Form S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on September 30, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UnitedHealth Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

41-1321939

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota

55343

(Address of Principal Executive Offices)

(Zip Code)

OPTUM PARTNER SERVICES EXECUTIVE SAVINGS PLAN

(Full title of the plan)

Marianne D. Short

Executive Vice President and Chief Legal Officer

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

(Name and address of agent for service)

(952) 936-1300

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Deferred Compensation Obligations	$100,000,000	100%⁽²⁾	$100,000,000⁽²⁾	$12,120

(1)	The Deferred Compensation Obligations are unsecured obligations to pay deferred compensation in the future in accordance with the terms of the Optum Partner Services Executive Savings Plan.

(2)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Optum Partner Services Executive Savings Plan (the “Plan”), as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”), either as part of the registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute the prospectus required by Section 10(a) of the Securities Act.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents, which have been filed with the SEC by the Company, are incorporated by reference in this registration statement (in each case excluding any information deemed to have been furnished and not filed in accordance with SEC rules):

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

(b)

The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019; and

(c)

The Company’s Current Reports on Form 8-K filed on February 19, 2019, June 7, 2019, June 28, 2019 and July 25, 2019.

All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference in this registration statement. Any statement contained herein or in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this registration statement.

Item 4.

Description of Securities.

The securities offered hereby are deferred compensation obligations of Optum Medical Services, P.C. (“Optum”), as plan sponsor, and of certain affiliates of Optum (together with Optum, the “Employers”), which are being offered to eligible employees of the Employers under the Plan. The Plan permits participants to defer, in accordance with the terms of the Plan, base salary and cash incentive compensation (the “Cash Deferrals”). The amount of compensation to be deferred by each participant will be based on elections by each participant under the terms of the Plan. The Employers will credit to participants’ deferral accounts certain amounts specified in the Plan related to matching contributions on certain Cash Deferrals. The Employers may also, but are not required to, credit any additional amount to any participant’s account.

The deferred amounts described above (including the Cash Deferrals and additional amounts credited by the Employers to a participant’s account) will be credited with earnings and investment gains and losses by assuming that the amounts were invested in one or more investment alternatives selected by the participant in accordance with the terms of the Plan. The deemed investment alternatives include various investment funds with different degrees of risk. Participants may reallocate amounts among the various deemed investment alternatives each business day when the New York Stock Exchange is open. These deemed investment alternatives are merely measuring tools to determine the value of the participant’s account, and the Employers are not required to invest any amounts as a result of these elections.

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The Plan is an unfunded and unsecured liability of the Employers and benefits are paid from the Employers’ general assets. The benefits payable under the Plan are future obligations of the Employers and are dependent on the Employers’ financial condition and creditworthiness. Although a “rabbi trust” has been established, which holds assets that are used solely to pay benefits to Plan participants, participants do not have any preferential right to any assets in the trust. In the event of an Employer’s insolvency or bankruptcy, the trust assets are treated like other corporate assets of the Employer and are subject to the claims of the Employer’s creditors. Claims for deferred compensation will be treated like any other claim by the Employer’s unsecured creditors, with no special preference for participants in the Plan. Therefore, if an Employer becomes insolvent or bankrupt, participants in the Plan could lose some or all of their benefits under the Plan. All amounts payable to participants under the Plan are denominated in U.S. dollars and will be payable on the date or dates selected by each participant in accordance with the terms of the Plan or on such other date or dates as specified in the Plan. Rights to payment under the Plan are not convertible into another security of the Employers.

Optum’s board of directors has reserved the right to amend the Plan prospectively, retroactively or both, at any time, including the right to terminate the Plan completely. The plan administrator may also unilaterally amend the Plan to the same extent, and subject to the same limitations, as Optum’s board of directors, provided that the plan administrator does not have the right to adopt any amendment that would materially raise the cost of the Plan. No amendment will reduce a participant’s account balance as of the date of such amendment. In no event will the Employers be responsible for any decline in a participants’ account balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of one or more investment alternatives.

A participant’s rights or the rights of any other person to receive payment of deferred compensation obligations under the Plan may not be sold, assigned, transferred, pledged, garnished or encumbered, except by a written designation of a death beneficiary under the Plan.

The foregoing summarizes the material terms and provisions of the deferred compensation obligations. It is not a complete legal description of the deferred compensation obligations and is qualified in its entirety by reference to the Plan.

Item 5.

Interests of Named Experts and Counsel.

Faraz A. Choudhry, who has given an opinion of counsel with respect to the securities to which this registration statement relates, is an employee and officer (Senior Associate General Counsel and Assistant Secretary) of the Company. Mr. Choudhry is not eligible to participate in the Plan.

Item 6.

Indemnification of Directors and Officers.

Delaware General Corporation Law. The Company is incorporated under the laws of Delaware. Section 145(a) of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise

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against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the Delaware General Corporation Law provides that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(d) of the Delaware General Corporation Law states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the shareholders.

Section 145(f) of the Delaware General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145.

Section 145(j) of the Delaware General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation. The Company’s Certificate of Incorporation provides that, to the fullest extent permissible under the Delaware General Corporation Law, the Company’s directors shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except that a director shall be liable to the extent provided by applicable law (1) for breach of the director’s duty of loyalty to the Company or its shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the Delaware General Corporation Law regarding the unlawful payment of dividends or stock redemptions or repurchases or (4) for any transaction from which the director derived an improper personal benefit.

Bylaws. The Company’s Bylaws provide that the Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, because he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.

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The Company’s Bylaws provide that the Company shall advance to indemnified persons expenses incurred in defending any such proceedings, subject to an obligation to repay amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnified person is not entitled to be indemnified for such expenses under the Company’s Bylaws or otherwise.

Indemnification Agreements. The Company has entered into an indemnification agreement with each of its directors and executive officers which provides, among other things, that the Company will indemnify each such person to the fullest extent permitted by law, subject to certain conditions, against all expenses and certain other amounts actually and reasonably incurred by such person in connection with proceedings in which such person is involved, or is threatened to become involved, because such person is or was a director or officer of the Company, by reason of any action or inaction on the part of such person, or by reason of the fact that such person is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other enterprise. The indemnification agreement also requires the Company, under certain circumstances, to advance expenses incurred by such person in connection with the investigation, defense, settlement or appeal of any such proceedings.

Other Insurance. The Company maintains directors’ and officers’ liability insurance which covers certain liabilities and expenses of the Company’s directors and officers and covers the Company for reimbursement of payments to the Company’s directors and officers in respect of such liabilities and expenses.

* * * * *

The above discussion of the Company’s Certificate of Incorporation, Bylaws, indemnification agreements and insurance arrangements, as well as the Delaware General Corporation Law, is not intended to be exhaustive and is qualified in its entirety by reference to such Certificate of Incorporation, Bylaws, indemnification agreements, insurance arrangements and statutes.

Item 7.

Exemption from Registration Claimed.

Not applicable.

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Item 8.

Exhibits.


Number		Description

4.1		Optum Partner Services Executive Savings Plan (2019 Restatement).

4.2		First Amendment to Optum Partner Services Executive Savings Plan (2019 Restatement).

4.3		Second Amendment to Optum Partner Services Executive Savings Plan (2019 Restatement).

5.1		Opinion of Faraz A. Choudhry, the Company’s Senior Associate General Counsel.

23.1		Consent of Faraz A. Choudhry, the Company’s Senior Associate General Counsel (included in Exhibit 5.1).

23.2		Consent of Deloitte & Touche LLP.

24.1		Power of Attorney.

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Item 9.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on September 30, 2019.


UNITEDHEALTH GROUP INCORPORATED

By:		/s/ David S. Wichmann
		David S. Wichmann
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 30, 2019.


Signature		Title

/s/ David S. Wichmann David S. Wichmann		Director and Chief Executive Officer (principal executive officer)

/s/ John F. Rex John F. Rex		Chief Financial Officer (principal financial officer)

/s/ Thomas E. Roos Thomas E. Roos		Senior Vice President and Chief Accounting Officer (principal accounting officer)

* William C. Ballard, Jr.		Director

* Richard T. Burke		Director

* Timothy P. Flynn		Director

* Stephen J. Hemsley		Director

* Michele J. Hooper		Director

* F. William McNabb III		Director

* Valerie C. Montgomery Rice, M.D.		Director

John H. Noseworthy, M.D.		Director


Signature		Title

* Glenn M. Renwick		Director

* Gail R. Wilensky, Ph.D.		Director

*	The undersigned, by signing below, does hereby execute this registration statement on behalf of the directors of UnitedHealth Group Incorporated listed above pursuant to the Power of Attorney filed herewith as Exhibit 24.1.


