke
any such designation from time to time without notice to or consent from any
Beneficiary. No such designation, change or revocation shall be effective unless
executed by the Participant and received by the Committee during the
Participant's lifetime.

8.5.2. FAILURE OF DESIGNATION. If a Participant:

(a) fails to designate a Beneficiary,

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(a) designates a Beneficiary and thereafter revokes such
designation without naming another Beneficiary, or

such Participant's Account, or the part thereof as to which such Participant's
designation fails, as the case may be, shall be payable to the first class of
the following classes of automatic Beneficiaries in which a member survives the
Participant and (except in the case of surviving issue) in equal shares if there
is more than one member in such class surviving the Participant:

(i) Participant's surviving spouse;

(ii) Participant's surviving issue per stirpes and not per capita;

(iii) Participant's surviving parents;

(iv) Participant's surviving brothers and sisters; and

(v) Representative of Participant's estate.

8.5.3. DISCLAIMERS BY BENEFICIARIES. A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant's Account may
disclaim an interest therein subject to the following requirements. To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of the Account at the time such
disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant's death. Any disclaimer
must be in writing and must be executed personally by the Beneficiary before a
notary public. A disclaimer shall state that the Beneficiary's entire interest
in the undistributed Account is disclaimed or shall specify what portion thereof
is disclaimed. To be effective, duplicate original executed copies of the
disclaimer must be both executed and actually delivered to the Committee after
the date of the Participant's death but not later than nine (9) months after the
date of the Participant's death. A disclaimer shall be irrevocable when
delivered to the Committee. A disclaimer shall be considered to be delivered to
the Committee only when actually received by the Committee. The Committee shall
be the sole judge of the content, interpretation and validity of a purported
disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be
considered not to have survived the Participant as to the interest disclaimed. A
disclaimer by a Beneficiary shall not be considered to be a transfer of an
interest in violation of any other provisions under this Plan. No other form of
attempted disclaimer shall be recognized by the Committee.

8.5.4. DEFINITIONS. When used herein and, unless the Participant has
otherwise specified in the Participant's Beneficiary designation, when used in a
Beneficiary designation, "issue" means all persons who are lineal descendants of
the person whose issue are referred to, subject to the following:

(a) a legally adopted child and the adopted child's lineal
descendants always shall be lineal descendants of each
adoptive parent (and of each adoptive parent's lineal
ancestors);

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(b) a legally adopted child and the adopted child's lineal
descendants never shall be lineal descendants of any former
parent whose parental rights were terminated by the adoption
(or of that former parent's lineal ancestors); except that if,
after a child's parent has died, the child is legally adopted
by a stepparent who is the spouse of the child's surviving
parent, the child and the child's lineal descendants shall
remain lineal descendants of the deceased parent (and the
deceased parent's lineal ancestors);

(c) if the person (or a lineal descendant of the person) whose
issue are referred to is the parent of a child (or is treated
as such under applicable law) but never received the child
into that parent's home and never openly held out the child as
that parent's child (unless doing so was precluded solely by
death), then neither the child nor the child's lineal
descendants shall be issue of the person.

"Child" means an issue of the first generation; "per stirpes" means in equal
shares among living children of the person whose issue are referred to and the
issue (taken collectively) of each deceased child of such person, with such
issue taking by right of representation of such deceased child; and "survive"
and "surviving" mean living after the death of the Participant.

8.5.5. SPECIAL RULES. Unless the Participant has otherwise specified
in the Participant's Beneficiary designation, the following rules shall apply:

(a) If there is not sufficient evidence that a Beneficiary was
living at the time of the death of the Participant, it shall
be deemed that the Beneficiary was not living at the time of
the death of the Participant.

(b) The automatic Beneficiaries specified in Section 8.5.2 and the
Beneficiaries designated by the Participant shall become fixed
at the time of the Participant's death so that, if a
Beneficiary survives the Participant but dies before the
receipt of all payments due such Beneficiary hereunder, such
remaining payments shall be payable to the representative of
such Beneficiary's estate.

(c) If the Participant designates as a Beneficiary the person who
is the Participant's spouse on the date of the designation,
either by name or by relationship, or both, the dissolution,
annulment or other legal termination of the marriage between
the Participant and such person shall automatically revoke
such designation. (The foregoing shall not prevent the
Participant from designating a former spouse as a Beneficiary
on a form executed by the Participant and received by the
Committee after the date of the legal termination of the
marriage between the Participant and such former spouse, and
during the Participant's lifetime.)

