UNITEDHEALTH GROUP INC
AMENDED AND RESTATED UNITEDHEALTH GROUP INCORPORATED EXECUTIVE INCENTIVE PLAN
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<DESCRIPTION>AMENDED AND RESTATED UNITEDHEALTH GROUP INCORPORATED EXECUTIVE INCENTIVE PLAN
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<TITLE>Amended and Restated UnitedHealth Group Incorporated Executive Incentive Plan</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.7 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>AMENDED AND RESTATED </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>UNITEDHEALTH GROUP INCORPORATED </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>EXECUTIVE INCENTIVE PLAN </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 1.
ESTABLISHMENT. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">On February&nbsp;12, 2002, the Board of Directors of UnitedHealth Group Incorporated, upon recommendation by the
Compensation and Human Resources Committee of the Board of Directors, approved an executive incentive plan for executives as described herein (the &#147;UnitedHealth Group Executive Incentive Plan&#148;). This Plan was submitted for approval by the
shareholders of UnitedHealth Group Incorporated at the 2002 Annual Meeting of Shareholders and became effective as of January&nbsp;1, 2002 after approval by the shareholders, and no benefits were issued pursuant thereto until after this Plan had
been approved by the shareholders. On April&nbsp;17, 2007, this Plan was amended and restated to revise this Section&nbsp;1, include a new defined term in Section&nbsp;3(i) and include a new Section&nbsp;10 (Potential Repayment of Awards). All
subsequent Sections were renumbered accordingly to reflect the new Section&nbsp;10. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 2. PURPOSE. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The purpose of this Plan is to advance the interests of the Company and its shareholders by attracting and retaining key employees, and by stimulating the
efforts of such employees to contribute to the continued success and growth of the business of the Company. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 3. DEFINITIONS.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">When the following terms are used herein with initial capital letters, they shall have the following meanings: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) &#147;Annual Incentive Award&#148; shall have the meaning set forth in Section&nbsp;5 hereof. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) &#147;Base Salary&#148; shall mean a Participant&#146;s annualized base salary, as determined by the Committee, as of the last day of September of a
Performance Period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) &#147;Code&#148; shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and any
proposed, temporary or final Treasury Regulations promulgated thereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) &#147;Committee&#148; shall mean the Compensation and Human
Resources Committee of the Board of Directors of the Company designated by such Board to administer the Plan which shall consist of members appointed from time to time by the Board of Directors. Each member of the Committee shall be an &#147;outside
director&#148; within the meaning of Section&nbsp;162(m) of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) &#147;Company&#148; shall mean UnitedHealth Group Incorporated,
a Minnesota corporation, and any of its subsidiaries or affiliates, whether now or hereafter established. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(f) &#147;Earnings&#148; shall mean the Company&#146;s net earnings computed in accordance with generally
accepted accounting principles as reported in the Company&#146;s consolidated financial statements for the applicable Performance Period, adjusted to eliminate (1)&nbsp;the cumulative effect of changes in generally accepted accounting principles;
(2)&nbsp;gains and losses from discontinued operations; (3)&nbsp;extraordinary gains or losses; and (4)&nbsp;any other unusual or nonrecurring losses which are separately identified and quantified in the Company&#146;s financial statements,
including merger related charges. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(g) &#147;Earnings Per Share&#148; or &#147;EPS&#148; shall mean the Company&#146;s earnings per share
computed in accordance with generally accepted accounting principles, as in effect from time to time, as reported in the Company&#146;s consolidated financial statements for the applicable Performance Period, adjusted in the same fashion that
Earnings are to be adjusted as provided in Section&nbsp;3(f) hereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(h) &#147;Maximum Annual Incentive Award&#148; shall mean a dollar
amount equal to one percent (1.00%)&nbsp;of the Company&#146;s Earnings for the Performance Period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) &#147;Misconduct&#148; shall mean
a Participant&#146;s (a)&nbsp;violation of, or failure to act upon or report known or suspected violations of, the Company&#146;s Principles of Integrity and Compliance, or (b)&nbsp;commission of any illegal, fraudulent, or dishonest act or gross
negligent or intentional misrepresentation in connection with the Participant&#146;s employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(j) &#147;Participant&#148; shall mean
any executive officer of the Company who is designated by the Committee, as provided for herein, to participate with respect to a Performance Period as a Participant in this Plan. Directors of the Company who are not also employees of the Company
are not eligible to participate in the Plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(k) &#147;Performance Award&#148; shall have the meaning set forth in Section&nbsp;6 hereof.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(l) &#147;Performance Period&#148; shall mean (i)&nbsp;for an Annual Incentive Award, each consecutive twelve-month period commencing on
January&nbsp;1 of each year during the term of this Plan and coinciding with the Company&#146;s fiscal year; and (ii)&nbsp;for a Performance Award, such period or periods as shall be specified from time to time by the Committee. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(m) &#147;Performance Threshold&#148; shall, with respect to Annual Incentive Awards, mean one or more pre-established, objective performance goals
selected by the Committee with respect to each Performance Period and which shall be based solely on Earnings Per Share. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(n)
&#147;Plan&#148; shall mean this UnitedHealth Group Executive Incentive Plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(o) &#147;Return on Equity&#148; shall mean the
Company&#146;s return on equity computed in accordance with generally accepted accounting principles, as in effect from time to time, as reported in the Company&#146;s consolidated financial statements for the applicable Performance Period, adjusted
in the same fashion that Earnings are to be adjusted as provided in Section&nbsp;3(f) hereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(p) &#147;Target Award&#148; shall mean a
percentage, which may be greater or less than 100%, as determined by the Committee with respect to each Performance Period. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 4. ADMINISTRATION. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(a) Power and Authority of Committee. The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to all the applicable provisions of the Plan and applicable law, to
(i)&nbsp;establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (ii)&nbsp;construe, interpret and administer the Plan and any instrument or
agreement relating to the Plan, and (iii)&nbsp;make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each
action taken by the Committee pursuant to the Plan or any instrument or agreement relating to the Plan (x)&nbsp;shall be within the sole discretion of the Committee, (y)&nbsp;may be made at any time and (z)&nbsp;shall be final, binding and
conclusive for all purposes on all persons, including, but not limited to, Participants and their legal representatives and beneficiaries, and employees of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(b) Determinations Made Prior to Each Performance Period. At any time ending on or before the 90th calendar day of each Performance Period, the Committee shall: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(i) with respect to Annual Incentive Awards, (A)&nbsp;designate all Participants and their Target Awards for such Performance Period, and
(B)&nbsp;establish one or more Performance Thresholds, based solely on EPS; and </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(ii) with respect to Performance Awards,
(A)&nbsp;designate all Participants, their target and maximum awards for such Performance Period, and (B)&nbsp;establish the objective performance factors for each Participant for that Performance Period on the basis of one or more of the criteria
set forth in Section&nbsp;6(a) below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) Certification. Following the close of each Performance Period and prior to payment of any amount
to any Participant under the Plan, the Committee must certify in writing: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(i) with respect to Annual Incentive Awards,
(A)&nbsp;the Company&#146;s Earnings and EPS for that Performance Period and (B)&nbsp;as to the attainment of all other factors upon which any payments to a Participant for that Performance Period are to be based; and </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(ii) with respect to Performance Awards, as to the attainment of all factors (including the performance factors for a Participant) upon
which any payments to a Participant for that Performance Period are to be based. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 5. ANNUAL INCENTIVE AWARDS. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">From time to time, the Committee may grant annual incentive awards under the Plan payable to Participants in cash (an &#147;Annual Incentive Award&#148;).
Annual Incentive Awards shall be granted in accordance with the following provisions: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Formula. In the event that the Company&#146;s EPS
for a Performance Period is equal to or exceeds a designated Performance Threshold for that Performance Period, then each Participant shall receive an Annual Incentive Award for that Performance Period in an amount not greater than </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(i) the Participant&#146;s Base Salary for the Performance Period, multiplied by
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(ii) the Participant&#146;s Target Award for the Performance Period; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">provided, however, that in the event that the Company&#146;s EPS for a Performance Period exceeds the highest designated Performance Threshold for that Performance
Period, then each Participant shall receive an Annual Incentive Award for that Performance Period in an amount not greater than the Maximum Annual Incentive Award for that Performance Period. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) Limitations. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(i)
Discretionary Reduction. The Committee shall retain sole and full discretion to reduce by any amount the Annual Incentive Award otherwise payable to any Participant under this Plan. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(ii) Continued Employment. No Annual Incentive Award shall be paid to a Participant who is not actively employed by the Company at the
time the Annual Incentive Award otherwise would be paid except in the case of retirement, death or permanent disability. If a Participant retires before the end of a Performance Period or after the end of a Performance Period but before an Annual
Incentive Award is paid, the Committee may, in its discretion, determine that the Participant shall be paid a pro rated portion of the Annual Incentive Award that the Participant would have received but for such retirement. If a Participant dies or
becomes permanently and totally disabled before the end of a Performance Period or after the end of a Performance Period but before an Annual Incentive Award is paid, the Committee may, in its discretion, determine that the Participant (or, in the
case of death, the Participant&#146;s estate) shall be paid a pro rated portion of the Annual Incentive Award that the Participant would have received but for such death or disability. The Committee shall determine the Participant&#146;s date of
disability in a manner consistent with Company practices. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(iii) Maximum Payments. No Participant shall receive an Annual
Incentive Award under this Plan for any Performance Period in excess of the Maximum Annual Incentive Award for that Performance Period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(c) Payment of Annual Incentive Award. Subject to any deferred compensation election pursuant to any such plans of the Company applicable hereto, benefits shall be paid to the Participant in cash as soon as administratively feasible upon
the completion of a Performance Period, after the Committee has certified that the Performance Threshold has been attained, determined the Maximum Annual Incentive Award for that Performance Period and made the other certifications provided for in
Section&nbsp;4(c)(i) hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 6. PERFORMANCE AWARDS. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">From time to time, the Committee may grant Performance Awards under the Plan payable in cash or in shares of the Company, other securities or other
property (a &#147;Performance Award&#148;). Performance Awards that are payable in shares of the Company, other securities or other property shall be payable pursuant to the UnitedHealth Group Incorporated 2002 Stock Incentive Plan. Performance
Awards shall be &#147;qualified performance-based compensation&#148; within the meaning of Section&nbsp;162(m) of the Code. Notwithstanding any other provision of this Plan to the contrary, the following additional requirements shall apply to all
Performance Awards made to any Participant under this Plan: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Business Criteria. The business criteria to be used for purposes of
establishing performance goals for Performance Awards, the attainment of which may determine the amount and/or vesting with respect to Performance Awards, will be selected from the following alternatives (unless and until the Committee proposes for
shareholder approval and the Company&#146;s shareholders approve a change in such criteria), each of which may be based on absolute standards or comparisons versus specified companies or groups of companies and may be applied at individual or
various organizational levels (for example, the Company as a whole or identified business units, segments or the like): revenue growth, Return on Equity, operating cash flows, Earnings per Share, and operating margin. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">In the event that Code Section&nbsp;162(m) or applicable tax and/or securities laws change to permit Committee discretion to alter the governing
performance measures without disclosing to shareholders and obtaining shareholder approval of such changes and without thereby exposing the Company to potentially adverse tax or other legal consequences, the Committee shall have the sole discretion
to make such changes without obtaining shareholder approval. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) Target and Range; Maximum Performance Award. The target and range of a
Participant&#146;s possible Performance Awards established by the Committee shall be between zero and 300% of the Participant&#146;s average base compensation. For this purpose, average base compensation shall be the Participant&#146;s total salary
earned during the applicable Performance Period (or such lower amount as determined by the Committee) divided by the number of years in the Performance Period. The maximum bonus which may be paid to any Participant pursuant to any Performance Award
with respect to any Performance Period shall not exceed $10,000,000. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) Payment of Performance Awards. Performance Awards shall be paid
no later than three months following the conclusion of the applicable Performance Period. The Committee may, in its discretion, reduce the amount of a payout otherwise to be made in connection with a Performance Award, but may not exercise
discretion to increase such amount. If permitted by applicable law, payments of Performance Awards may be deferred into the Company&#146;s Executive Savings Plan in accordance with rules established by the Committee. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) Certain Events. No Performance Award shall be paid to a Participant who is not actively employed by the Company at the time the Performance Award
otherwise would be paid except in the case of retirement as provided for in (e)&nbsp;below, death or disability as provided for in (f)&nbsp;below, or in the event of a Change in Control as provided for in (g)&nbsp;below. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) If a Participant retires before the end of a Performance Period or after the end of a Performance
Period but before a Performance Award is paid, the Committee may, in its discretion, determine that the Participant shall be paid a pro rated portion of the Performance Award that the Participant would have received but for such retirement. In such
event, (i)&nbsp;the pro-rationing shall be based on the portion of such Performance Period prior to the Participant&#146;s retirement, and (ii)&nbsp;the measurement of Company and Participant performance shall be based on performance through the end
of the fiscal year of the Company which ends closest to the Participant&#146;s date of retirement. The Committee shall determine the Participant&#146;s date of retirement in a manner consistent with Company practices. Any such pro rated Performance
Award shall be paid at the same time as other Performance Awards with respect to the applicable Performance Period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(f) If a Participant
dies or becomes permanently and totally disabled before the end of a Performance Period or after the end of a Performance Period but before a Performance Award is paid, the Committee may, in its discretion, determine that the Participant (or, in the
case of death, the Participant&#146;s estate) shall be paid a pro rated portion of the Performance Award that the Participant would have received but for such death or disability. In such event, (i)&nbsp;the pro rationing shall be based on the
portion of such Performance Period prior to the Participant&#146;s date of death or disability, and (ii)&nbsp;the measurement of Company and Participant performance shall be based on performance through the end of the fiscal year of the Company
which ends closest to such date. The Committee shall determine the Participant&#146;s date of disability in a manner consistent with Company practices. Any such pro rated Performance Award shall be paid at the same time as other Performance Awards
with respect to the applicable Performance Period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(g) If a Change in Control (as defined below) occurs during a Performance Period or
after the end of a Performance Period but before a Performance Award is paid, the Company or its successor shall pay each Participant a pro rated portion of the maximum Performance Award for which such Participant is eligible with respect to each
such Performance Period. Such pro rationing shall be based on the proportion of each such Performance Period through the date of such Change in Control. Any such Performance Awards shall be paid within 90 days of the occurrence of the event
constituting such Change in Control, or, if a timely deferral election is then in effect, shall be deferred into the Company&#146;s Executive Savings Plan. Any such Performance Award shall be paid regardless of whether the Participant is actively
employed by the Company at the time the Performance Award is to be paid. &#147;Change in Control&#148; means the occurrence of any of the following events: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT
FACE="Times New Roman" SIZE="2">(i) The acquisition by any person, entity or &#147;group,&#148; within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, other than the Company or any of its affiliates, or any
employee benefit plan of the Company and/or one or more of its affiliates, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 20% or more of either the then outstanding shares of the
Company&#146;s Common Stock or the combined voting power of the Company&#146;s then outstanding voting securities in a transaction or series of transactions not approved in advance by a vote of at least three-quarters of the Continuing Directors (as
hereinafter defined). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(ii) Individuals who, as of January&nbsp;1, 2002 constitute the Board of Directors of the
Company (generally the &#147;Directors&#148; and, as of January&nbsp;1, 2002, the &#147;Continuing Directors&#148;) cease for any reason to constitute at least a majority thereof (provided that any person becoming a Director subsequent to
January&nbsp;1, 2002 whose nomination for election was approved in advance by a vote of at least three-quarters of the Continuing Directors (other than a nomination of an individual whose initial assumption of office is in connection with an actual
or threatened solicitation with respect to the election or removal of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934) shall be deemed to be a Continuing Director).
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(iii) The approval by the shareholders of the Company of a reorganization, merger, consolidation, liquidation or
dissolution of the Company or of the sale (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company other than a reorganization, merger, consolidation, liquidation, dissolution or sale approved
in advance by a vote of at least three-quarters of the Continuing Directors. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT FACE="Times New Roman" SIZE="2">(iv) The first purchase under any tender offer
or exchange offer (other than an offer by the Company or any of its affiliates) pursuant to which shares of the Company&#146;s Common Stock are purchased. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:6%"><FONT
FACE="Times New Roman" SIZE="2">(v) At least a majority of the Continuing Directors determine in their sole discretion that there has been a change in control of the Company. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 7. AMENDMENT AND TERMINATION; ADJUSTMENTS. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Except to the extent prohibited by applicable law and unless otherwise expressly provided in the Plan: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Amendments to the Plan.
The Committee may amend this Plan prospectively at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate or curtail the benefits of this Plan both with regard to persons
expecting to receive benefits hereunder in the future and persons already receiving benefits at the time of such action, provided, however, that Section&nbsp;6(g) of this Plan shall not be amended, or its benefits terminated or curtailed, with
respect to any Performance Period during which a Change in Control occurs, occurred, or is anticipated to occur. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) Correction of
Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry the Plan into effect. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 8. NONTRANSFERABILITY. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Participants
and beneficiaries shall not have the right to assign, encumber or otherwise anticipate the payments to be made under this Plan, and the benefits provided hereunder shall not be subject to seizure for payment of any debts or judgments against any
Participant or any beneficiary. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 9. TAX WITHHOLDING. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">In order to comply with all applicable federal or state income, social security, payroll, withholding or other tax laws or regulations, the Committee may establish such policy or policies s it deems appropriate with
respect to such laws and regulations, including without limitation, the establishment of policies to ensure that all applicable federal or state income, social security, payroll, withholding or other taxes, which are the sole and absolute
responsibility of the Participant, are withheld or collected from such Participant. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 10. POTENTIAL REPAYMENT OF AWARDS. </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Effective for Annual Incentive Awards and Performance Awards that are paid after April&nbsp;17, 2007, Participants shall be required to repay the
Company any amounts previously paid in respect of such Annual Incentive Awards and Performance Awards (each of which is referred to herein as an &#147;Incentive Payment&#148;) plus interest under the circumstances described in this Section&nbsp;10.