By:		/s/ Faraz A. Choudhry
		Faraz A. Choudhry
		As Attorney-In-Fact

EX-4.1

Exhibit 4.1

OPTUM PARTNER SERVICES

EXECUTIVE SAVINGS PLAN

(Restated Effective January 1, 2019)

OPTUM PARTNER SERVICES

EXECUTIVE SAVINGS PLAN

(Restated Effective January 1, 2019)

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Statement of Plan. Effective January 1, 2014, Optum Medical Services, P.C. (“Optum”), as plan sponsor, and certain affiliated corporations (hereinafter together with Optum sometimes collectively referred to as the “Employers”) created and established a nonqualified, unfunded, deferred compensation plan (the “Plan”) for the benefit of a select group of management or highly compensated employees of the Employers to defer the receipt of compensation which would otherwise be paid to those employees. The Plan is hereby amended and restated in its entirety, effective January 1, 2019, in order to incorporate all amendments previously made to the Plan and to make certain other changes.

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 the Employers 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, 4 and 5 and from which are subtracted payments made pursuant to Section 9. To the extent necessary to accommodate and effect the distribution elections made by Participants pursuant to Section 9.3 or Section 9.8.1, separate bookkeeping sub-accounts shall be established with respect to each of the several annual forms of distribution elections and pre-selected in-service distribution elections made by Participants.

1.2.2. Administrator — The Optum Partner Services Plan Administration Committee, or any other person or committee designated by Optum to administer the Plan in accordance with Section 13.

1.2.3. Affiliate — a business entity which is not an Employer but which is part of a “controlled group” with the Employer or under “common control” with an Employer, as those terms are defined in section 414(b) and (c) of the Code (applying an eighty percent (80%) common ownership standard except for purposes of determining whether a Participant has incurred a Separation from Service, for which purpose a fifty percent (50%) common ownership standard shall be applied in accordance with Treasury Regulation §1.409A-1(h)(3)). A business entity which is a predecessor to an Employer shall be treated as an Affiliate if the Employer maintains a plan of such predecessor business entity or if, and to the extent that, such treatment is otherwise required by regulations under section 414(a) of the Code. A business entity shall also be treated as an Affiliate if, and to the extent that, such treatment is required by regulations under section 414(o) of the Code. In addition to said required treatment, the Administrator may, in his or her discretion, designate as an Affiliate any business entity which is not such a “controlled group,” “common control” or “predecessor” business entity but which is otherwise affiliated with an Employer, subject to such limitations as the Administrator may impose.

1.2.4. Annual Valuation Date — each December 31.

1.2.5. Base Salary — a Participant’s base or regular compensation, including vacation, sick leave, or other forms of paid time off, but excluding all forms of non-cash compensation, all Incentive Awards, and amounts paid in addition to base compensation, including by way of illustration but not limited to medical director fees, hospital pay and stipends, overtime, premium shift pay, bonuses, referral awards, and severance or separation pay. The Administrator may include certain classes of compensation in, or exclude classes of compensation from, Base Salary, by action communicated to Participants during the election period described in Section 4.2.1.

1.2.6. Beneficiary — a beneficiary designated by a Participant (or automatically by operation of the Plan) 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 beneficiary so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.7. CEO — the Chief Executive Officer of Optum or his or her delegee for Plan purposes.

1.2.8. Code — the Internal Revenue Code of 1986, as amended.

1.2.9. Effective Date — January 1, 2019. Except as otherwise provided herein, the benefits payable to any Participant who incurred a Separation from Service prior to January 1, 2019, shall be determined by the substantive terms of the Plan as then in effect.

1.2.10. Eligible Employee —

(a)	In General. Any physician employed by an Employer earning a Base Salary of not less than $150,000. In order to be an Eligible Employee, an Employee must be earning a Base Salary of not less than $150,000, regardless of whether the Employee is employed at a full-time level.

(b)

Authority to Make Changes. Notwithstanding the foregoing, the Administrator may from time to time in his or her discretion modify the criteria for Eligible Employees, provided that in no event shall any person be considered an Eligible Employee who is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA).

1.2.11. Employers — Optum, each business entity listed as an Employer in the Schedule I to this Plan; any other business entity that employs persons who are selected for participation under Section 2.3 of this Plan; and any successor thereof.

1.2.12. ERISA — the Employee Retirement Income Security Act of 1974, as amended.

1.2.13. Incentive Award — any incentive awards that are payable under any incentive plan designated by the Administrator that relate to a performance period of not more than one year, excluding any Performance Award.

1.2.14. Optum — Optum Medical Services, P.C., or any successor thereto.

1.2.15. Optum Board — the Board of Directors of Optum, including any properly authorized committee of the Board of Directors.

1.2.16. Participant — an employee of an Employer who is selected for participation in this Plan in accordance with the provisions of Section 2 and who has elected to defer compensation under Section 4. An employee 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.

1.2.17. Performance Award — any incentive awards that are payable under any long-term incentive plan designated by the Administrator.

1.2.18. Plan — the nonqualified, unfunded, deferred compensation programs maintained by the Employers for the benefit of Participants eligible to participate therein, as set forth in this Plan.

1.2.19. Plan Year — the calendar year, or such other twelve month period as may be designated by the Administrator.

1.2.20. Separation from Service — a severance of an employee’s employment relationship with the Employers and all Affiliates for any reason as defined in section 409A of the Code and Treasury Regulation §1.409A-1(h). The Employers shall determine whether an employee has incurred a Separation from Service in accordance with section 409A of the Code and Treasury Regulation §1.409A-1(h).

1.2.21. Specified Employee — an employee who, as of the date of the employee’s Separation from Service, is a key employee of an Employer or an Affiliate within the meaning of section 409A of the Code and determined pursuant to procedures adopted by UnitedHealth Group.

1.2.22. UnitedHealth Group — UnitedHealth Group, Incorporated, a Minnesota corporation that is the parent corporation of the group that includes Optum, or any successor thereto.

1.2.23. UnitedHealth ESP — The UnitedHealth Group Executive Savings Plan, a nonqualified deferred compensation plan maintained by UnitedHealth Group for the benefit of certain employees of UnitedHealth Group and its subsidiaries.

1.2.24. Valuation Date — any day that the U.S. securities markets are open and conducting business.

SECTION 2

ELIGIBILITY TO PARTICIPATE

2.1. Selection for Participation in the Plan. Only Eligible Employees who are selected for participation in this Plan by the Administrator and who are notified that they are selected for participation shall be eligible to become a Participant in this Plan. The Administrator shall not select any employee for participation unless the Administrator determines that such employee is a member of a select group of management or highly compensated employees (as that expression is used in ERISA).

2.2. Enrollment Requirements. As a condition of participation, each selected employee who is eligible to participate in this Plan as of the first day of a Plan Year shall complete, execute and return to the Administrator or his or her designee an election form prior to the first day of such Plan Year, or such earlier deadline as may be established by the Administrator or his or her designee.

Notwithstanding the foregoing, a selected employee who first becomes eligible to participate in this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code) after the first day of a Plan Year must complete these requirements within thirty (30) days after such employee first becomes eligible to participate in this Plan, or within such earlier deadline as may be established by the Administrator, in his or her sole discretion, in order to participate for such period. In such event, such employee’s participation in this Plan shall commence as soon as administratively feasible after he or she elects to participate in this Plan, and such employee shall not be permitted to defer under this Plan any portion of the employee’s Base Salary or Incentive Award that are paid (or earned) with respect to services performed prior to the employee’s participation commencement date, except to the extent permissible under section 409A of the Code and the regulations issued thereunder.

Each selected employee who is eligible to participate in this Plan shall commence participation in this Plan only after the employee has met all enrollment requirements set forth in this Plan and required by the Administrator, including returning all required documents to the Administrator within the specified time period. Notwithstanding the foregoing, the Administrator or his or her designee shall process such Participant’s deferral elections as soon as administratively feasible after such deferral elections are received by the Administrator or his or her designee.

If an employee fails to meet all requirements contained in this Section 2.2 within the period required, that employee shall not be eligible to participate in this Plan during such Plan Year.

2.3. Special Eligibility Rule For Former Participants. If a Participant terminates employment with the Employer and all Affiliates and such Participant:

(a)	is subsequently reemployed by an Employer as an Eligible Employee, and

(b)	is selected for participation in this Plan by the Administrator,

(c)

either

(i)

has been paid all amounts deferred under this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code), and on and before the date of the last payment was not eligible to continue (or elect to continue) to participate in this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code) for periods after the last payment, or

(ii)

has not been eligible to participate in this Plan (or any other like-type plan of any Employer or Affiliate which is required to be aggregated with this Plan for purposes of section 409A of the Code) at any time during the twenty-four (24) month period ending on the date such employee is selected for participation in this Plan, other than by the accrual of earnings,

the Administrator may designate that such employee shall be allowed to reenter the Plan as a Participant as of a fixed prospective date that is other than the first day of a Plan Year so long as that prospective date is within thirty (30) days of selection. Such employee shall be subject to the same enrollment requirements as any other selected employee who first becomes eligible to participate in this Plan after the first day of a Plan Year as provided in Section 2.2. A Participant whose employment is transferred to an Affiliate that has not adopted this Plan (or any other like-type plan which is required to be aggregated with this Plan for purposes of section 409A of the Code) and who otherwise meets the requirements of this Section 2.3 shall be treated as having terminated employment.

