Document

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"). The plan has been amended and restated pursuant to Section 7(a) effective December 31, 2023 to include prior amendments approved by the Committee.

(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 Directors. Each member of the Committee shall be an "outside director" within the meaning of Section 162(m) of the Code.

(h) “Misconduct” shall mean a Participant’s (a) violation of, or failure to act upon or report known or suspected violations of, the Company’s Principles of Integrity and Compliance, or (b) commission of any illegal, fraudulent, or dishonest act or gross negligent or intentional misrepresentation in connection

(j) "Participant" shall mean any executive officer of the Company who is designated by the Committee, as provided for herein, to participate with respect to a Performance Period as a Participant in this Plan. Directors of the Company who are not also employees of the Company are not eligible to participate in the Plan.

(m) "Performance Period" shall mean (i) for an Annual Incentive Award, each consecutive twelve-month period commencing on January 1 of each year during the term of this Plan and coinciding with the Company's fiscal year; and (ii) for a Performance Award, such period or periods as shall be specified from time to time by the Committee.

(a) Power and Authority of Committee. The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to all the applicable provisions of the Plan and applicable law, to (i) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (ii) construe, interpret and administer the Plan and any instrument or agreement relating to the Plan, and (iii) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or any instrument or agreement relating to the Plan (x) shall be within the sole discretion of the Committee, (y) may be made at any time and (z) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants and their legal representatives and beneficiaries, and employees of the Company.

(b) Determinations Made Prior to Each Performance Period. At any time ending on or before the 90th calendar day of each Performance Period, the Committee shall (i) designate all Participants and their Target and maximum awards for such Performance Period, and (ii) establish the performance factors for each Participant for that Performance Period. Notwithstanding the foregoing, the Committee may designate a Participant after the 90th calendar day of a Performance Period, if the Participant became eligible to participate in the Plan by reason of commencement of employment with the Company or a promotion, in each case after the 90th calendar day of the Performance Period.

Committee must certify in writing (i) the Company's Net Income for that Performance Period, (ii) as to the attainment of all factors upon which payments to a Participant for that Performance Period are to be based and (iii) the amount to be paid to each participant for that Performance Period.

(ii) Continued Employment. No Annual Incentive Award shall be paid to a Participant who is not actively employed by the Company at the time the Annual Incentive Award otherwise would be paid except in the case of retirement, death or permanent disability; provided, however, that in the case of Annual Incentive Awards for which attainment of the applicable factors is certified under Section 4(c) in 2012, the Participant must only be actively employed by the Company on December 31, 2012. If a Participant retires before the end of a Performance Period or after the end of a Performance Period but before an Annual Incentive Award is paid, the Committee may, in its discretion, determine that the Participant shall be paid a pro rated portion of the Annual Incentive Award that the Participant would have received but for such retirement. If a Participant dies or becomes permanently and totally disabled before the end of a Performance Period or after the end of a Performance Period but before an Annual Incentive Award is paid, the Committee may, in its discretion, determine that the Participant (or, in the case of death, the Participant's estate) shall be paid a pro rated portion of the Annual Incentive Award that the Participant would have received but for such death or disability. The Committee shall determine the Participant's date of disability in a manner consistent with Company practices.

(iv) Annual Limit on Maximum Payment. The maximum Annual Incentive Award payable to each Participant for an annual Performance Period shall be set by the Compensation Committee as a percentage of the Annual Bonus Pool, the sum of which percentages shall not exceed 100 percent. If the Compensation Committee does not set an annual percentage limit for each Participant for an annual Performance Period, the individual percentage of each Participant shall be the percentage such Participant’s Base Salary on the 90th day of the Performance Period is of the cumulative Base Salaries of all Participants on the 90th day. If a Participant is made eligible for an Annual Incentive Award after the 90th day of the Performance Period, each Participant’s individual percentage shall be adjusted pro rata to be equal to the percentage the each such Participant’s cumulative Base Salary on the 90th day of the Performance Period (except the newly eligible Participant’s Base Salary shall be as of the date of initial eligibility) is of the cumulative Base Salaries of all Participants on the 90th day (except the newly eligible Participant’s Base Salary shall be as of the date of initial eligibility).

(b) Payment of Annual Incentive Award. Subject to any deferred compensation election pursuant to any such plans of the Company applicable hereto, benefits shall be paid to the Participant in cash as soon as administratively feasible upon the completion of a Performance Period, after the Committee has made the certifications provided for in Section 4(c) hereof. Such payments will be made no later than March 15 of the year following the end of the Performance Period.

(ii) Continued Employment. No Performance Award shall be paid to a Participant who is not actively employed by the Company at the time the Performance Award otherwise would be paid except in the case of death, permanent disability, retirement or a Change in Control; provided, however, that in the case of Performance Awards for which attainment of the applicable factors is certified under Section 4(c) in 2012, the Participant must only be actively employed by the Company on December 31, 2012. If a Participant retires before the end of a Performance Period or after the end of a Performance Period but before a Performance Award is paid, the Committee may, in its discretion, determine that the Participant shall be paid a pro rated portion of the Performance Award that the Participant would have received but for such retirement.