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(d) Any designation of a nonspouse Beneficiary by name that is
accompanied by a description of relationship to the
Participant shall be given effect without regard to whether
the relationship to the Participant exists either then or at
the Participant's death.

(e) Any designation of a Beneficiary only by statement of
relationship to the Participant shall be effective only to
designate the person or persons standing in such relationship
to the Participant at the Participant's death.

The Committee shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.

8.6. DEATH PRIOR TO FULL DISTRIBUTION. If, at the death of the Participant,
any payment to the Participant was due or otherwise pending but not actually
paid, the amount of such payment shall be included in the Account which is
payable to the Beneficiary (and shall not be paid to the Participant's estate).

8.7. FACILITY OF PAYMENT. In case of minority, incapacity or legal
disability of a Participant or Beneficiary entitled to receive any distribution
under this Plan, payment shall be made, if the Committee shall be advised of the
existence of such condition:

(a) to the court-appointed guardian or conservator of such
Participant or Beneficiary, or

(b) if there is no court-appointed guardian or conservator, to the
lawfully authorized representative of the Participant or
Beneficiary (and the Committee, in its sole discretion, shall
determine whether a person is a lawfully authorized
representative for this purpose), or

(c) to an institution entrusted with the care or maintenance of
the incapacitated or disabled Participant or Beneficiary,
provided such institution has satisfied the Committee, in its
sole discretion, that the payment will be used for the best
interest and assist in the care of such Participant or
Beneficiary, and provided further, that no prior claim for
said payment has been made by a person described in (a) or (b)
above.

Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of
UnitedHealth Group therefor.

8.8. IN-SERVICE DISTRIBUTIONS.

8.8.1. PRE-SELECTED IN-SERVICE DISTRIBUTIONS. Each Participant has a
one-time opportunity, when initially enrolling in the Plan, to elect that
distribution be made to such Participant on one or more in-service distribution
dates prior to Termination of Directorship or death under the following rules:

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(a) Through a voice response system (or other written or
electronic means) approved by the Committee, the Participant
may request a pre-selected in-service distribution.

(b) No such distribution will be made before January 1 of the year
that follows the third full Plan Year after the Participant
first enrolled.

(d) Through a voice response system (or other written or
electronic means) approved by the Committee, the Participant
may request only once that any pre-selected distribution date
be extended. The Participant must file the extension request
with the Committee at least twelve (12) months before the
scheduled date of distribution.

(e) Through a voice response system (or other written or
electronic means) approved by the Committee, the Participant
may request that any pre-selected distribution date be
cancelled (whether or not previously extended). The
Participant must file the cancellation request with the
Committee at least twelve (12) months before the scheduled
date of distribution.

(f) The distribution amount shall be determined as of the
Valuation Date coincident with or next following the
pre-selected distribution date and shall be actually paid as
soon as practicable after such determination.

(g) If the Participant dies or experiences a Termination of
Directorship before the scheduled pre-selected in-service
distribution date, no distribution shall be made on such date.

8.8.2. ON DEMAND IN-SERVICE DISTRIBUTIONS.

(a) ELECTION. Through a voice response system (or other written or
electronic means) approved by the Committee, a Participant may
elect to receive all or a portion of such Participant's
Account prior to Termination of Directorship for any reason;
provided, however, that the requested distribution amount will
be reduced by a penalty equal to 10% of the requested amount,
and the Participant will receive 90% of the requested amount.
The penalty of 10% of the requested amount will be forfeited
to UnitedHealth Group to be used as the Committee determines
in its discretion.

(b) DISTRIBUTION AMOUNT. The amount of such distribution shall be
determined as of the Valuation Date coincident with or next
following receipt of the request by the Committee and shall be
actually paid to the Participant as soon as practicable after
such determination.

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(c) SUSPENSION RULE. If a Participant receives such a
distribution, the Participant's deferrals under Section 3 will
cease as soon as administratively practicable following the
date such distribution is made. The Participant may not again
elect to defer compensation under this Plan until the
enrollment period for the Plan Year that begins at least six
(6) months after such distribution.

8.8.3. IN-SERVICE DISTRIBUTION FOR FINANCIAL HARDSHIP.

(a) ELECTION. A Participant may elect in writing to receive all or
part of the Participant's Account prior to Termination of
Directorship to alleviate a Financial Hardship. A Beneficiary
of a deceased Participant may also request an early
distribution for Financial Hardship.

