UNITEDHEALTH GROUP INC
EX-10.3
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>UNITEDHEALTH GROUP</B></FONT>



<P align="center" style="font-size: 12pt"><B>STOCK APPRECIATION RIGHTS AWARD<BR>
(STOCK SETTLED)</B>



<P align="left" style="font-size: 12pt"><B>Award Number:</B>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Award Date</B>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Number of Shares</B>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Grant Price</B>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Expiration Date</B></TD>
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<P align="left" style="font-size: 12pt">THIS CERTIFIES THAT UnitedHealth Group Incorporated (the &#147;Company&#148;) has on the Award Date specified
above granted to


<P align="center" style="font-size: 12pt"><B>&#171;Name&#187;</B>



<P align="left" style="font-size: 12pt">(&#147;Participant&#148;) stock appreciation rights (the &#147;Stock Appreciation Rights&#148;) with respect to the
number of shares of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the
&#147;Common Stock&#148;), indicated above in the box labeled &#147;Number of Shares&#148; (the &#147;Shares&#148;). The initial
value of each Share is indicated above in the box labeled &#147;Grant Price.&#148; This Award represents the
right to receive shares of Common Stock (the &#147;Issued Shares&#148;) only when, and with respect to the
number of Shares as to which, the Award has vested (the &#147;Vested Shares&#148;). This Award is subject to
the terms and conditions set forth below and in the UnitedHealth Group Incorporated 2002 Stock
Incentive Plan (the &#147;Plan&#148;). A copy of the Plan is available upon request. In the event of any
conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any
terms not defined herein shall have the meaning set forth in the Plan.


