Amendment to Directors' Compensation Deferral Plan

Exhibit 10(g)

FIRST AMENDMENT
OF
UNITEDHEALTH GROUP
DIRECTORS’ COMPENSATION DEFERRAL PLAN
(2002 Statement)

     WHEREAS, UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation (“UnitedHealth Group”), has heretofore established and maintains a nonqualified, unfunded, deferred compensation plan (the “Plan”) for the benefit of certain members of its Board of Directors; and

     WHEREAS, Said Plan is currently embodied in a document adopted on October 30, 2001, and entitled “UNITEDHEALTH GROUP DIRECTORS’ COMPENSATION DEFERRAL PLAN (2002 Statement)” (the “Plan Statement); and

     WHEREAS, Pursuant to Sections 10.1 of the Plan Statement, the Compensation and Human Resources Committee of the Board of Directors of UnitedHealth Group (the “Compensation Committee”) has the general power to amend the Plan Statement by a written instrument executed by UnitedHealth Group; and

     WHEREAS, UnitedHealth Group desires to amend the Plan Statement to provide for the following: (i) pre-2004 and post-2003 deferrals will be accounted for separately; (ii) post-2003 deferrals shall not be available for on-demand distributions or accelerated distributions; (iii) beginning in 2004, a participant may elect different distribution options for each year’s deferrals; and (iv) the addition of new distribution option: a lump sum payment in the year following the fifth anniversary of the participant’s last day of service as a director.

     NOW, THEREFORE, The Plan Statement is hereby amended in the following respects:

1.     DEFINITION OF ACCOUNT. Effective January 1, 2004, Section 1.2.1 of the Plan Statement is amended to read in full as follows:

     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 which are credited to the dollar amounts specified in Sections 3 and 4 and from which are subtracted payments made pursuant to Section 8. The following accounts will be maintained under this Plan for Participants:

2.     CLARIFICATION REGARDING ENROLLMENT IN DEFERRAL OPTIONS. Effective January 1, 2004, Section 3.1.1 of the Plan Statement is amended to read in full as follows:

     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 or its designee by the enrollment deadline designated by the Committee. 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 or its designee.

3.     MEASURING INVESTMENT. Effective as of August 1, 2002, the third sentence of Section 4.1 of the Plan Statement is amended to read in full as follows:

The Measuring Investments as of August 1, 2002 are listed in Schedule I to the Plan Statement.

4.     DISTRIBUTION OF POST-2003 ACCOUNTS. Effective for Plan Years beginning on or after January 1, 2004, Section 8.2 of the Plan Statement is amended to read in full as follows:

8.2. Form of Distribution. As determined under the rules of Section 8.4, distribution of the Participant’s Post-2003 Account shall be made in one or more of the following forms:

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5.     DISTRIBUTION OF PRE-2004 ACCOUNTS. Effective for Plan Years beginning on or after January 1, 2004, Section 8 of the Plan Statement is amended by adding thereto the following new Section 8.3 and all subsequent sections (and cross references thereto) shall be renumbered accordingly.

8.3. Form of Distribution for Pre-2004 Account. As determined under the rules of Section 8.4, distribution of the Participant’s Pre-2004 Account shall be made in one of the following forms:

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6.     ELECTION OF FORM OF DISTRIBUTION BY PARTICIPANT. Effective for Plan Years beginning on or after January 1, 2004, Section 8.4 (formerly Section 8.3) of the Plan Statement is amended to read in full as follows:

8.4. Election of Form of Distribution by Participant.

     8.4.1. Initial Enrollment. Through a voice response system (or other written or electronic means) approved by the Committee, each Participant shall elect a form of distribution at the time of initial enrollment in the Plan, subject to the following:

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     8.4.2. 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) or Section 8.3(a).

     8.4.3. Separate Distributions Elections Permitted Each Plan Year for Post-2003 Account. Any initial or default distribution election made by a Participant with respect to the Participant’s Post-2003 Account shall remain in effect with respect to the Participant’s Post-2003 Account for all subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant files a new distribution election for the Participant’s Post-2003 Account electing a different form of distribution for that portion of the Participant’s Post-2003 Account attributable to deferrals for such subsequent Plan Year (and any investment gains or losses on such deferrals). Through a voice response system (or other written or electronic means) approved by the Committee, a Participant may elect a different form of distribution for that portion of the Participant’s Post-2003 Account attributable to deferrals for a subsequent Plan Year (and any investment gains or losses on such deferrals). To be effective for deferrals for a Plan Year, the new distribution election must be received by the Committee or its designee by the deadline designated by the Committee. If a Participant files a new distribution election with respect to the Participant’s Post-2003 Account with the Committee pursuant to this Section 8.4.3, such distribution election shall remain in effect for all subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant files with the Committee another distribution election for the Participant’s Post-2003 Account electing a different form of distribution for that portion of the Participant’s Post-2003 Account attributable to deferrals for such subsequent Plan Year (and any investment gains or losses in such deferrals).

     8.4.4. 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 from time to time, subject to the following:

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7.     IN-SERVICE DISTRIBUTIONS. Effective for all in-service distributions payable on or after January 1, 2004, Section 8.9 (formerly Section 8.8) of the Plan Statement is amended to read in full as follows:

8.9. In Service Distributions.

     8.9.1. Pre-Selected In-Service Distributions From Pre-2004 Account. Each Participant who initially enrolled in the Plan prior to January 1, 2004, had a one-time opportunity, when initially enrolling in the Plan, to elect one (1) or more pre-selected in-service distribution dates for all or a portion of the Participant’s Pre-2004 Account, subject to the following rules:

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     8.9.2. Pre-Selected In-Service Distributions From Post-2003 Account. Each Participant has the opportunity, when enrolling in the Plan for each Plan Year beginning on or after January 1, 2004, to elect one (1) or more pre-selected in-service distribution dates for all or a portion of the Participant’s Post-2003 Account attributable to deferrals for such Plan Year (and any investment gains or losses on such deferrals), subject to the following rules:

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     8.9.3. On Demand In-Service Distributions.

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     8.9.4. In-Service Distribution for Financial Hardship.

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8.     SCHEDULE I. Effective August 1, 2002, Schedule I to the Plan Statement is amended by substituting therefor the Schedule I attached to this amendment.

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9.     SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

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SCHEDULE I

MEASURING INVESTMENTS

A.     Measuring Investments as of August 1, 2002. The following are the Measuring Investments as of August 1, 2002:

B.     Measuring Investments prior to August 1, 2002. The following are the Measuring Investments prior to August 1, 2002:

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C.     Default Rules. If a Participant does not designate which Measuring Investments shall be used to determine the value of the Participant’s Account, the value of the Participant’s Account will be determined using the following Measuring Investments:

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