(iv) Limit on Maximum Payment of Performance Award. The maximum Performance Award payable to each Participant for a Performance Period shall be set by the Compensation Committee as a percentage of the Performance Bonus Pool, the sum of which percentages shall not exceed 100 percent. If the Compensation Committee does not set an annual percentage limit for each Participant for a Performance Period, the individual percentage of each Participant shall be the percentage such Participant’s Base Salary on the 90th day of the Performance Period is of the cumulative Base Salaries of all Participants on the 90th day. If a Participant is made eligible for a Performance Award after the 90th day of the Performance Period, each Participant’s individual percentage shall be adjusted pro rata to be equal to the percentage the each such Participant’s cumulative Base Salary on the 90th day of the Performance Period (except the newly eligible Participant’s Base Salary shall be as of the date of initial eligibility) is of the cumulative Base Salaries of all Participants on the 90th day (except the newly eligible Participant’s Base Salary shall be as of the date of initial eligibility).

(b) Payment of Performance Award. Subject to any deferred compensation election pursuant to any such plans of the Company applicable hereto, benefits shall be paid to the Participant in cash as soon as administratively feasible upon the completion of a Performance Period, after the Committee has made the certifications provided for in Section 4(c) hereof. Such payments will be made no later than March 15 of the year following the end of the Performance Period.

(c) Death or Disability. If a Participant dies or becomes permanently and totally disabled before the end of a Performance Period or after the end of a Performance Period but before a Performance Award is paid, the Committee may, in its discretion, determine that the Participant (or, in the case of death, the Participant's estate) shall be paid a pro rated portion of the Performance Award that the Participant would have received but for such death or disability. In such event, (i) the pro rationing shall be based on the

portion of such Performance Period prior to the Participant's date of death or disability, and (ii) the measurement of Company and Participant performance shall be based on performance through the end of the fiscal year of the Company which ends closest to such date. The Committee shall determine the Participant's date of disability in a manner consistent with Company practices. Any such pro rated Performance Award shall be paid at the same time as other Performance Awards with respect to the applicable Performance Period.

(d) Change in Control. If a Change in Control (as defined below) occurs during a Performance Period or after the end of a Performance Period but before a Performance Award is paid, a Participant shall vest in the Performance Award for such Performance Period if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the Company as a result of a termination of employment by the Participant for Good Reason or by the Company without Cause. The Committee will determine the level of attainment of any performance factors for which Performance Awards may be paid for each outstanding Performance Period for which Performance Awards have not yet been paid as of the effective date of the Change of Control, in accordance with Section 4(c) hereof. For the purposes of this Section 6:

(i) “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger or other event must also constitute either (A) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (B) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (C) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(ii) “Cause” shall mean a Participant’s (A) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (B) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (C) conviction of any felony, (D) commission of any criminal, fraudulent, or dishonest act in connection with a Participant’s employment, or (E) material breach of any employment agreement between a Participant and the Company, if any. The Company will, within 90 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 90 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(iii) “Good Reason” shall mean the occurrence of any of the following without a Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control: (A) any reduction in Participant’s base salary or a significant reduction in Participant’s total compensation; (B) a reduction in Participant’s annual or long-term incentive opportunities; or (C) a diminution in Participant’s duties, responsibilities or authority. A Participant will, within 90 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail; provided however that this notice period shall be shortened or waived to the extent necessary if compliance with the notice period would cause the termination for Good Reason to occur following the second anniversary of the effective date of the

Change in Control. Except as contemplated by the preceding sentence, in any instance where Participant may have grounds for Good Reason, failure by a Participant to provide written notice of the grounds for Good Reason within 90 days of discovery shall be a waiver of such Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

(a) Amendments to the Plan. The Committee may amend this Plan prospectively at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate or curtail the benefits of this Plan both with regard to persons expecting to receive benefits hereunder in the future and persons already receiving benefits at the time of such action, provided, however, that Section 6(d) of this Plan shall not be amended, or its benefits terminated or curtailed, with respect to any Performance Period during which a Change in Control occurs, occurred, or is anticipated to occur.

Participants and beneficiaries shall not have the right to assign, encumber or otherwise anticipate the payments to be made under this Plan, and the benefits provided hereunder shall not be subject to seizure for payment of any debts or judgments against any Participant or any beneficiary.

In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Committee may establish such policy or policies as it deems appropriate with respect to such laws and regulations, including without limitation, the establishment of policies to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from such Participant.

By receiving an earned award under the Plan, Participant acknowledges and agrees that Participant and Participant’s earned awards are subject to the UnitedHealth Group Recoupment and Cancellation Policy (as approved by the Committee on April 13, 2022), and the UnitedHealth Group Dodd-Frank Clawback Policy (as approved by the Committee on November 6, 2023), both of which are hereby incorporated by reference into the Plan.

(c) Applicability to Successors. This Plan shall be binding upon and inure to the benefit of the Company and each Participant, the successors and assigns of the Company, and the beneficiaries, personal representatives and heirs of each Participant. If the Company becomes a party to any merger, consolidation or reorganization, this Plan shall remain in full force and effect as an obligation of the Company or its successors in interest.

(d) Employment Rights and Other Benefit Programs. The provisions of this Plan shall not give any Participant any right to be retained in the employment of the Company. In the absence of any specific agreement to the contrary, this Plan shall not affect any right of the Company, or of any affiliate of the Company, to terminate, with or without cause, any Participant's employment at any time. This Plan shall not replace any contract of employment, whether oral or written, between the Company and any Participant, but shall be considered a supplement thereto. This Plan is in addition to, and not in lieu of, any other employee benefit plan or program in which any Participant may be or become eligible to participate by reason of employment with the Company. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant's compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by such other plan.

(e) No Trust or Fund Created. This Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any affiliate pursuant to this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company or of any affiliate.

(g) Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect.