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Unitedhealth Group Inc – ‘10-Q’ for 9/30/10 – ‘EX-10.2’

On:  Wednesday, 11/3/10, at 4:08pm ET   ·   For:  9/30/10   ·   Accession #:  1193125-10-246111   ·   File #:  1-10864

Previous ‘10-Q’:  ‘10-Q’ on 8/5/10 for 6/30/10   ·   Next:  ‘10-Q’ on 5/3/11 for 3/31/11   ·   Latest:  ‘10-Q’ on 11/6/23 for 9/30/23   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/10  Unitedhealth Group Inc            10-Q        9/30/10   83:13M                                    Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    842K 
 2: EX-10.1     Fourth Amendment to Unitedhealth Group Executive    HTML     33K 
                Savings Plan                                                     
 3: EX-10.2     First Amendment to Unitedhealth Group Directors'    HTML     31K 
                Compensation Deferral Plan                                       
 4: EX-12.1     Ratio of Earnings to Fixed Charges                  HTML     35K 
 5: EX-31.1     Certifications Pursuant to Section 302 of the       HTML     40K 
                Sarbanes-Oxley Act of 2002                                       
 6: EX-32.1     Certifications Pursuant to Section 906 of the       HTML     29K 
                Sarbanes-Oxley Act of 2002                                       
60: XML         IDEA XML File -- Definitions and References          XML    204K 
73: XML         IDEA XML File -- Filing Summary                      XML    296K 
68: XML.R1      Document and Entity Information                      XML    137K 
69: XML.R2      Condensed Consolidated Balance Sheets                XML    355K 
40: XML.R3      Condensed Consolidated Balance Sheets                XML    117K 
                (Parenthetical)                                                  
46: XML.R4      Condensed Consolidated Statements of Operations      XML    352K 
58: XML.R5      Condensed Consolidated Statements of Changes in      XML    470K 
                Shareholders' Equity                                             
56: XML.R6      Condensed Consolidated Statements of Changes in      XML     92K 
                Shareholders' Equity (Parenthetical)                             
79: XML.R7      Condensed Consolidated Statements of Cash Flows      XML    362K 
23: XML.R8      Basis of Presentation, Use of Estimates and          XML     51K 
                Significant Accounting Policies                                  
55: XML.R9      Investments                                          XML    411K 
19: XML.R10     Fair Value                                           XML    190K 
18: XML.R11     Medicare Part D Pharmacy Benefits Contract           XML     56K 
39: XML.R12     Goodwill and Other Intangible Assets                 XML     65K 
63: XML.R13     Medical Costs and Medical Costs Payable              XML     50K 
41: XML.R14     Commercial Paper and Long-Term Debt                  XML    150K 
43: XML.R15     Income Taxes                                         XML     48K 
51: XML.R16     Shareholders' Equity                                 XML     59K 
83: XML.R17     Share-Based Compensation                             XML     96K 
34: XML.R18     Aarp                                                 XML    123K 
13: XML.R19     Comprehensive Income                                 XML     64K 
45: XML.R20     Segment Financial Information                        XML    220K 
62: XML.R21     Commitments and Contingencies                        XML     62K 
28: XML.R22     Basis of Presentation, Use of Estimates and          XML     58K 
                Significant Accounting Policies (Policy)                         
59: XML.R23     Fair Value (Policy)                                  XML     53K 
44: XML.R24     Commercial Paper and Long-Term Debt (Policy)         XML     56K 
78: XML.R25     Aarp (Policy)                                        XML     50K 
65: XML.R26     Commitment and Contingencies (Policy)                XML     46K 
47: XML.R27     Investments (Tables)                                 XML    433K 
52: XML.R28     Fair Value (Tables)                                  XML    185K 
17: XML.R29     Medicare Part D Pharmacy Benefits Contract           XML     54K 
                (Tables)                                                         
21: XML.R30     Goodwill and Other Intangible Assets (Tables)        XML     62K 
29: XML.R31     Commercial Paper and Long-Term Debt (Tables)         XML    151K 
36: XML.R32     Shareholders' Equity (Tables)                        XML     53K 
50: XML.R33     Share-Based Compensation (Tables)                    XML     98K 
64: XML.R34     Aarp (Tables)                                        XML    123K 
15: XML.R35     Comprehensive Income (Tables)                        XML     61K 
24: XML.R36     Segment Financial Information (Tables)               XML    210K 
70: XML.R37     Investments (Narrative) (Details)                    XML    137K 
77: XML.R38     Investments (Short-term and Long-term Investments)   XML    755K 
                (Details)                                                        
48: XML.R39     Investments (Fair Value of the Company's             XML    496K 
                Mortgage-backed Securities by Credit Rating and                  
                Non-U.S. Agency Mortgage-backed Securities by                    
                Origination) (Details)                                           
81: XML.R40     Investments (Amortized Cost and Fair Value of        XML    153K 
                Available-for-sale Debt Securities by Contractual                
