UNITEDHEALTH GROUP INC
EX-10.4
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<DESCRIPTION>EX-10.4
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<P align="left" style="margin-left:42%; font-size: 10pt"><FONT style="font-size=12pt"><B>Exhibit&nbsp;10.4</B></FONT>


<P align="center" style="font-size: 12pt"><B>UNITEDHEALTH GROUP</B>



<P align="center" style="font-size: 12pt"><B>RESTRICTED STOCK AWARD</B>



<P align="left" style="font-size: 12pt">Award Number: &nbsp;&nbsp;&nbsp;

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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<TR valign="bottom">
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Award Date</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Number of Shares</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Final Vesting Date</B></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>&nbsp;&nbsp;&nbsp;</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>&nbsp;&nbsp;&nbsp;&#091;Shares&#093;&nbsp;&nbsp;&nbsp;</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></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;) an award (the &#147;Award&#148;) of that number of shares (the &#147;Shares&#148;) 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; subject to certain restrictions and on the terms and conditions
contained in this Award and 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">1.&nbsp;<U>Rights of the Participant with Respect to the Shares</U>. With respect to the Shares, on
and after the Award Date and until the date or dates on which the Shares vest and the restrictions
with respect to the Shares lapse in accordance with Section&nbsp;2, 3 or 4, Participant shall have all
of the rights of a shareholder of the Common Stock, including the right to vote the Shares and the
right to receive dividends thereon, unless and until the Shares are forfeited pursuant to Section&nbsp;4
or 6. The rights of Participant with respect to the Shares shall remain forfeitable at all times
prior to the date or dates on which such rights become vested, and the restrictions with respect to
the Shares lapse, in accordance with Section&nbsp;2, 3 or 4. Subject to the restrictions and terms of
this Award, after the Shares vest pursuant to Section&nbsp;2, 3 or 4, Participant shall have all of the
rights of a shareholder of the Common Stock with respect to the Shares (including, without
limitation, the right to vote the Shares and to receive cash dividends).


<P align="left" style="font-size: 12pt">2.&nbsp;<U>Vesting</U>. Subject to the terms and conditions of this Award, 25% of the Shares shall
vest, and the restrictions with respect to the Shares shall lapse, on each of the first, second,
third and fourth anniversaries of the Award Date if Participant remains continuously employed by
the Company or continues to serve on the Board of Directors of the Company until the respective
vesting dates.


<P align="left" style="font-size: 12pt">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, all of the Shares shall become immediately and
unconditionally vested and exercisable, and the restrictions with respect to all of the Shares
shall lapse. 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">4.&nbsp;<U>Forfeiture or Early Vesting Upon Termination of Employment</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(a) <U>Termination of Employment Generally</U>. If, prior to vesting of the Shares
pursuant to Section&nbsp;2 or 3, Participant ceases to be an employee of the Company, or ceases
to serve on the Board of Directors of the Company, for any reason (voluntary or involuntary)
other than death, permanent long-term disability or Retirement (as defined below) or a
termination of employment that results in severance being paid to Participant, then
Participant&#146;s rights to all of the unvested Shares shall be immediately and irrevocably
forfeited.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(b) <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 that 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 all unvested Shares shall become
immediately vested, and the restrictions with respect to all of the Shares shall lapse, as
of the date of such long-term disability or death. No transfer by will or the applicable
laws of descent and distribution of any Shares that vest by reason of Participant&#146;s death
shall be effective to bind the Company unless the Committee shall have been furnished with
written notice of such transfer and a copy of the will or such other evidence as the
committee of the Board of Directors administering the Plan (the &#147;Committee&#148;) may deem
necessary to establish the validity of the transfer.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(c) <U>Retirement</U>. If Participant&#146;s employment by the Company or its subsidiaries
is terminated by reason of Participant&#146;s Retirement (as defined below), then, subject to
Section&nbsp;6, the Shares shall continue to vest, and the restrictions with respect to such
Shares shall continue to lapse, as if such termination of employment had not occurred. For
purposes of this Award, &#147;Retirement&#148; means the termination of employment other than by
reason of death or permanent long-term disability by a person who is age 55 or older and
whose age in years plus number of years of Recognized Employment with the Company or its
subsidiaries totals 65 or more. For purposes of this Award, &#147;Recognized Employment&#148; shall
include only employment since the Participant&#146;s most recent date of hire by the Company or
its subsidiaries, and shall not include employment with a company acquired by UnitedHealth
Group or its subsidiaries before the date of such acquisition.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(d) <U>Severance</U>. If Participant is entitled to severance under the Company&#146;s
severance pay plan or under an employment agreement entered into with the Company, then the
Shares shall continue to vest, and the restrictions with respect to the Shares shall
continue to lapse, for the period of such severance. Should severance be paid in a lump sum
versus bi-weekly payments, the Shares shall continue to vest for the period of time had
severance been paid bi-weekly.