<P align="center" style="font-size: 12pt">* * * * *



<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Rights of the Participant with Respect to the Stock Appreciation Rights</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>No Shareholder Rights</U>. The Stock Appreciation Rights granted pursuant to this
Award do not and shall not entitle Participant to any rights of a shareholder of Common Stock prior
to the exercise of the Stock Appreciation Rights and the receipt of the Issued Shares in accordance
with this Award. The rights of Participant with respect to this Award shall remain forfeitable at
all times prior to the date on which such rights become vested in accordance with Section&nbsp;2, 3 or 4
hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Exercise of Stock Appreciation Rights; Issuance of Common Stock</U>. No shares of
Common Stock shall be issued to Participant prior to the date on which the Stock Appreciation
Rights are vested in accordance with Sections&nbsp;2, 3, or 4, and exercised in accordance with Section
5. Upon exercise of the Stock Appreciation Rights, Participant shall be entitled to receive a
number of Issued Shares for each Vested Share with respect to which the Stock Appreciation Rights
are exercised equal to (i)&nbsp;the excess of the Fair Market Value of one Share on the date of exercise
over the Grant Price, divided by (ii)&nbsp;the Fair Market Value of one Share on the date of exercise.
The Issued Shares shall be issued in book-entry form, registered in Participant&#146;s name or in the
name of Participant&#146;s legal representatives, beneficiaries or heirs, as the case may be. The
Company will not deliver any fractional share of Common Stock but will pay, in lieu thereof, cash
equal to the Fair Market Value of such fractional share.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Vesting</U>. Subject to the terms and conditions of this Award, the Stock Appreciation
Rights shall vest and may be exercised by Participant with respect to 25% of the Shares on each of
the first, second, third and fourth anniversaries of the Award Date if Participant remains
continuously employed by the Company until the respective vesting dates.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Early Vesting Upon Change in Control</U>. Notwithstanding the other vesting provisions
contained in Section&nbsp;2, but subject to the other terms and conditions set forth herein, upon the
effective date of a Change in Control the Stock Appreciation Rights with respect to all of the
Shares shall become immediately and unconditionally vested and exercisable. For purposes of this
Award, a &#147;Change in Control&#148; shall mean the sale of all or substantially all of the Company&#146;s
assets or any merger, reorganization, or exchange or tender offer which, in each case, will result
in a change in the power to elect 50% or more of the members of the Board of Directors of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Forfeiture or Early Vesting Upon Termination of Employment</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Termination of Employment Generally</U>. If Participant ceases to be an employee of
the Company for any reason (voluntary or involuntary) other than death or permanent long-term
disability, then Participant may at any time within the Exercise Period (as defined below) exercise
the Stock Appreciation Rights with respect to the Vested Shares on the date of the termination.
Participant&#146;s Stock Appreciation Rights with respect to any unvested Shares shall be immediately
and irrevocably forfeited on the date of termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Death or Permanent Long-Term Disability</U>. If Participant dies while employed by
the Company or its subsidiaries, or if Participant&#146;s employment by the Company or its subsidiaries
is terminated due to Participant&#146;s failure to return to work as the result of a permanent long-term
disability which renders Participant incapable of performing his or her duties as determined under
the provisions of the Company&#146;s long-term disability insurance program applicable to Participant,
then (i)&nbsp;the Stock Appreciation Rights with respect to any unvested Shares shall immediately vest,
and (ii)&nbsp;Participant (or Participant&#146;s personal representatives, administrators or guardians, as
applicable, or any person or persons to whom the Stock Appreciation Rights are transferred by will
or the applicable laws of descent and distribution) may, at any time within a period of five years
after the Participant&#146;s death or termination of employment due to the Participant&#146;s failure to
return to work as the result of a permanent long-term disability, or for such other longer period
established at the discretion of the Committee or the Chief Executive Officer of the Company,
exercise the Stock Appreciation Rights to the extent of the full number of Vested Shares.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Severance</U>. If Participant is entitled to severance under the Company&#146;s severance
pay plan as in effect on the date hereof, then the Stock Appreciation Rights shall continue to vest
for the period of such severance that Participant is eligible to receive. If Participant is
entitled to severance under an employment agreement entered into with the Company, then vesting of
the Stock Appreciation Rights shall continue for the period of such severance that Participant is
entitled to receive as of the date hereof. If Participant is entitled to separation pay other than
under the Company&#146;s severance pay plan or an employment agreement, then vesting of the Stock
Appreciation Rights shall continue for the lesser of (i)&nbsp;the period Participant would have received
payments under the severance pay plan as in effect on the date hereof, had Participant been
eligible for such payments or (ii)&nbsp;the period of separation pay. In either case, should
Participant be paid in a lump sum versus bi-weekly payments, the Stock Appreciation Rights shall
continue to vest for the period of time in which severance or separation pay would have been paid
had it been paid bi-weekly.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;For purposes of this Award, &#147;Exercise Period&#148; means the greater of (i)&nbsp;a period of three
months after the date of termination of Participant&#146;s employment, (ii)&nbsp;if Participant is entitled
to severance or separation pay, a period of three months after vesting ceases as provided in (c)
above, or (iii)&nbsp;such other longer period established at the discretion of the Committee or the
Chief Executive Officer of the Company. Notwithstanding any other provision of this Agreement, the
Stock Appreciation Rights shall in no event be exercisable to any extent or by any Person after the
Expiration Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>Method of Exercise</U>. The Stock Appreciation Rights may be exercised with respect to
Vested Shares by delivery to the Company of a written notice which shall state that Participant
elects to exercise the Stock Appreciation Rights as to the number of Vested Shares specified in the
notice as of the date specified in the notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Restriction on Transfer</U>. During Participant&#146;s lifetime, the Stock Appreciation
Rights shall be exercisable only by Participant. Participant may not transfer the Stock
Appreciation Rights except by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act or the rules promulgated thereunder. Any attempt to otherwise transfer the
Stock Appreciation Rights shall be void.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Termination</U>. The Stock Appreciation Rights granted pursuant to this Award shall
terminate on the earlier to occur of (a)&nbsp;the date indicated above in the box labeled &#147;Expiration
Date&#148; or (b)&nbsp;as provided in Section&nbsp;4 above.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Forfeiture of Stock Appreciation Right</U>. If Participant violates: (a)&nbsp;any
provision of the Restrictive Covenants of this Certificate, or (b)&nbsp;any provision of the Company&#146;s
Principles of Integrity and Compliance, then all unvested portions of the Stock Appreciation
Rights, together with any portions of the Stock Appreciation Rights which vested within one year
prior to the termination of Participant&#146;s employment with the Company or at any time after such
termination (the &#147;Forfeited Shares&#148;), shall become null and void and Participant shall pay to the
Company, upon demand, an amount equal to the difference between the proceeds Participant has
received from any sales of Forfeited Shares; and if Participant still holds all or any part of the
Forfeited Shares at the time such Company demand is made, the aggregate Fair Market Value of such
Forfeited Shares as of the date of vesting of the Forfeited Rights. The paragraph does not
constitute the Company&#146;s exclusive remedy for Participant&#146;s violation of the Restrictive Covenants.
The Company may seek any additional legal or equitable remedy, including injunctive relief, for
any such violation.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Restrictive Covenants</U>. In consideration of the terms of this Award and
Participant&#146;s access to Confidential Information, Participant agrees to the Restrictive Covenants
set forth below. For purposes of the Restrictive Covenants, the &#147;Company&#148; means UnitedHealth Group
and all of its subsidiaries and other affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Confidential Information</U>. Participant has or will be given access to and provided
with sensitive, confidential, proprietary and/or trade secret information (collectively,
&#147;Confidential Information&#148;) in the course of Participant&#146;s employment. Examples of Confidential
Information include inventions, new product or marketing plans, business strategies and plans,
merger and acquisition targets, financial and pricing information, computer programs, source codes,
models and data bases, analytical models, customer lists and information, and supplier and vendor
lists and information. Participant agrees not to disclose or use Confidential Information, either
during or after Participant&#146;s employment with the Company, except as necessary to perform
Participant&#146;s duties or as the Company may consent in writing.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Non-Solicitation.</U> During Participant&#146;s employment and for the greater of two
years after the termination of Participant&#146;s employment for any reason whatsoever or the period of
time for which the Stock Appreciation Rights remain exercisable, Participant may not, without the
Company&#146;s prior written consent, directly or indirectly, for Participant or for any other person or
entity, as agent, employee, officer, director, consultant, owner, principal, partner or
shareholder, or in any other individual or representative capacity:


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    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Engage in any business competitive with any Company business
with any person or entity who: (a)&nbsp;was a Company provider or customer within
the 12&nbsp;months before Participant&#146;s employment termination and, (b)&nbsp;with whom
Participant had contact to further the Company&#146;s business or for whom
Participant performed services, or supervised the provision of services for,
during Participant&#146;s employment.</TD>
</TR>

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<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;Hire, employ, recruit or solicit any Company employee or consultant.