(b) FINANCIAL HARDSHIP DEFINED. For purposes of this Plan,
"Financial Hardship" means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent (as defined in
section 152(a) of the Code), loss of the Participant's
property due to casualty, or other similar extraordinary and
unforeseeable emergency circumstances arising as a result of
events beyond the control of the Participant. If a hardship is
or may be relieved either (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets (to the extent the liquidation of
such assets would not itself cause severe financial hardship),
or (iii) by cessation of deferrals under this Plan or any
401(k) plan, then the hardship shall not constitute a
Financial Hardship for purposes of this Plan. If a Beneficiary
of a deceased Participant requests an early distribution for
Financial Hardship, then the references in this definition to
"Participant" shall be deemed to be references to such
Beneficiary.

(c) DISTRIBUTION AMOUNT. The amount of such distribution shall be
determined as of the Valuation Date next preceding approval of
the request by the Committee and shall be actually paid as
soon as practicable after such approval.

(d) SUSPENSION RULE. If a Participant receives a distribution due
to Financial Hardship, the Participant's deferrals under
Section 3 will cease as soon as administratively practicable
following the date such distribution is made. The Participant
may not again elect to defer compensation under this Plan
until the enrollment period for the Plan Year that begins at
least six (6) months after such distribution.

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8.9. DISTRIBUTIONS IN CASH. All distributions from this Plan shall be made
in cash.

SECTION 9

FUNDING OF PLAN

9.1. UNFUNDED PLAN. The obligation of UnitedHealth Group to make payments
under the Plan constitutes only the unsecured (but legally enforceable) promises
of UnitedHealth Group to make such payments. No Participant shall have any lien,
prior claim or other security interest in any property of UnitedHealth Group.
UnitedHealth Group shall have no obligation to establish or maintain any fund,
trust or account (other than a bookkeeping account) for the purpose of funding
or paying the benefits promised under the Plan. If such a fund, trust or account
is established, the property therein shall remain the sole and exclusive
property of UnitedHealth Group. UnitedHealth Group shall be obligated to pay the
cost of the Plan out of its general assets. All references to accounts,
accruals, gains, losses, income, expenses, payments, custodial funds and the
like are included merely for the purpose of measuring the obligation of
UnitedHealth Group to Participants in the Plan and shall not be construed to
impose on UnitedHealth Group the obligation to create any separate fund for
purposes of the Plan.

9.2. CORPORATE OBLIGATION. Neither any officer of UnitedHealth Group nor any
member of the Committee in any way secures or guarantees the payment of any
benefit or amount which may become due and payable hereunder to or with respect
to any Participant. Each Participant and other person entitled at any time to
payments hereunder shall look solely to the assets of UnitedHealth Group for
such payments as an unsecured, general creditor. After benefits have been paid
to or with respect to a Participant and such payment purports to cover in full
the benefit hereunder, such former Participant or other person or persons, as
the case may be, shall have no further right or interest in any other Plan
assets. No person shall be under any liability or responsibility for failure to
effect any of the objectives or purposes of this Plan by reason of the
insolvency of UnitedHealth Group.

SECTION 10

AMENDMENT AND TERMINATION

10.1. AMENDMENT AND TERMINATION. The Committee may unilaterally amend the
Plan Statement prospectively, retroactively or both, at any time and for any
reason deemed sufficient by it without notice to any person affected by this
Plan, and the Board of Directors may terminate this Plan both with regard to
persons receiving benefits and persons expecting to receive benefits in the
future; provided, however, that:

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(a) NO REDUCTION OR DELAY. The benefit, if any, payable to or with
respect to a Participant, whether or not the Participant has
had a Termination of Directorship as of the effective date of
such amendment, shall not be, without the written consent of
the Participant, diminished or delayed by such amendment.

(b) CASH LUMP SUM PAYMENT. If the Board of Directors terminates
the Plan completely, all Accounts under the Plan shall be
automatically and immediately distributed in single lump sum
payments.

10.2. NO ORAL AMENDMENTS. No oral representation concerning the
interpretation or effect of the Plan Statement shall be effective to amend the
Plan Statement. No amendment of the Plan Statement shall be effective unless it
is in writing and signed on behalf of the Committee by a person authorized to
execute such writing. No termination of the Plan shall be effective unless it is
in writing and signed on behalf of the Board of Directors by a person authorized
to execute such writing.