2.4. Special Rule For Certain Employees of Acquired Companies. If an employee of any company that is acquired by an Employer or an Affiliate:

(a)	is employed as an Eligible Employee,

(b)

has not been eligible to participate in any account balance deferred compensation plan which is required to be aggregated with this Plan for purposes of section 409A of the Code (other than by the accrual of earnings) at any time during the twenty-four (24) month period ending on the date such employee is selected for participation in this Plan, and

(c)	is selected for participation in this Plan by the Administrator,

the Administrator may designate that such employee shall be allowed to enter the Plan as a Participant as of a fixed prospective date that is other than the first day of a Plan Year so long as that prospective date is within thirty (30) days of selection. Such employee shall be subject to the same enrollment requirements as any other selected employee who first becomes eligible to participate in this Plan after the first day of a Plan Year as provided in Section 2.2.

2.5. Termination of Participation. If an employee selected for participation in this Plan for one Plan Year is not selected for a subsequent Plan Year, no further deferrals shall be made by or for such employee in that subsequent Plan Year. If an employee selected for participation in this Plan ceases to be a member of a select group of management or highly compensated employees

(as that expression is used in ERISA), such employee’s deferral elections shall be cancelled as of the first day of the Plan Year beginning after such employee ceases to be a select group of management or highly compensated employees. In the event that a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account shall continue to be governed by the terms of this Plan until such time as the Participant’s Account is paid in accordance with the terms of the Plan.

2.6 Special Rule for Overseas Employees. If an employee is compensated by an Affiliate located outside of the United States, and such compensation is paid outside of the United States (an “Overseas Employee”), such employee shall not be eligible to participate in the Plan. If a Participant becomes an Overseas Employee, any compensation paid by such Affiliate shall not be included in his or her Incentive Award, Performance Award or Base Salary for purposes of Section 4, and the last sentence of Section 2.5 shall apply to such Participant as if he or she had ceased to be a member of a select group of management or highly compensated employees. If an otherwise eligible employee ceases to be an Overseas Employee during a Plan Year, and is or becomes employed within the United States as an Eligible Employee, and the employee has not been eligible to participate in the Plan, or any other account balance deferred compensation plan maintained by any Employer or Affiliate (other than the accrual of earnings) at any time during the twenty-four (24) month period ending on the date such employee is selected for this Plan, the Administrator may designate that such employee shall be allowed to enter the Plan as a Participant as of a fixed prospective date that is not later than thirty (30) days after selection. Such employee who is selected for participation during a Plan Year shall be subject to the same enrollment requirements as any other selected employee who first becomes eligible to participate in this Plan after the first day of a Plan Year as provided in Section 2.2. Notwithstanding the foregoing, an employee who is compensated both by an Employer located within the United States and an Affiliate located outside of the United States during the same period, may continue to be, or, if otherwise eligible, may become, a Participant, but only compensation paid within the United States shall be included in his or her Incentive Award, Performance Award or Base Salary. For purposes of this Section 2.6, Puerto Rico, and any other territory or possession of the United States that is not subject to the Internal Revenue Code of 1986, shall be considered to be outside of the United States.

SECTION 3

TRANSFERS BETWEEN PLANS OF AFFILIATES

Optum is a wholly owned indirect subsidiary of UnitedHealth Group, which sponsors the UnitedHealth ESP, a nonqualified deferred compensation plan for the benefit of UnitedHealth Group and its subsidiaries, all of which are Affiliates as defined in this Plan. The following rules shall apply to transfers of employment between an Employer and any other Affiliate that occurs during a Plan Year:

(a) If a participant in either this Plan or the UnitedHealth ESP is transferred during a Plan Year to the employ of any Employer or Affiliate that has adopted either this Plan or the UnitedHealth ESP as of the first day of the Plan Year (the “New Participating Employer”), then

the deferral elections made under either this Plan or the UnitedHealth ESP shall be applied to compensation paid by the New Participating Employer as follows:

(i)

An election to defer Base Salary for the Plan Year in which such transfer occurs shall be treated as an election to defer the same percentage of the Participant’s Base Salary paid by the New Participating Employer under either this Plan or the UnitedHealth ESP for the balance of the Plan Year.

(ii)

An election to defer any incentive compensation paid with respect to a performance period of not more than one year, which performance period either coincides with or is contained with the Plan Year, shall be treated as an election to defer the same percentage of any incentive compensation plan sponsored by the New Participating Employer for a performance period of not more than one year which performance period either coincides with or is contained with the Plan Year, but only if, at the time the participant made the original deferral election he could have made an election to defer such incentive compensation consistent with section 409A (regardless of whether the Plan or UnitedHealth ESP would have permitted such an election).

(iii)

If the participant is participating in any long-term incentive plan with a performance period that exceeds one year, and is transferred during such performance period, any election to defer any long-term incentive compensation paid with respect to such performance period, shall be treated as an election to defer the same percentage of any long-term incentive compensation plan sponsored by the New Participating Employer for a performance period that ends on the same date as the original performance period, but only if, at the time the participant made the original deferral election he could have made an election to defer such incentive compensation consistent with section 409A (regardless of whether the Plan or UnitedHealth ESP would have permitted such an election).

(iv)

If the participant first became eligible to participate in the Plan or UnitedHealth ESP in the Plan Year in which the transfer occurs, and was permitted to make an election because of his initial eligibility, the rules described above shall apply to the remaining portion of the Plan Year, and whether the Employer or Affiliate to which the participant is transferred is a New Participating Employer shall be determined by whether the Employer or Affiliate had adopted either this Plan or the UnitedHealth ESP on the date of the participant’s initial eligibility.

(b) Except as otherwise provided in (a), or as otherwise required by Section 409A of the Code, a participant’s deferral election shall not apply to any compensation paid by any Employer or Affiliate other than the Employer or Affiliate by which he was employed at the time the election was made, provided, however, that:

(i)

To the extent any form of incentive compensation with respect to which a Participant has made a deferral election becomes payable after the Participant’s employment has been transferred to another Employer or Affiliate, it shall be deferred as if the Participant had still been employed by an Employer at the time of payment.

(ii)

Nothing contained herein shall preclude the Administrator from permitting an Eligible Employee participant to make a deferral election following a transfer of employment if such election would otherwise be permitted under Section 4.

(c) Accounts representing compensation deferred under the UnitedHealth ESP of a person whose employment is transferred to an Employer may be transferred to this Plan, and the Account balance of a Participant whose employment is transferred to an Affiliate that participates in the UnitedHealth ESP may be transferred to the UnitedHealth ESP, in both cases in accordance with procedures, and subject to limitations, established by the Administrator; provided, however, that such transfer shall have no effect on the time or form of payment of the amount transferred, except as otherwise permitted by section 409A of the Code.

SECTION 4

INCENTIVE DEFERRAL OPTION AND

SALARY DEFERRAL OPTION PLAN

4.1. Incentive Award Deferral Option.

4.1.1. Amount of Deferrals. A Participant may elect to defer between (and including) 1% and 100% of such Participant’s Incentive Award. To be effective for an Incentive Award paid during a Plan Year, the deferral election must be received by the Administrator or his or her designee prior to the first day of the Plan Year that includes the first day of the performance period for which the Incentive Award is earned (or such earlier deadline designated by the Administrator). Such election shall be irrevocable for the Plan Year with respect to which it is made once it has been accepted by the Administrator. If a Participant receives an in-service distribution for an unforeseeable emergency (pursuant to Section 9.8.2(b)) prior to January 1, 2019, the Participant’s deferral election in effect at the time of such distribution shall be cancelled 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 ends at least six (6) months after such distribution. If a Participant receives a hardship withdrawal (as defined in Treasury Regulation §1.401(k)-1(d)(3)) prior to January 1, 2019, from the Optum Partner Services 401(k) Savings Plan or any other 401(k) plan maintained by the Employers or an Affiliate, the Participant’s deferral election in effect at the time of such withdrawal shall be cancelled as soon as administratively practicable following the date such withdrawal 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 withdrawal.