<P>
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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Induce or influence any Company employee, consultant, customer
or provider to terminate his, her or its employment or other relationship with
UnitedHealth Group.</TD>
</TR>

</TABLE>


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    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>(iv)</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Assist anyone in any of the activities listed above.</TD>
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<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Non-Competition</U>. During Participant&#146;s employment and for the greater of one year
after the termination of Participant&#146;s employment for any reason whatsoever or the period of time
for which the which the Stock Appreciation Rights remain exercisable, Participant may not, without
the Company&#146;s prior written consent, directly or indirectly, for Participant or for any other
person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or
shareholder, or in any other individual or representative capacity:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Engage or participate in, or in any way render services or assistance to, any
business that competes, directly or indirectly, with any Company product or service that
Participant participated in, engaged in, or had Confidential Information regarding, during
Participant&#146;s employment.


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<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Assist anyone in any of the activities listed above.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">By accepting this Stock Appreciate Right, Participant agrees that the provisions of this
Restrictive Covenants section are reasonable and necessary to protect the legitimate interests of
the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Adjustments to Stock Appreciation Rights</U>. In the event that any dividend or other
distribution (whether in the form of cash, shares of Common Stock, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other
securities of the Company or other similar corporate transaction or event affecting the Common
Stock would be reasonably likely to result in the diminution or enlargement of any of the benefits
or potential benefits intended to be made available under the Award (including, without limitation,
the benefits or potential benefits of provisions relating to the term, vesting or exercisability of
the Stock Appreciation Rights), the Committee shall, in such manner as it shall deem equitable or
appropriate in order to prevent such diminution or enlargement of any such benefits or potential
benefits, make adjustments to the Award, including adjustments in the number and type of Shares
subject to the Stock Appreciation Rights;<U> provided</U>,<U> however</U>, that the number of
shares of Common Stock into which the Stock Appreciation Rights may be exercised shall always be a
whole number.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;<U>Income Tax Matters</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;In order to comply with all applicable federal or state income tax laws or regulations,
the Company may take such action as it deems appropriate to ensure that all applicable federal or
state payroll, withholding, income or other taxes, which are the sole and absolute responsibility
of Participant, are withheld or collected from Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee under the Plan, Participant may elect to satisfy Participant&#146;s federal and state income
tax withholding obligations arising from the receipt of Issued Shares by (i)&nbsp;delivering cash, check
(bank check, certified check or personal check) or money order payable to the Company, (ii)&nbsp;having
the Company withhold a portion of the Issued Shares otherwise to be delivered having a Fair Market
Value equal to the amount of such taxes, or (iii)&nbsp;delivering to the Company shares of Common Stock
already owned by Participant having a Fair Market Value equal to the amount of such taxes. Any
shares already owned by Participant referred to in the preceding sentence must have been owned by
Participant for no less than six months prior to the date delivered to the Company if such shares
were acquired upon the exercise of an option or stock appreciation right or upon the vesting of
restricted stock or other restricted stock units. The Company will not deliver any fractional
share of Common Stock but will pay, in lieu thereof, cash equal to the Fair Market Value of such
fractional share. Participant&#146;s election must be made on or before the date that the amount of tax
to be withheld is determined.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;<U>Miscellaneous</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;This Award does not confer on Participant any right with respect to the continuance of any
relationship with the Company or its subsidiaries, nor will it interfere in any way with the right
of the Company to terminate such relationship at any time.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Neither the Plan nor this Award shall 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 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 an Award, such right shall be no greater than the right of any
unsecured creditor of the Company or any Affiliate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Company shall not be required to deliver any shares of Common Stock upon exercise of
any Stock Appreciation Rights until the requirements of any federal or state securities laws, rules
or regulations or other laws or rules (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;An original record of this Award and all the terms hereof, executed by the Company, is
held on file by the Company. To the extent there is any conflict between the terms contained in
this Award and the terms contained in the original held by the Company, the terms of the original
held by the Company shall control.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;If a court or arbitrator decides that any provision of this Certificate is invalid or
overbroad, Participant agrees that the court or arbitrator should narrow such provision so that it
is enforceable or, if narrowing is not possible or permissible, such provision should be considered
severed and the other provisions of this Certificate should be unaffected.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;Participant agrees that (i)&nbsp;legal remedies (money damages) for any breach of the
Restrictive Covenants in this Certificate will be inadequate, (ii)&nbsp;the Company will suffer
immediate and irreparable harm from any such breach, and (iii)&nbsp;the Company will be entitled to
injunctive relief from a court in addition to any legal remedies the Company may seek in
arbitration.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;The Restrictive Covenants in this Certificate shall survive termination of the Stock
Appreciation Rights.



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