                Maturity) (Details)                                              
25: XML.R41     Investments (Amortized Cost and Fair Value of        XML    108K 
                Held-to-maturity Debt Securities by Contractual                  
                Maturity) (Details)                                              
82: XML.R42     Investments (Fair Value of Available-for-sale        XML    524K 
                Investments with Gross Unrealized Losses by                      
                Investment Type and Length of Time That Individual               
                Securities Have Been in a Continuous Unrealized                  
                Loss Position) (Details)                                         
31: XML.R43     Investments (Net Realized Gains, Before Taxes)       XML    140K 
                (Details)                                                        
14: XML.R44     Fair Value (Narrative) (Details)                     XML    116K 
30: XML.R45     Fair Value (Financial Assets and Liabilities,        XML   1.19M 
                Excluding AARP, Measured at Fair Value on a                      
                Recurring basis) (Details)                                       
61: XML.R46     Fair Value (Reconciliation of Assets Measured at     XML    306K 
                Fair Value on a Recurring Basis Using Level 3                    
                Inputs) (Details)                                                
76: XML.R47     Fair Value (Summary of Fair Value and Carrying       XML    123K 
                Value for Certain Financial Instruments for Which                
                it is Practicable to Estimate Fair Value)                        
                (Details)                                                        
42: XML.R48     Medicare Part D Pharmacy Benefits Contract           XML    128K 
                (Condensed Consolidated Balance Sheets Amounts of                
                Medicare Part D Program) (Details)                               
32: XML.R49     Goodwill and Other Intangible Assets (Changes in     XML    214K 
                Carrying Amount of Goodwill by Segment) (Details)                
49: XML.R50     Goodwill and Other Intangible Assets (Narrative)     XML     46K 
                (Details)                                                        
16: XML.R51     Medical Costs and Medical Costs Payable              XML    123K 
                (Narrative) (Details)                                            
53: XML.R52     Commercial Paper and Long-Term Debt (Narrative)      XML    341K 
                (Details)                                                        
33: XML.R53     Commercial Paper and Long-Term Debt (Commercial      XML   1.00M 
                Paper and Long-Term Debt) (Details)                              
22: XML.R54     Commercial Paper and Long-Term Debt (Summary of      XML     60K 
                Location and Fair Value of Fair Value Hedges)                    
                (Details)                                                        
75: XML.R55     Commercial Paper and Long-Term Debt (Effect of       XML    112K 
                Changes in Fair Value of Fair Value Hedges)                      
                (Details)                                                        
72: XML.R56     Income Taxes (Narrative) (Details)                   XML     79K 
38: XML.R57     Shareholders' Equity (Narrative) (Details)           XML     71K 
27: XML.R58     Shareholders' Equity (Schedule of Dividends)         XML    111K 
                (Details)                                                        
66: XML.R59     Share-Based Compensation (Narrative) (Details)       XML    414K 
20: XML.R60     Share-Based Compensation (Stock Option and SAR       XML    176K 
                Activity) (Details)                                              
57: XML.R61     Share-Based Compensation (Share-Based Compensation   XML    227K 
                Principal Fair Value Assumptions) (Details)                      
54: XML.R62     Share-Based Compensation (Restricted Share           XML    110K 
                Activity) (Details)                                              
71: XML.R63     Aarp (AARP Program-related Assets and Liabilities)   XML    180K 
                (Details)                                                        
67: XML.R64     Aarp (AARP Program Financial Assets and              XML   1.52M 
                Liabilities Measured at Fair Value on a Recurring                
                Basis) (Details)                                                 
80: XML.R65     Comprehensive Income (Comprehensive Income)          XML    158K 
                (Details)                                                        
26: XML.R66     Segment Financial Information (Details)              XML    784K 
37: XML.R67     Commitments And Contingencies (Narrative)            XML     65K 
                (Details)                                                        
74: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.02M 
 7: EX-101.INS  XBRL Instance -- unh-20100930                        XML   3.32M 
 9: EX-101.CAL  XBRL Calculations -- unh-20100930_cal                XML    220K 
10: EX-101.DEF  XBRL Definitions -- unh-20100930_def                 XML    488K 
11: EX-101.LAB  XBRL Labels -- unh-20100930_lab                      XML   1.01M 
12: EX-101.PRE  XBRL Presentations -- unh-20100930_pre               XML    852K 
 8: EX-101.SCH  XBRL Schema -- unh-20100930                          XSD    197K 
35: ZIP         XBRL Zipped Folder -- 0001193125-10-246111-xbrl      Zip    171K 