4.1.2. Crediting to Accounts. The Administrator shall cause to be credited to the Account of each Participant the amount, if any, of such Participant’s voluntary deferrals of any Incentive Awards under Section 4.1.1. Such amount shall be credited as soon as administratively feasible after the day such Incentive Award would otherwise have been paid to the Participant, and shall be fully vested.

4.1.3. Matching Credits. The Administrator shall cause to be credited to the Account of each Participant an additional matching amount equal to 50% of the amount credited to such Participant’s Account under Section 4.1.2 above. For this purpose, however, deferrals at a rate exceeding 6% of the Participant’s Incentive Award shall be disregarded. Such matching amounts shall be credited as soon as administratively feasible on or after the day the related deferral of the Incentive Award is credited, and shall be fully vested.

4.2. Salary Deferral Option.

4.2.1. Amount of Deferrals. A Participant may elect to defer between (and including) 1% and 80% of such Participant’s Base Salary for a Plan Year. To be effective for a Plan Year, the deferral election must be received by the Administrator or his or her designee prior to the first day of the Plan Year (or such earlier deadline designated by the Administrator). Such election shall be irrevocable for the Plan Year with respect to which it is made once it has been accepted by the Administrator. If a Participant first becomes eligible to participate in the Plan after the first day of such Plan Year, the Participant’s deferral election shall apply with respect to Base Salary paid for services to be performed after the deferral election is received by the Administrator or his or her designee.

If a Participant receives an in-service distribution for an unforeseeable emergency (pursuant to Section 9.8.2(b)) prior to January 1, 2019, the Participant’s deferral election in effect at the time of such distribution shall be cancelled as soon as administratively practicable following the date such distribution is made. The Participant may not again elect to defer Base Salary under this Plan until the enrollment period for the Plan Year that begins at least six (6) months after such distribution. If a Participant receives a hardship withdrawal (as defined in Treasury Regulation §1.401(k)-1(d)(3)) prior to January 1, 2019, from the Optum 401(k) Savings Plan or any other 401(k) plan maintained by the Employers or an Affiliate, the Participant’s deferral election in effect at the time of such withdrawal shall be cancelled as soon as administratively practicable following the date such withdrawal is made. The Participant may not again elect to defer Base Salary under this Plan until the enrollment period for the Plan Year that begins at least six (6) months after such withdrawal.

4.2.2. Crediting to Accounts. The Administrator shall cause to be credited to the Account of each Participant the amount, if any, of such Participant’s voluntary deferrals of salary or other pay under Section 4.2.1. Such amount shall be credited as soon as administratively feasible after the day such salary or other pay would otherwise have been paid to the Participant, and shall be fully vested.

4.2.3. Matching Credits. The Administrator shall cause to be credited to the Account of each Participant an additional matching amount equal to 50% of the amount credited to such Participant’s Account under Section 4.2.2 above. For this purpose, however, deferrals at a rate exceeding 6% of the Participant’s Base Salary shall be disregarded. Such matching amounts shall be credited as soon as administratively feasible on or after the day the related deferral of the Base Salary is credited, and shall be fully vested.

4.3. Performance Award Deferral Option (for Long-Term Awards).

4.3.1. Amount of Deferrals. A Participant may elect to defer between (and including) 1% and 100% of such Participant’s Performance Award. To the extent permitted under section 409A of the Code and related Regulations and guidance, the deferral election must be received by the Administrator or his or her designee prior to the first day of the first Plan Year in the performance period (or such earlier deadline designated by the Administrator), or any later deadline designated by the Administrator which is at least six (6) months before the end of the performance period. Such election shall be irrevocable for the applicable performance period with respect to which it is made once it has been accepted by the Administrator.

If a Participant receives an in-service distribution for an unforeseeable emergency (pursuant to Section 9.8.2(b)) prior to January 1, 2019, the Participant’s deferral election in effect at the time of such distribution shall be cancelled as soon as administratively practicable following the date such distribution is made. The Participant may not again elect to defer all or a portion of a Performance Award under this Plan until the enrollment period for the Plan Year that begins at least six (6) months after such distribution. If a Participant receives a hardship withdrawal (as defined in Treasury Regulation §1.401(k)-1(d)(3)) prior to January 1, 2019, from the Optum Partner Services 401(k) Savings Plan or any other 401(k) plan maintained by the Employers or an Affiliate, the Participant’s deferral election in effect at the time of such withdrawal shall be cancelled as soon as administratively practicable following the date such withdrawal is made. The Participant may not again elect to defer all or a portion of a Performance Award under this Plan until the enrollment period for the Plan Year that begins at least six (6) months after such withdrawal.

4.3.2. Crediting to Accounts. The Administrator shall cause to be credited to the Account of each Participant the amount, if any, of such Participant’s voluntary deferrals of any Performance Awards under Section 4.3.1. Such amount shall be credited as soon as administratively feasible after the day such Performance Award would otherwise have been paid to the Participant, and shall be fully vested.

4.3.3. No Matching Credits. No matching amounts shall be credited for deferrals of Performance Awards under Section 4.3.1.

4.4. Employer Discretionary Supplements. Upon written notice to the Administrator, the Employer of any Participant may determine that additional amounts shall be credited to the Accounts of such Participant. Such notice shall also specify the date of such crediting. Notwithstanding Section 7, such notice may also establish vesting rules for such amounts, in which case separate Accounts shall be established for such amounts for such Participants.

4.5. Limitation on Deferrals. Notwithstanding any other provision of this Plan, any amount deferred by a Participant from any paycheck shall not exceed the amount that would accommodate current payment of all required withholdings from such paycheck.

SECTION 5

CREDITS FROM MEASURING INVESTMENTS

5.1. Designation of Measuring Investments. Through a voice response system (or other written or electronic means) approved by the Administrator, 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 the Employers under the Plan, and the Employers are not required to purchase such investments. The Measuring Investments shall be listed in the enrollment guide for the Plan. Participants may change the Measuring Investment designations for their Accounts as of any business date of the Plan Year

5.2. Operational Rules for Measuring Investments. The Administrator shall 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.

SECTION 6

OPERATIONAL RULES

6.1. Operational Rules for Deferrals. Except as otherwise determined by the Administrator, a Participant’s election to defer compensation under Section 4 shall be “evergreen” and shall remain in effect for subsequent Plan Years unless, prior to such Plan Year, the election is changed or terminated, the Participant is not selected for participation for that subsequent Plan Year, or the Participant’s election was cancelled by reason of the Participant receiving an in-service distribution before the Effective Date for an unforeseeable emergency or a hardship withdrawal from a 401(k) plan. If a Participant’s pay after deferrals is not sufficient to cover pre-tax and after-tax benefit payroll deductions, and tax or other payroll withholding requirements, the Participant’s deferrals shall be reduced to the extent necessary to meet such requirements.

6.2. Establishment of Accounts. There shall be established for each Participant an unfunded, bookkeeping Account.

6.3. Adjustment of Accounts. The Administrator shall cause the value of each Account to be increased (or decreased) from time to time for additions distributions, investment gains (or losses) and expenses charged to the Account.

6.4. Accounting Rules. The Administrator may adopt (and revise) accounting rules for adjustment of the Accounts.

SECTION 7

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 Employers discretionary supplements under Section 4.4).

SECTION 8

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 the Employers, nor shall the Administrator 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 and section 206(d) of ERISA) 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 Administrator.

SECTION 9

DISTRIBUTIONS

9.1. Time of Distribution to Participant.

9.1.1. General Rule. Upon Participant’s Separation from Service, the Employer shall commence payment of such Participant’s Account (reduced by the amount of any applicable payroll, withholding and other taxes) in the form and at the time designated by the Participant pursuant to Section 9.3.

9.1.2. No Application for Distribution Required. A Participant’s Account shall be distributed automatically following the Participant’s Separation from Service. A Participant shall not be required to apply for distribution.

9.1.3. Code Section 162(m) Delay. If the Administrator reasonably determines that if a Participant’s Account were distributed at the time otherwise provided in this Section 9, deduction of all or a portion of such distribution would not be permitted due to the application of section 162(m) of the Code (as in effect prior to January 1, 2018), distribution of such portion shall be deferred until the first year in which the Administrator reasonably anticipates, or should reasonably anticipate, that the deduction of such payment will not be barred by application of section 162(m); provided that distributions of all such amounts under the Plan, or any other plan that must be aggregated with this Plan for purposes of section 409A of the Code, are so delayed. Where the payment is delayed to a date on or after the Participant’s Separation from Service, the

payment will be considered a payment upon a separation from service for purposes of Section 9.2(e). No election may be provided to the service provider with respect to the timing of the payment under this Section 9.1.3.