10.3. PLAN BINDING ON SUCCESSORS. UnitedHealth Group shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise of all or substantially all of the business and/or assets of
UnitedHealth Group), by agreement, to expressly assume and agree to perform this
Plan Statement in the same manner and to the same extent that UnitedHealth Group
would be required to perform it if no such succession had taken place.

SECTION 11

DETERMINATIONS -- RULES AND REGULATIONS

11.1. DETERMINATIONS. The Committee shall make such determinations as may be
required from time to time in the administration of the Plan. The Committee
shall have the discretionary authority and responsibility to interpret and
construe the Plan Statement and to determine all factual and legal questions
under the Plan, including but not limited to the entitlement of Participants and
Beneficiaries, and the amounts of their respective interests. Each interested
party may act and rely upon all information reported to them hereunder and need
not inquire into the accuracy thereof, nor be charged with any notice to the
contrary.

11.2. RULES AND REGULATIONS. Any rule not in conflict or at variance with the
provisions hereof may be adopted by the Committee.

11.3. METHOD OF EXECUTING INSTRUMENTS. Information to be supplied or written
notices to be made or consents to be given by the Committee pursuant to any
provision of the Plan Statement may be signed in the name of the Committee by
any officer who has been authorized to make such certification or to give such
notices or consents.

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11.4. CLAIMS PROCEDURE. The claims procedure set forth in this Section 11.4
shall be the exclusive administrative procedure for the disposition of claims
for benefits arising under the Plan.

11.4.1. ORIGINAL CLAIM. Any person may, if he or she so desires, file
with the Committee a written claim for benefits under the Plan. Within ninety
(90) days after the filing of such a claim, the Committee shall notify the
claimant in writing whether the claim is upheld or denied in whole or in part
or shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more
than one hundred eighty (180) days from the date the claim was filed) to reach
a decision on the claim. If the claim is denied in whole or in part, the
Committee shall state in writing:

(a) the specific reasons for the denial;

(b) the specific references to the pertinent provisions of the
Plan Statement on which the denial is based;

(c) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary;
and

(d) an explanation of the claims review procedure set forth in
this section.

11.4.2. REVIEW OF DENIED CLAIM. Within sixty (60) days after receipt
of notice that the claim has been denied in whole or in part, the claimant may
file with the Committee a written request for a review and may, in conjunction
therewith, submit written issues and comments. Within sixty (60) days after the
filing of such a request for review, the Committee shall notify the claimant in
writing whether, upon review, the claim was upheld or denied in whole or in part
or shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more than
one hundred twenty (120) days from the date the request for review was filed) to
reach a decision on the request for review. If the claimant wishes to seek
further review of the Committee's decision upon review, the claimant shall
submit the claim (or dispute or complaint) to binding arbitration pursuant to
the rules of the American Arbitration Association. This is the only right a
complainant has for further consideration. The matter must be submitted to
binding arbitration within one (1) year of receipt of notice of the Committee's
final decision upon review. The arbitrators shall have no power to award any
punitive or exemplary damages or to vary or ignore the provisions of the Plan
Statement and shall be bound by controlling law.

11.4.3. GENERAL RULES.

(a) No inquiry or question shall be deemed to be a claim or a
request for a review of a denied claim unless made in
accordance with the claims procedure. The Committee may
require that any claim for benefits and any request for a
review of a denied claim be filed on forms to be furnished by
the Committee upon request.

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(b) All decisions on original claims and all decisions on requests
for a review of denied claims shall be made by the Committee.

(c) The Committee may, in its discretion, hold one or more
hearings on a claim or a request for a review of a denied
claim.

(d) A claimant may be represented by a lawyer or other
representative (at the claimant's own expense), but the
Committee reserves the right to require the claimant to
furnish written authorization. A claimant's representative
shall be entitled, upon request, to copies of all notices
given to the claimant.

(e) The decision of the Committee on a claim and a decision of the
Committee on a request for a review of a denied claim shall be
served on the claimant in writing. If a decision or notice is
not received by a claimant within the time specified, the
claim or request for a review of a denied claim shall be
deemed to have been denied.

(f) Prior to filing a claim or a request for a review of a denied
claim, the claimant or his or her representative shall have a
reasonable opportunity to review a copy of the Plan Statement
and all other pertinent documents in the possession of the
Committee.

(g) The Committee may permanently or temporarily delegate its
responsibilities under this claims procedure to an individual
or a committee of individuals.

11.5. LIMITATIONS AND EXHAUSTION.

11.5.1. LIMITATIONS. No claim shall be considered under these
administrative procedures unless it is filed with the Committee within one (1)
year after the claimant knew (or reasonably should have known) of the principal
facts on which the claim is based. Every untimely claim shall be denied by the
Committee without regard to the merits of the claim. No legal action (whether
arising under any statute or non-statutory law) may be brought by any claimant
on any matter pertaining to the Plan unless the legal action is commenced in the
proper forum before the earlier of:

(a) two (2) years after the claimant knew (or reasonably should
have known) of the principal facts on which the claim is
based, or

(b) ninety (90) days after the claimant has exhausted these
administrative procedures.

Knowledge of all facts that a Participant knew (or reasonably should have known)
shall be imputed to each claimant who is or claims to be a Beneficiary of the
Participant (or otherwise

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claims to derive an entitlement by reference to a Participant) for the purpose
of applying the one (1) year and two (2) year periods.

11.5.2. EXHAUSTION REQUIRED. The exhaustion of these administrative
procedures is mandatory for resolving every claim and dispute arising under the
Plan. As to such claims and disputes:

(a) no claimant shall be permitted to commence any legal action
relating to any such claim or dispute (whether arising under
any statute or non-statutory law) unless a timely claim has
been filed under these administrative procedures and these
administrative procedures have been exhausted; and

(b) in any such legal action all explicit and implicit
determinations by the Committee (including, but not limited
to, determinations as to whether the claim was timely filed)
shall be afforded the maximum deference permitted by law.

SECTION 12

PLAN ADMINISTRATION

12.1. OFFICERS. Except as hereinafter provided, functions generally assigned
to UnitedHealth Group shall be discharged by its officers or delegated and
allocated as provided herein.

12.2. CHIEF EXECUTIVE OFFICER. Except as hereinafter provided, the Chief
Executive Officer of UnitedHealth Group may delegate or redelegate and allocate
and reallocate to one or more persons or to a committee of persons jointly or
severally, and whether or not such persons are directors, officers or employees,
such functions assigned to UnitedHealth Group generally hereunder as he or she
may from time to time deem advisable.

12.3. BOARD OF DIRECTORS. Notwithstanding the foregoing, the Board of
Directors shall have the sole authority to terminate the Plan.

12.4. COMMITTEE. The Committee shall:

(a) keep a record of all its proceedings and acts and keep all
books of account, records and other data as may be necessary
for the proper administration of the Plan; notify UnitedHealth
Group of any action taken by the Committee and, when required,
notify any other interested person or persons;

(b) determine from the records of UnitedHealth Group the
compensation, status and other facts regarding Participants;

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(c) prescribe forms to be used for distributions, notifications,
etc., as may be required in the administration of the Plan;

(d) set up such rules, applicable to all Participants similarly
situated, as are deemed necessary to carry out the terms of
this Plan Statement;

(e) perform all other acts reasonably necessary for administering
the Plan and carrying out the provisions of this Plan
Statement and performing the duties imposed on it by the Board
of Directors;

(f) resolve all questions of administration of the Plan not
specifically referred to in this section;

(g) provide adequate notice in writing to any claimant whose claim
for benefits under the Plan has been denied, setting forth the
specific reasons for such denial, written in a manner
calculated to be understood by the claimant; and

(h) delegate or redelegate to one or more persons, jointly or
severally, and whether or not such persons are members of the
Committee or employees of UnitedHealth Group, such functions
assigned to the Committee hereunder as it may from time to
time deem advisable.

If there shall at any time be three (3) or more members of the Committee serving
hereunder who are qualified to perform a particular act, the same may be
performed, on behalf of all, by a majority of those qualified, with or without
the concurrence of the minority. No person who failed to join or concur in such
act shall be held liable for the consequences thereof.

12.5. DELEGATION. The Board of Directors and the members of the Committee
shall not be liable for an act or omission of another person with regard to a
responsibility that has been allocated to or delegated to such other person
pursuant to the terms of the Plan Statement or pursuant to procedures set forth
in the Plan Statement.