A Participant&#146;s repayment obligation shall be triggered if the Board determines that (i)&nbsp;the Participant has engaged in fraud or Misconduct that, in whole or in part, caused the need for a material restatement of the Company&#146;s
consolidated financial statements, (ii)&nbsp;the Incentive Payment was based, in whole or in part, on achievement of financial results that were restated in connection with the restatement of the Company&#146;s consolidated financial statements and
(iii)&nbsp;the amount of the Incentive Payment to the Participant would have been less if it had been based on the restated consolidated financial statements. In each such instance described in the preceding sentence, the Participant shall repay to
the Company, upon demand, the full amount of such Incentive Payment, plus interest at a rate per annum equal to 110% of the applicable short-term federal rate under Section&nbsp;1274(d) of the Code in effect for the month in which such Incentive
Payment was paid to the Participant. For the avoidance of doubt, a Participant shall be required to repay the full amount of such Incentive Payment, and not just the amount by which the amount of the Incentive Payment exceeded the amount that would
have been paid to the Participant with respect to the corresponding Annual Incentive Award or Performance Award based on the corrected and restated financial results. The provisions in this Section&nbsp;10 are essential economic conditions to each
grant of an Annual Incentive Award and Performance Award made under the Plan. By participating in this Plan and receiving Annual Incentive Awards and/or Performance Awards hereunder, each Participant agrees to be bound by the terms of the Plan,
including this Section&nbsp;10, and agrees that the Company may deduct from any amounts it owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed
following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts a Participant owes the Company under this Section&nbsp;10. The provisions of this Section&nbsp;10 and any
amounts repayable by a Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section&nbsp;304 of the Sarbanes-Oxley Act of 2002 and other applicable law. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 11. SHAREHOLDER APPROVAL. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The
material terms of this Plan shall be disclosed to and approved by shareholders of the Company in accordance with Section&nbsp;162(m) of the Code. No amount shall be paid to any Participant under this Plan unless such shareholder approval has been
obtained. No award under </FONT>
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<FONT FACE="Times New Roman" SIZE="2">this Plan shall be granted more than five years after the Company&#146;s 2002 annual meeting of shareholders unless shareholders have re-approved the Plan to
the extent required by Section&nbsp;162(m) of the Code. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">SECTION 12. MISCELLANEOUS. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Effective Date. Except as specifically provided herein, this Plan shall be deemed effective, subject to shareholder approval, as of January&nbsp;1,
2002. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(c) Applicability to Successors. This Plan shall be binding upon and inure to the benefit of the Company and each Participant, the successors and assigns of the Company, and the beneficiaries, personal representatives and heirs of each
Participant. If the Company becomes a party to any merger, consolidation or reorganization, this Plan shall remain in full force and effect as an obligation of the Company or its successors in interest. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) Employment Rights and Other Benefit Programs. The provisions of this Plan shall not give any Participant any right to be retained in the employment
of the Company. In the absence of any specific agreement to the contrary, this Plan shall not affect any right of the Company, or of any affiliate of the Company, to terminate, with or without cause, any Participant&#146;s employment at any time.
This Plan shall not replace any contract of employment, whether oral or written, between the Company and any Participant, but shall be considered a supplement thereto. This Plan is in addition to, and not in lieu of, any other employee benefit plan
or program in which any Participant may be or become eligible to participate by reason of employment with the Company. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing
such Participant&#146;s compensation under any compensation-based retirement, disability, or similar plan of the Company unless required by law or otherwise provided by such other plan. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) No Trust or Fund Created. This Plan shall not create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any affiliate pursuant to this Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company or of any affiliate. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(f) Governing Law. The validity, construction and effect of the Plan or
any incentive payment payable under the Plan shall be determined in accordance with the laws of the State of Minnesota. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(g) Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(h) Qualified Performance-Based Compensation. All of the terms and conditions of the Plan shall be
interpreted in such a fashion as to qualify all compensation paid hereunder as &#147;qualified performance-based compensation&#148; within the meaning of Section&nbsp;162(m) of the Code. </FONT></P>
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