9.1.4. Effect of Reemployment. If a Participant is reemployed by the Employer or an Affiliate after Separation from Service, distribution of the Participant’s Account shall be made in the manner described in Section 9.2 and shall not be suspended as a result of the Participant’s reemployment.

9.2. Form of Distribution. Distribution of the Participant’s Account shall be made in whichever of the following forms as the Participant shall have designated at the time of his or her enrollment (as described in Section 9.3):

(a)

Lump Sum. In the form of a single lump sum. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which the Participant experienced a Separation from Service and shall be actually paid to the Participant as soon as practicable after such determination (but not later than the last day of the February following such Plan Year).

(b)

Installments. In the form of a series of five (5) or ten (10) annual installments. If a Participant elects to receive payments in the form of installments, then pursuant to section 409A of the Code and the regulations issued thereunder (and for purposes of the re-election provisions in Section 9.4.3), the series of installment payments shall be treated as the entitlement to a single payment (rather than a series of separate payments).

(i)

General Rule. The amount of the first installment will be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which the Participant experienced a Separation from Service and shall be actually paid to the Participant as soon as practicable after such determination (but not later than the last day of the February following such Plan Year). The amount of future installments will be determined as soon as administratively feasible following the end of each later Plan Year. The amount of each installment shall be determined by dividing the Account balance as of the Valuation Date 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 February following such Plan Year).

(ii)

Exception for Small Amounts. This Section 9.2(b)(ii) shall apply only if the first installment is payable on or before December 31, 2018. Notwithstanding anything to the contrary in the other paragraphs of this Section 9, if:

(A)

at the time of any distribution of installments from this Plan or any other account balance deferred compensation plan of Employers or an Affiliate, the combined value of (1) the Participant’s Account in this Plan as of the Valuation Date as of which an installment is to be determined and (2) the Participant’s post-2004 accounts in all other account balance deferred

compensation plans of the Employers or an Affiliate is determined to be equal to or less than the applicable dollar amount under section 402(g)(1)(B) of the Code for such calendar year, and

(B)

all such other account balance deferred compensation plans in which the Participant has an account provide for a mandatory small amount cashout of elective deferrals on the same basis as this Section 9.2(b)(ii),

then, the portion of the Participant’s Account in this Plan which is payable in the form of installments shall be distributed to the Participant in a lump sum as soon as practicable after such Valuation Date (but not later than the last day of the February following such Plan Year).

(c)

Five (5) Year Delay, Then Lump Sum. In the form of a single lump sum following the fifth (5th) anniversary of the Participant’s Separation from Service. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which occurs the fifth (5th) anniversary of the Participant’s Separation from Service. Actual distribution shall be made as soon as administratively practicable after such determination (but not later than the last day of the February following the Plan Year in which occurs such fifth (5th) anniversary).

(d)

Ten (10) Year Delay, Then Lump Sum. In the form of a single lump sum following the tenth (10th) anniversary of the Participant’s Separation from Service. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which occurs the tenth (10th) anniversary of the Participant’s Separation from Service. Actual distribution shall be made as soon as administratively practicable after such determination (but not later than the last day of the February following the Plan Year in which occurs such tenth (10th) anniversary).

(e)

Six-Month Delay. If, however, the Participant is a Specified Employee on the date of the Participant’s Separation from Service, distribution shall be delayed until the first day of the seventh month following the month in which occurs the Participant’s Separation from Service (or upon the death of the employee, if earlier). All amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, and the timing of payment of any subsequent installments shall be determined without regard to this Section 9.2(e).

9.3. Election of Form of Distribution by Participant.

9.3.1. Initial Enrollment. Through a voice response system (or other written or electronic means) approved by the Administrator, each Participant shall elect at the time of initial enrollment in the Plan whether distribution shall be made (as described in Section 9.2) in either (i) an immediate lump sum, (ii) five (5) or ten (10) annual installments, or (iii) a delayed lump sum following the fifth (5th) or tenth (10th) anniversary of the Participant’s Separation from Service. Such election shall apply with respect to distribution of that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for the Participant’s initial year of participation in the Plan and any investment gains or losses on such deferrals and matching credits (if any). Subject to Section 9.3.3, an initial distribution election shall remain in effect for subsequent Plan Years.

9.3.2. Default Election of Form of Distribution. If a Participant fails to elect a form of distribution at the time of initial enrollment in the Plan, such Participant shall be deemed to have elected that distribution be made in an immediate lump sum as described in Section 9.2(a).

9.3.3. Separate Distribution Elections Permitted for Subsequent Plan Years. An initial or default distribution election made by a Participant shall remain in effect for subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant elects a different form of distribution for that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for such subsequent Plan Year and any investment gains or losses on such deferrals and matching credits (if any). Through a voice response system (or other written or electronic means) approved by the Administrator, a Participant may elect a different form of distribution for that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for a subsequent Plan Year. To be effective for deferrals and matching credits (if any) for a Plan Year, the new distribution election must be received by the Administrator or his or her designee prior to the first day of the Plan Year (or such earlier deadline designated by the Administrator). If a Participant files a new distribution election with the Administrator pursuant to this Section 9.3.3, such distribution election shall remain in effect for all subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant files another distribution election with the Administrator electing a different form of distribution for that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for such subsequent Plan Year and any subsequent investment gains or losses on such deferrals and matching credits (if any).

9.3.4. Re-Election of Form of Distribution. Through a voice response system (or other written or electronic means) approved by the Administrator, the Participant may elect from time to time to change the form of payment for a specified portion of the Participant’s Account or to delay payment of a specified portion of the Participant’s Account. Each subsequent distribution election shall be effective as to the specified portion of the Participant’s Account. Notwithstanding the foregoing, any new distribution election shall be disregarded as if it had never been filed (and the prior distribution election shall be given effect) unless the distribution election:

(a)

is filed by the Participant while employed by the Employer or an Affiliate at least twelve (12) months before the Participant’s Separation from Service or Death, and if the Participant incurs a Separation from Service or Death within twelve (12) months after the election is filed, the election shall be void; and

(b)	has the effect of delaying payment of the lump sum (or, in the case of installments which are treated as the entitlement to a single payment and not a series of separate payments, the initial commencement date) under the prior election for at least five (5) years

A Participant may not make more than two (2) elections pursuant to this Section 9.3.4 with respect to the same portion of the Participant’s Account. No spouse, former spouse, Beneficiary or other person shall have any right to participate in the Participant’s decision to revise

distribution elections. Notwithstanding the foregoing, the Administrator shall interpret all provisions of this Plan relating to the change of any distribution election in a manner that is consistent with section 409A of the Code and the regulations and other guidance issued thereunder. Accordingly, if the Administrator determines that a requested revision to a distribution election is inconsistent with section 409A of the Code or other applicable tax law, the request shall not be effective.

9.4. Payment to Beneficiary Upon Death of Participant.

9.4.1. Payment to Beneficiary When Death Occurs Before Separation from Service. If a Participant dies before Separation from Service, 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 Separation from Service on the date of death.

9.4.2. Payment to Beneficiary When Death Occurs After Separation from Service. If a Participant dies after a Separation from Service, 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.

9.4.3. Beneficiary Not Required to Apply for Distribution. Distribution shall be made to the Beneficiary when the Administrator receives notice of the Participant’s death, without the requirement of an application.

9.4.4. 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 5. The Administrator may adopt (and revise) rules to govern designations of Measuring Investments by Beneficiaries. Unless changed by the Administrator, 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.

9.5. Designation of Beneficiaries.

9.5.1. Right to Designate. Each Participant may designate, upon forms to be furnished by and filed with the Administrator (or through other means approved by the Administrator), 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 Administrator during the Participant’s lifetime.

9.5.2. Failure of Designation. If a Participant:

(a)	fails to designate a Beneficiary,

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

(c)	designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

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 representative of the Participant’s estate.

9.5.3. 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 Administrator 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 Administrator. A disclaimer shall be considered to be delivered to the Administrator only when actually received by the Administrator. The Administrator 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 Administrator.

9.5.4. 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)	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 Administrator after the date of the legal termination of the marriage between the Participant and such former spouse, and during the Participant’s lifetime.)

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

9.6. 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).

9.7. 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 Administrator 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 Administrator, in his or her 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 Administrator, in his or her 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 the Employers therefor.

9.8. In-Service Distributions.

9.8.1. Pre-Selected In-Service Distributions. Each Participant shall have the opportunity, when enrolling in the Plan for each Plan Year, to elect one (1), but not more than one (1), pre-selected in-service distribution dates for the total amount of the Participant’s Account attributable to

deferral and matching credits (if any) for such Plan Year and any subsequent investment gains of losses on such deferrals and matching credits (if any), subject to the following rules:

(a)	Such election shall be made through a voice response system (or other written or electronic means) approved by the Administrator.