12.6. CONFLICT OF INTEREST. If any individual to whom authority has been
delegated or redelegated hereunder shall also be a Participant in the Plan, such
Participant shall have no authority with respect to any matter specially
affecting such Participant's individual rights hereunder (as distinguished from
the rights of all Participants and Beneficiaries or a broad class of
Participants and Beneficiaries), all such authority being reserved exclusively
to other individuals as the case may be, to the exclusion of such Participant,
and such Participant shall act only in such Participant's individual capacity in
connection with any such matter.

12.7. SERVICE OF PROCESS. In the absence of any designation to the contrary
by the Committee, the General Counsel of UnitedHealth Group is designated as the
appropriate and exclusive agent for the receipt of process directed to this Plan
in any legal proceeding, including arbitration, involving the Plan.

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12.8. EXPENSES. The expenses of administering this Plan shall be payable out
of the trust fund, if any, established for this Plan except to the extent that
UnitedHealth Group, in its discretion, directly pays the expenses. If no such
trust fund exists, UnitedHealth Group shall pay such expenses.

12.9. CERTIFICATIONS. Information to be supplied or written notices to be
made or consents to be given by the Committee pursuant to any provision of this
Plan Statement may be signed in the name of the Committee by any officer who has
been authorized to make such certification or to give such notices or consents.

12.10. ERRORS IN COMPUTATIONS. UnitedHealth Group shall not be liable or
responsible for any error in the computation of the Account or the determination
of any benefit payable to or with respect to any Participant resulting from any
misstatement of fact made by the Participant or by or on behalf of any survivor
to whom such benefit shall be payable, directly or indirectly, to UnitedHealth
Group and used by the Committee in determining the benefit. The Committee shall
not be obligated or required to increase the benefit payable to or with respect
to such Participant which, on discovery of the misstatement, is found to be
understated as a result of such misstatement of the Participant. However, the
benefit of any Participant which is overstated by reason of any such
misstatement or any other reason shall be reduced to the amount appropriate in
view of the truth (and to recover any prior overpayment).

SECTION 13

CONSTRUCTION

13.1. APPLICABLE LAWS.

13.1.1. ERISA STATUS. Since no employee of UnitedHealth Group or any
affiliate may actively participate in this Plan (see Sections 2 and 3.3), this
Plan is not subject to regulation under the Employee Retirement Income Security
Act of 1974 ("ERISA").

13.1.2. IRC STATUS. The Plan is intended to be a nonqualified,
unfunded, deferred compensation arrangement.

13.1.3. REFERENCES TO LAWS. Any reference in the Plan Statement to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation.

13.2. EFFECT ON OTHER PLANS. This Plan Statement shall not alter, enlarge or
diminish any person's rights or obligations under any other benefit plan for
members of the Board of Directors.

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13.3. DISQUALIFICATION. Notwithstanding any other provision of the Plan
Statement or any election or designation made under the Plan, any potential
Beneficiary who feloniously and intentionally kills a Participant shall be
deemed for all purposes of the Plan and all elections and designations made
under the Plan to have died before such Participant. A final judgment of
conviction of felonious and intentional killing is conclusive for this purpose.
In the absence of a conviction of felonious and intentional killing, the
Committee shall determine whether the killing was felonious and intentional for
this purpose.

13.4. RULES OF DOCUMENT CONSTRUCTION.

(a) Whenever appropriate, words used herein in the singular may be
read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine;
and the words "hereof," "herein" or "hereunder" or other
similar compounds of the word "here" shall mean and refer to
the entire Plan Statement and not to any particular paragraph
or Section of the Plan Statement unless the context clearly
indicates to the contrary.

(b) The titles given to the various Sections of the Plan Statement
are inserted for convenience of reference only and are not
part of the Plan Statement, and they shall not be considered
in determining the purpose, meaning or intent of any provision
hereof.

(c) Notwithstanding any thing apparently to the contrary contained
in the Plan Statement, the Plan Statement shall be construed
and administered to prevent the duplication of benefits
provided under the Plan and any other plan maintained in whole
or in part by UnitedHealth Group.

13.5. CHOICE OF LAW. This instrument has been executed and delivered in the
State of Minnesota and has been drawn in conformity to the laws of that State
and shall be construed and enforced in accordance with the laws of the State of
Minnesota.

This Plan Statement was approved by the Board of Directors on October 30, 2001.

UNITEDHEALTH GROUP
INCORPORATED

By:_______________________________________
David J. Lubben, General Counsel and
Secretary

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