<P align="left" style="font-size: 12pt">5.&nbsp;<U>Restriction on Transfer</U>. Until the Shares vest pursuant to Section&nbsp;2, 3 or 4, the
Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or
encumbered, and no attempt to transfer unvested Shares, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the transferee with any interest or right in or with
respect to the Shares. Notwithstanding the foregoing, Participant may, in the manner established
by the Committee, designate a beneficiary or beneficiaries to exercise the rights of Participant
and receive any property distributable with respect to the Shares upon the death of Participant.


<P align="left" style="font-size: 12pt">6.&nbsp;<U>Restrictive Covenants</U>. In consideration of the terms of this Award and in recognition
of the fact that Participant will receive Proprietary Information, as defined below, during
Participant&#146;s employment with the Company, Participant agrees to be bound by the following
Restrictive Covenants and agrees that if Participant violates any provision of such Restrictive
Covenants, then (i)&nbsp;all unvested portions of the Shares, together with any portions of the Shares
that 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 (ii)
Participant shall pay to the Company, upon demand, an amount equal to (A)&nbsp;the proceeds Participant
has received from any sales of Forfeited Shares, and (B)&nbsp;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 such Forfeited Shares. Furthermore, the Company
may seek any other legal or equitable remedy, including injunctive relief, if Participant violates
any of the following Restrictive Covenants. By accepting this Award, Participant agrees that the
restrictions and agreements contained in this Section&nbsp;6 are reasonable and necessary to protect the
legitimate interests of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Proprietary Information.</U> During the course of employment, Participant will
receive sensitive, confidential, proprietary and/or trade secret information (collectively,
&#147;Proprietary Information&#148;), including, without limitation, information regarding inventions, new
product or marketing plans, business strategies, merger and acquisition targets, financial and
pricing information, computer programs, models and data bases (including limitation source codes),
designs, analytical models, customer lists and information, and supplier and vendor lists and
information. This Proprietary Information includes not only information contained in written or
digitized Company documents but also all such information which Participant may commit to memory
during the course of Participant&#146;s job. It is Participant&#146;s responsibility to protect the
integrity and confidential nature of this Proprietary Information, both during and after
Participant&#146;s employment with the Company, and Participant shall not disclose any such Proprietary
Information, either during or after the term of Participant&#146;s employment, except as necessary for
the performance of Participant&#146;s duties or as expressly permitted in writing by the Company. It is
understood, however, that nothing herein shall be construed to prohibit the disclosure, or restrict
the use, of information that is available in reasonably similar form to the general public, through
no fault of Participant, or that was received by Participant outside of the Company, without an
obligation of confidentiality.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Competitive Activity.</U> During Participant&#146;s employment with the Company and for
one year after the latter of (i)&nbsp;termination of Participant&#146;s employment for any reason whatsoever
(including Retirement) or (ii)&nbsp;the last scheduled vesting date under the provisions of Section&nbsp;4,
Participant shall not engage in any Competitive Activity. For purposes of this Award, the term
&#147;Competitive Activity&#148; shall mean involvement in any activities that are competitive with any
product or service that the Participant was directly involved with, or had Proprietary Information
regarding, during the Participant&#146;s employment with the Company or its subsidiaries. Because the
Company&#146;s business competes on a nationwide basis, Participant&#146;s obligations hereunder shall apply
anywhere in the United States of America.