(b)

No such distribution shall be made before January 1 of the calendar year that follows the third full Plan Year after the Participant was first eligible to elect a pre-selected in-service distribution from that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for such Plan Year and any subsequent investment gains or losses on such amounts e.g., the earliest pre-selected in-service distribution date for any deferrals made in 2014 is January 1, 2018). Notwithstanding the foregoing, the Administrator may permit in-service distributions to be deferred until an earlier date, which shall be specified in the deferral election.

(c)

A Participant may receive more than one (1) pre-selected in-service distribution in any Plan Year but only if each distribution is attributable to deferrals and matching credits (if any) for different Plan Years. Only one (1) pre-selected in-service distribution may be made in any Plan Year from that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for the same Plan Year.

(d)	A Participant who elects a pre-selected in-service distribution date and subsequently experiences a Separation from Service or dies, will receive such in-service distribution, if the in-service distribution date is prior to the distribution of the Participant’s total Account.

(e)

Through a voice response system (or other written or electronic means) approved by the Administrator, the Participant may elect to postpone any pre-selected in-service distribution for at least five (5) years. A pre-selected in-service distribution may be postponed only twice. The Participant must file the election with the Administrator at least twelve (12) months before the original scheduled date of distribution. Such election shall not take effect until at least twelve (12) months after the date it is filed with the Administrator.

(f)	Except as provided in paragraph (e) of this Section, Participant may not cancel or make any change to the time or form of payment of a pre-selected in-service distribution.

(g)	The distribution amount shall be determined as soon as administratively feasible as of a Valuation Date on or after the pre-selected distribution date and shall be actually paid as soon as practicable after such determination.

9.8.2. Distribution for Unforeseeable Emergency. A Participant who has incurred an unforeseeable emergency may request a distribution from the Participant’s Account if the Administrator determines that such distribution is for one of the purposes described in (b) below and the conditions in (b) below have been satisfied.

(a)

Election. A Participant may elect in writing to receive distribution of all or a portion of the Participant’s Account prior to the time the Account would otherwise be distributable to alleviate an unforeseeable emergency (as defined in (b) below). A Beneficiary of a deceased Participant may also request an early distribution for an unforeseeable emergency.

(b)	Unforeseeable Emergency Defined. For purposes of this Section, an “unforeseeable emergency” means a severe financial hardship to the Participant resulting from:

(i)

an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in section 152 of the Code, without regard to sections 152(b)(1), 152(b)(2) and 152(d)(1)(B) of the Code),

(ii)

the loss of the Participant’s property due to casualty, or

(iii)

other similar extraordinary and unforeseeable emergency circumstances arising as a result of events beyond the control of the Participant.

Whether a Participant is faced with an unforeseeable emergency will be determined based on the relevant facts and circumstances. If a severe financial 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 (at the earliest possible date otherwise permitted under this Plan) or any 401(k) plan, then the hardship shall not constitute an unforeseeable emergency for purposes of this Plan. If a Beneficiary of a deceased Participant requests an early distribution for an unforeseeable emergency, 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 is limited to the amount reasonably necessary to satisfy the unforeseeable emergency, taking into account any tax payable upon the distribution. The amount of such distribution shall be determined as soon as administratively feasible following the receipt and approval of the request by the Administrator or his or her designee and shall be actually paid as soon as administratively practicable after such determination. If the Participant has elected different times or forms of payment for deferrals from different Plan Years, the allocation of the distribution among Plan Years shall be as determined by the Administrator.

(d)

Suspension Rule. If a Participant receives a distribution due to an unforeseeable emergency prior to January 1, 2019, the Participant’s deferrals under Sections 3 and 4 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 ends at least six (6) months after such distribution.

9.9. Distributions in Cash. All distributions from this Plan shall be made in cash.

9.10 Rule Governing Distribution Elections. The Administrator may make, and revise from time to time, rules and procedures governing the election of distributions, which rules and procedures may limit the right of Participants or Beneficiaries to make and revise such elections. No Participant or Beneficiary shall be considered to have a vested right in the ability to make or revise elections governing the time or form of distribution.

SECTION 10

FUNDING OF PLAN

10.1. Unfunded Plan. Each Participant’s right to receive payments under the Plan constitutes only the unsecured (but legally enforceable) promises of the Employer by whom the Participant was employed to make such payments. No Employer or Affiliate shall have any obligation to pay any amount deferred or accrued by a Participant while the Participant was employed by another Employer, or any earnings thereon. No Participant shall have any lien, prior claim or other security interest in any property of any Employer. The Employers 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 that is allocable to a particular Employer shall remain the sole and exclusive property of that Employer. The Employers shall be obligated to pay the cost of the Plan out of their 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 the Employers to Participants in the Plan and shall not be construed to impose on the Employers the obligation to create any separate fund for purposes of the Plan.

10.2. Corporate Obligation. Neither any officer of any Employer nor the Administrator 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 such Participant’s Employer 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 the Plan by reason of the insolvency of any of the Employers.

SECTION 11

AMENDMENT AND TERMINATION

11.1. Amendment and Termination. The Optum Board may unilaterally amend the Plan 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 Optum Board may terminate this Plan both with regard to persons receiving benefits and persons expecting to receive benefits in the future; provided, however, that:

(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 Separation from Service as of the effective date of such amendment, shall not be, without the written consent of the Participant, diminished by such amendment.

(b)	Cash Lump Sum Payment. To the extent permissible under section 409A of the Code and related treasury regulations and guidance, upon termination of the Plan the Administrator may distribute the Accounts of Participants in a single lump sum without regard to such Participant’s elections.

11.2. No Oral Amendments. No modification of the terms of the Plan or termination of this Plan shall be effective unless it is in writing and signed on behalf of the Optum Board by a person authorized to execute such writing. No oral representation concerning the interpretation or effect of the Plan shall be effective to amend the Plan.

11.3. Plan Binding on Successors. Optum 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 Optum), by agreement, to expressly assume and agree to perform this Plan in the same manner and to the same extent that Optum would be required to perform it if no such succession had taken place.

11.4. Certain Amendments. The Administrator may unilaterally amend the Plan to the same extent, and subject to the same limitations, as the Optum Board pursuant to Section 11.1; provided, however, that the Administrator shall not adopt any amendment that would materially increase the cost of the Plan. The determination by the Administrator that he or she is authorized to adopt an amendment shall be presumed correct and any such amendment adopted by Administrator shall be binding on all employees, Participants, Beneficiaries, and other persons claiming a benefit under the Plan.

SECTION 12

DETERMINATIONS — RULES AND REGULATIONS

12.1. Determinations. The Administrator shall make such determinations as may be required from time to time in the administration of the Plan. The Administrator shall have the discretionary authority and responsibility to interpret and construe the Plan 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.

12.2. Rules, Regulations and Procedures. The Administrator may adopt, and revise from time to time, such rules, regulations and procedures as it deems to be necessary or appropriate for the administration of the Plan. If any rule, regulation or procedure adopted by the Administrator is inconsistent with any provision of the Plan that is administrative or ministerial in nature, including any provision of the Plan that relates to the time or manner for making any election or performing any action, the Plan shall be deemed amended to the extent of the inconsistency.

12.3. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by Optum or the Administrator pursuant to any provision of the Plan may be signed in the name of Optum or the Administrator by any officer who has been authorized to make such certification or to give such notices or consents.

12.4. Original Claim. The claim procedures set forth in this Section 12.4 shall be the exclusive administrative procedure for the disposition of claims for benefits arising under the Plan.

12.4.1. Initial Claim. An individual may, subject to any applicable deadline, file with the Administrator a written claim for benefits under the Plan in a form and manner prescribed by the Administrator.

(a)	If the claim is denied in whole or in part, the Administrator shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b)

The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Administrator notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

12.4.2. Notice of Initial Adverse Determination. A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant:

(a)	the specific reasons for the adverse determination;

(b)	references to the specific provisions of the Plan (or other applicable Plan document) on which the adverse determination is based;

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

(d)	a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

12.4.3. Request for Review. Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

12.4.4. Claim on Review. If the claim, upon review, is denied in whole or in part, the Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

(a)

The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Administrator notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b)

In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days .

(c)	The Administrator’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

12.4.5. Notice of Adverse Determination for Claim on Review. A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant:

(a)	the specific reasons for the denial;

(b)	references to the specific provisions of the Plan (or other applicable Plan document) on which the adverse determination is based;

(c)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;

(d)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures; and

(e)	a statement of the claimant’s right to bring an action under ERISA section 502(a).

12.4.6. 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 established claim procedures. The Administrator 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 Administrator the upon request.

(b)	All decisions on original claims for all Participants shall be made by the Administrator.

(c)

Claimants may be represented by a lawyer or other representative at their own expense, but the Administrator reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant. A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(d)	The decision of the Administrator on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Administrator.

(e)	In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

(f)	The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(g)	The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(h)

For the purpose of this Section, a document, record, or other information shall be considered “relevant” if such document, record, or other information: (i) was relied upon in making the benefit determination; (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; (iii) demonstrates compliance with the administration processes and safeguards designed to ensure that the benefit claim determination was made in accordance with governing plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and (iv) constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit for the claimant’s diagnosis, without regard to whether such advice or statement was relied upon in making the benefit determination.

(i)	The Administrator may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

(j)	The Administrator may permanently or temporarily delegate is responsibilities under this claim procedures to an individual or a committee of individuals.

12.5. Limitations and Exhaustion.

12.5.1. Limitations. No claim shall be considered under these administrative procedures unless it is filed with the Administrator 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 Administrator without regard to the merits of the claim. No legal action (whether arising under section 502 or section 510 of ERISA or under any other statute or non-statutory law) may be brought by any claimant on any matter pertaining to the Plans 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 claims to derive an entitlement by reference to a Participant) for the purpose of applying the one (1) year and two (2) year periods.

12.5.2. Exhaustion Required. The exhaustion of these administrative procedures is mandatory for resolving every claim and dispute arising under the Plans. 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 section 502 or section 510 of ERISA or under any other 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 Administrator (including, but not limited to, determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

SECTION 13

PLAN ADMINISTRATION

13.1. Officers. Except as hereinafter provided, functions generally assigned to Optum shall be discharged by its officers or delegated and allocated as provided herein.

13.2. Administrator. The Administrator 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 Plans; notify the Employers of any action taken by the Administrator and, when required, notify any other interested person or persons;

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

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

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

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

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

(g)	in accordance with regulations of the Secretary of Labor, provide adequate notice in writing to any claimant whose claim for benefits under the Plans 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 employees of the Employers, such functions assigned to the Administrator hereunder as it may from time to time deem advisable.

If it so determines, Optum may create a committee and assign any or all duties, authority and responsibilities currently assigned to the Administrator to such committee.

13.3. Delegation. The Optum Board and the Administrator 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 or pursuant to procedures set forth in the Plan.

13.4. Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in either Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual rights hereunder or the interest of a person superior to him or her in the organization (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.

13.5. Administrator. The Optum Partner Services Plan Administration Committee, or such other person or committee as the Optum Board shall designate, shall be the administrator for purposes of section 3(16)(A) of ERISA. Such committee may establish its own rules of procedure, and may delegate its authority to any member of such committee, officer or employee of Optum or any Employer, third party recordkeeper, or any other person. Except to the extent otherwise determined by the Administrator, the authority of the Administrator with respect to ministerial or routine administrative matters may be exercised by any member of the committee, or by the senior officer of Optum responsible for human resources matters or persons acting under his or her authority, subject to the supervision of the Administrator.

13.6. Service of Process. In the absence of any designation to the contrary by the Administrator, the General Counsel of Optum is designated as the appropriate and exclusive agent for the receipt of process directed to the Plans in any legal proceeding, including arbitration, involving the Plan.

13.7. Expenses. All expenses of administering the Plan shall be payable out of the trust fund established for the Plan except to the extent that the Employers, in their discretion, directly pay the expenses.

13.8. Tax Withholding. The Employer (or its delegee) shall withhold the amount of any federal, state or local income tax or other tax required to be withheld by the Employer under applicable law with respect to any amount payable under the Plan.

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

13.10. Errors in Computation or Payment. Neither Optum or the Employer shall 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 the Employer and used by the Administrator in determining the benefit. The Administrator 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). To the extent that any Participant or Beneficiary erroneously receives a payment under the Plan that is in excess of the amount that should have been paid (regardless of whether such error resulted from a misstatement by the Participant or Beneficiary, the Participant or Beneficiary shall be required to return the amount of the excess, and the Plan may take any action necessary or appropriate to recover the amount of the excess, including bringing an action against the Participant or Beneficiary, and the person receiving such excess shall be deemed to hold the excess (and any proceeds thereof) in trust for the Plan.

SECTION 14

CONSTRUCTION

14.1. Applicable Laws.

14.1.1. ERISA Status. The Plan is maintained with the understanding that the Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of ERISA. Each provision shall be interpreted and administered accordingly.

14.1.2. IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this Plan. The rules of section 409A of the Code shall apply to this Plan to the extent applicable and this Plan shall be construed and administered accordingly. It is expressly intended that for purposes of section 409A of the Code this Plan be considered an account balance plan that consists of amounts deferred at the election of the service provider and amounts deferred other than at the election of the service provider. Notwithstanding the foregoing, neither the Employer nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

14.1.3. References to Laws. Any reference in the Plan to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.

14.2. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under any other employee pension benefit or employee welfare benefit plan.

14.3. Disqualification. Notwithstanding any other provision of the Plan 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 Administrator shall determine whether the killing was felonious and intentional for this purpose.

14.4. 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 and not to any particular paragraph or Section of the Plan unless the context clearly indicates to the contrary.

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

(c) Notwithstanding anything apparently to the contrary contained in the Plan, the Plan shall be construed and administered to prevent the duplication of benefits provided under the Plans and any other qualified or nonqualified plan maintained in whole or in part by the Employers.

14.5. 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, except to the extent that

federal law is controlling, be construed and enforced in accordance with the laws of the State of Minnesota. Any legal action with respect to the Plan must be brought in the United States District Court for the District of Minnesota, and shall be governed by the procedural and substantive laws of the State of Minnesota, to the extent such laws are not preempted by ERISA, notwithstanding any conflict of laws principles. Each Participant, by agreeing to participate in the Plan, consents to the jurisdiction of such court and to the transfer of any action brought in any other court to the venue of such court, and waives any objection based on the doctrine of forum non conveniens or any related doctrine.

14.6. No Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between the Employer and any person, nor shall anything herein contained be deemed to give any person any right to be retained in the employ of the Employer or in any way limit or restrict any such Employer’s right or power to discharge any person at any time and to treat any person without regard to the effect which such treatment might have upon him or her as a Participant in the Plan. Neither the terms of the Plan nor the benefits under the Plan nor the continuance of the Plan shall be a term of the employment of any employee. The Employer shall not be obliged to continue the Plan.

SCHEDULE I

EMPLOYERS PARTICIPATING

IN THE

OPTUM PARTNER SERVICES EXECUTIVE SAVINGS PLAN

Optum Medical Services, P.C. (Plan Sponsor)

Centers for Family Medicine, GP

Greater Phoenix Collaborative Care, P.C.

Inspiris Medical Services of New Jersey, P.C.

Inspiris of Michigan Medical Services, P.C.

Inspiris of New York Medical Services, P.C.

Inspiris of Texas Physicians Group

Medical Clinic of North Texas, PLLC

Memorial Healthcare IPA, GP

Monarch HealthCare, A Medical Group, Inc.

Optum Clinic, P.A.

Optum Medical Services of Colorado, P.C.

ProHealth Physicians, P.C.

Robert B. McBeath, M.D. III, P.C.

Robert B. McBeath, M.D., P.C.

TeamMD Physicians of Texas, Inc.

TeamMD Physicians, P.C. (formerly known as Mobile Medical Professionals, Inc.)

WellMed Medical Group, P.A.

WellMed Networks Florida, Inc.

WellMed Networks, Inc.

WND Medical, PLLC dba WellMed Family Care

XLHome, P.C

XLHome of Michigan, P.C.

XLHome Northeast, P.C.

XLHome Oklahoma, Inc.

EX-4.2

Exhibit 4.2

FIRST AMENDMENT

OPTUM PARTNER SERVICES

EXECUTIVE SAVINGS PLAN

WHEREAS, Optum Medical Services, P.C. (“Optum”), has established and maintains a nonqualified, deferred compensation plan (the “Plan”) for the benefit of a select group of management or highly compensated employees of Optum and certain of its affiliates, most recently amended and restated, effective as of January 1, 2019; and

WHEREAS, Optum wishes to amend the Plan, effective as of June 23, 2019, for the purpose of recognizing Riverside Pediatric Group, P.C. as a new Employer.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended in the following respects, effective as of June 23, 2019:

1. ADDITION OF PARTICIPATING EMPLOYER. Schedule I to the Plan is amended, in the form attached hereto, to add Riverside Pediatric Group, P.C. to the list of Employers set forth therein.

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

IN WITNESS WHEREOF, Optum has caused these presents to be executed, as of the date and year written below and effective as of the date indicated in each of the foregoing amendment clauses.

Executed June 20, 2019.

OPTUM MEDICAL SERVICES, P.C.

/s/ Ronald Shumacher, M.D.