<P align="left" style="font-size: 12pt">In the event that any portion of this Section 6(b) regarding &#147;Competitive Activity&#148; shall be
determined by any court of competent jurisdiction to be unenforceable because it is unreasonably
restrictive in any respect, it shall be interpreted to extend over the maximum period of time for
which it reasonably may be enforced and to the maximum extent for which it reasonably may be
enforced in all other respects, and enforced as so interpreted, all as determined by such court in
such action. Participant acknowledges the uncertainty of the law in this respect and expressly
stipulates that this Certificate is to be given the construction that renders its provisions valid
and enforceable to the maximum extent (not exceeding its express terms) possible under applicable
law.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Non-Solicitation.</U> During Participant&#146;s employment and for two years after the
latter of (i)&nbsp;termination of Participant&#146;s employment for any reason whatsoever (including
Retirement) or (ii)&nbsp;the last scheduled vesting date under the provisions of Section&nbsp;4, Participant
shall not:



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 4%">(i)&nbsp;induce or attempt to induce any employee of the Company to leave the employ
of the Company, or in any way interfere adversely with the relationship between any
such employee and the Company;



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;induce or attempt to induce any employee of the Company to work for, render
services to, provide advice to, or supply confidential business information or trade
secrets of the Company to any third person, firm, or corporation;



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;employ, or otherwise pay for services rendered by, any employee of the
Company in any business enterprise with which Participant may be associated,
connected or affiliated;



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;induce or attempt to induce any customer, supplier, licensee, licensor or
other business relation of the Company to cease doing business with the Company, or
in any way interfere with the then existing business relationship between any such
customer, supplier, licensee, licensor or other business relation and the Company; or



<P align="left" style="margin-left:7%; font-size: 12pt; text-indent: 4%">(v)&nbsp;assist, solicit, or encourage any other person, directly or indirectly, in
carrying out any activity set forth above that would be prohibited by any of the
provisions of this Award if such activity were carried out by Participant. In
particular, Participant will not, directly or indirectly, induce any employee of the
Company to carry out any such activity.


<P align="left" style="font-size: 12pt">7.&nbsp;<U>Issuance of Shares</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(a)&nbsp;Effective as of the Award Date, the Company shall cause the Shares to be issued in
book-entry form, registered in Participant&#146;s name. The Shares shall be subject to an
appropriate stop-transfer order.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(b)&nbsp;After any of the Shares vest pursuant to Section&nbsp;2, 3 or 4 and following payment of
the applicable withholding taxes pursuant to Section&nbsp;9, the Company promptly shall cause the
stop-transfer order to be removed with respect to such vested Shares.


<P align="left" style="font-size: 12pt">8.&nbsp;<U>Adjustments to Shares</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(a)&nbsp;In the event that any dividend or other distribution (whether in the form of cash,
&nbsp;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 Stocks 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 vesting of the Shares), 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 Participant would have
received; <U>provided</U>, <U>however</U>, that the number of shares covered by the Award
shall always be a whole number.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(b)&nbsp;Any additional shares of Common Stock, any other securities of the Company and any
other property (except for cash dividends or other cash distributions) distributed with
respect to the Shares prior to the date or dates the Shares vest shall be subject to the
same restrictions, terms and conditions as the Shares and shall be promptly deposited with
the Secretary of the Company or a custodian designated by the Secretary.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(c)&nbsp;Any cash dividends or other cash distributions payable with respect to the Shares
shall be distributed at the same time cash dividends or other cash distributions are
distributed to shareholders of the Company generally.


<P align="left" style="font-size: 12pt">9.&nbsp;<U>Income Tax Matters</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(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="margin-left:4%; font-size: 12pt; text-indent: 3%">(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, or the lapse of restrictions
relating to, the 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 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
&nbsp;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 upon the vesting of
restricted stock units or other restricted stock. The Company will not deliver any
fractional Share but will pay, in lieu thereof, 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">10.&nbsp;<U>Miscellaneous</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 3%">(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="margin-left:4%; font-size: 12pt; text-indent: 3%">(b)&nbsp;The Company shall not be required to deliver any Shares 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="margin-left:4%; font-size: 12pt; text-indent: 3%">(c)&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.



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