Ronald Shumacher, M.D., President

SCHEDULE I

EMPLOYERS PARTICIPATING

IN THE

OPTUM PARTNER SERVICES EXECUTIVE SAVINGS PLAN

(Effective as of June 23, 2019)

Optum Medical Services, P.C. (Plan Sponsor)

Centers for Family Medicine, GP

Greater Phoenix Collaborative Care, P.C.

Inspiris Medical Services of New Jersey, P.C.

Inspiris of Michigan Medical Services, P.C.

Inspiris of New York Medical Services, P.C.

Inspiris of Pennsylvania Medical Services, P.C.

Inspiris of Texas Physicians Group

Memorial Healthcare IPA, GP

Monarch HealthCare, A Medical Group, Inc.

Optum Clinic, P.A.

Optum Medical Services of Colorado, P.C.

Prohealth Physicians, P.C.

Riverside Pediatric Group, P.C.

Robert B. McBeath, M.D., P.C.

Robert B. McBeath, M.D. II, P.C.

Robert B. McBeath, M.D. III, P.C.

TeamMD Physicians of Texas, Inc.

TeamMD Physicians, P.C. (formerly known as Mobile Medical Professionals, Inc.)

WellMed Medical Group, P.A.

WellMed Networks Florida, Inc.

WellMed Networks, Inc.

WND Medical, PLLC dba WellMed Family Care

XLHome, P.C

XLHome of Michigan, P.C.

XLHome Northeast, P.C.

XLHome Oklahoma, Inc.

- 2 -

EX-4.3

Exhibit 4.3

SECOND AMENDMENT

OPTUM PARTNER SERVICES

EXECUTIVE SAVINGS PLAN

WHEREAS, Optum Medical Services, P.C. (“Optum”), has established and maintains the Optum Partner Services Executive Savings Plan (the “Plan”) for the benefit of a select group of management or highly compensated employees of Optum and certain of its affiliates, most recently amended and restated, effective as of January 1, 2019; and

WHEREAS, Optum wishes to amend the Plan, effective as of the dates set forth below, for the purpose of recognizing certain new participating related Employers.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended in the following respects, effective as of the dates set forth below:

1. ADDITION OF 4C MEDICAL GROUP, PLC. Schedule I to the Plan is amended, in the form attached hereto as Exhibit A, to add 4C Medical Group, PLC to the list of Employers set forth therein, effective as of September 15, 2019.

2. ADDITION OF ROBERT B. McBEATH, M.D. II, P.C. Schedule I to the Plan is further amended, in the form attached hereto as Exhibit B, to add Robert B. McBeath, M.D. II, P.C. to the list of Employers set forth therein, effective as of October 1, 2019.

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

IN WITNESS WHEREOF, Optum has caused these presents to be executed, as of the date and year written below and effective as of the date indicated in each of the foregoing amendment clauses.

Executed September 13, 2019.

OPTUM MEDICAL SERVICES, P.C.

/s/ Ronald Shumacher, M.D.

Ronald Shumacher, M.D., President

Exhibit A

SCHEDULE I

EMPLOYERS PARTICIPATING

IN THE

OPTUM PARTNER SERVICES EXECUTIVE SAVINGS PLAN

(Effective as of September 15, 2019)

Optum Medical Services, P.C. (Plan Sponsor)

4C Medical Group, PLC

Centers for Family Medicine, GP

Greater Phoenix Collaborative Care, P.C.

Inspiris Medical Services of New Jersey, P.C.

Inspiris of Michigan Medical Services, P.C.

Inspiris of New York Medical Services, P.C.

Inspiris of Texas Physicians Group

Medical Clinic of North Texas, PLLC

Memorial Healthcare IPA, GP

Monarch HealthCare, A Medical Group, Inc.

Optum Clinic, P.A.

Optum Medical Services of Colorado, P.C.

ProHealth Physicians, P.C.

Riverside Pediatric Group, P.C.

Robert B. McBeath, M.D., P.C.

Robert B. McBeath, M.D. III, P.C.

TeamMD Physicians of Texas, Inc.

TeamMD Physicians, P.C. (formerly known as Mobile Medical Professionals, Inc.)

WellMed Medical Group, P.A.

WellMed Networks Florida, Inc.

WellMed Networks, Inc.

WND Medical, PLLC dba WellMed Family Care

XLHome, P.C

XLHome of Michigan, P.C.

XLHome Northeast, P.C.

XLHome Oklahoma, Inc.

- 2 -

Exhibit B

SCHEDULE I

EMPLOYERS PARTICIPATING

IN THE

OPTUM PARTNER SERVICES EXECUTIVE SAVINGS PLAN

(Effective as of October 1, 2019)

Optum Medical Services, P.C. (Plan Sponsor)

4C Medical Group, PLC

Centers for Family Medicine, GP

Greater Phoenix Collaborative Care, P.C.

Inspiris Medical Services of New Jersey, P.C.

Inspiris of Michigan Medical Services, P.C.

Inspiris of New York Medical Services, P.C.

Inspiris of Texas Physicians Group

Medical Clinic of North Texas, PLLC

Memorial Healthcare IPA, GP

Monarch HealthCare, A Medical Group, Inc.

Optum Clinic, P.A.

Optum Medical Services of Colorado, P.C.

ProHealth Physicians, P.C.

Riverside Pediatric Group, P.C.

Robert B. McBeath, M.D., P.C.

Robert B. McBeath, M.D. II, P.C.

Robert B. McBeath, M.D. III, P.C.

TeamMD Physicians of Texas, Inc.

TeamMD Physicians, P.C. (formerly known as Mobile Medical Professionals, Inc.)

WellMed Medical Group, P.A.

WellMed Networks Florida, Inc.

WellMed Networks, Inc.

WND Medical, PLLC dba WellMed Family Care

XLHome, P.C

XLHome of Michigan, P.C.

XLHome Northeast, P.C.

XLHome Oklahoma, Inc.

- 3 -

EX-5.1

Exhibit 5.1

LOGO

September 30, 2019

Board of Directors

UnitedHealth Group Incorporated

9900 Bren Road East

Minnetonka, Minnesota 55343

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as Senior Associate General Counsel to UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), in connection with the preparation of its registration statement on Form S-8 (the “Registration Statement”) relating to the registration of $100,000,000 of deferred compensation obligations (the “Deferred Compensation Obligations”) under the Optum Partner Services Executive Savings Plan (as in effect on the date of this opinion, the “Plan”).

I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of the opinions set forth below. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to my opinions, I have relied upon certificates of officers of the Company and of public officials.

Based on the foregoing, I am of the opinion that:

(a) the Deferred Compensation Obligations have been duly authorized by the Company and, when created in accordance with the terms of the Plan, will be binding and valid obligations, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting creditors’ remedies and by general principles of equity; and

(b) to the extent that the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pertain to the provisions of the Plan, such provisions comply with the ERISA requirements.

This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. I assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

The opinions expressed above are limited to applicable provisions of the following, as currently in effect: (i) as to the opinion expressed in paragraph (a), the Delaware General Corporation Law and the Minnesota Business Corporation Act and (ii) as to the opinion expressed in paragraph (b), Title I of ERISA.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Faraz A. Choudhry

Faraz A. Choudhry

Senior Associate General Counsel

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of UnitedHealth Group Incorporated and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting dated February 12, 2019, appearing in the Annual Report on Form 10-K of UnitedHealth Group Incorporated for the year ended December 31, 2018.

/s/ Deloitte & Touche, LLP

Minneapolis, MN

September 30, 2019

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marianne D. Short, Dannette L. Smith, Kuai H. Leong and Faraz A. Choudhry, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, a registration statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the Optum Partner Services Executive Savings Plan with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the date set forth below.


/s/ William C. Ballard, Jr.				/s/ F. William McNabb III
William C. Ballard, Jr.				F. William McNabb III
Director				Director
Dated: September 30, 2019				Dated: September 30, 2019

/s/ Richard T. Burke				/s/ Valerie C. Montgomery Rice, M.D.
Richard T. Burke				Valerie C. Montgomery Rice, M.D.
Director				Director
Dated: August 12, 2019				Dated: August 13, 2019

/s/ Timothy P. Flynn				/s/ Glenn M. Renwick
Timothy P. Flynn				Glenn M. Renwick
Director				Director
Dated: September 30, 2019				Dated: August 12, 2019

/s/ Stephen J. Hemsley				/s/ Gail R. Wilensky, Ph.D.
Stephen J. Hemsley				Gail R. Wilensky, Ph.D.
Director				Director
Dated: September 30, 2019				Dated: August 13, 2019

/s/ Michele J. Hooper
Michele J. Hooper
Director
Dated: September 30, 2019