‘EX-10.2’   —   First Amendment to Unitedhealth Group Directors’ Compensation Deferral Plan


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  First Amendment to UnitedHealth Group Directors' Compensation Deferral Plan  

 

Exhibit 10.2

FIRST AMENDMENT

OF

UNITEDHEALTH GROUP

DIRECTORS’ COMPENSATION DEFERRAL PLAN

(2009 Statement)

THIS AMENDMENT, made and entered into as of August 31, 2010, by UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation (“UnitedHealth Group”);

WHEREAS, UnitedHealth Group has heretofore established and maintains a nonqualified deferred compensation plan (the “Plan”) for the benefit of certain members of the Board of Directors of UnitedHealth Group; and

WHEREAS, The Plan is currently embodied in a single document which is effective January 1, 2009, and which is entitled “UNITEDHEALTH GROUP DIRECTORS’ COMPENSATION DEFERRAL PLAN (2009 Statement)” (hereinafter referred to as the “Plan Statement”); and

WHEREAS, The Board of Directors of UnitedHealth Group has delegated to the Compensation and Human Resources Committee of the Board of Directors the power and authority to amend the Plan Statement; and

WHEREAS, the Compensation and Human Resources Committee has further delegated its authority to amend the Plan Statement to the Executive Vice President, Human Capital, with the exception of amendments that would materially increase the cost of the Plan, and amendments that are required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act of 1934; and

WHEREAS, The Executive Vice President, Human Capital wishes to amend the Plan Statement to provide for the following: (i) to provide that, commencing in September 2010, a Participant may only elect in-service distribution dates for the Participant’s entire Account attributable to a Plan Year, (ii) to provide that a Participant’s eligibility for payment in installments will be based on the Participant’s Account balance at the commencement of the installment payments, and (iii) to make other clarifying or administrative changes; and

WHEREAS, The Executive Vice President, Human Capital, has determined that such amendments will not materially increase the cost of the Plan, and that none of such amendments are required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act of 1934;


 

NOW, THEREFORE, BE IT RESOLVED, That the Plan Statement is hereby amended in the following respects:

1. EXCEPTION TO INSTALLMENT PAYMENTS FOR SMALL AMOUNTS. Effective on the date this amendment is adopted, Section 8.2(b)(ii) shall be amended to read as follows:

 

  (ii) Exception for Small Amounts. Notwithstanding the foregoing provisions of this Section 8.2(b), if the value of the Participant’s Post-2003 Account as of the Valuation Date as of which the first installment payment is to be determined does not exceed Five Thousand Dollars ($5,000), the Participant’s entire Post-2003 Account shall be paid in the form of a lump sum as soon as administratively practicable after such Valuation Date (but not later than the last day of February of the year when such determination occurs). For this purpose, the value of the Post-2003 Account shall be determined after reduction for any lump sum or other payment that is also payable to such Participant as of such Valuation Date.

2. ELECTION OF IN-SERVICE DISTRIBUTIONS. Effective September 1, 2010, the introductory paragraph of Section 8.9.2 shall be amended to read as set forth below, and Section 8.9.2 shall be further amended by deleting Section 8.9.2(e) in its entirety:

8.9.2 Pre-Selected In-Service Distribution from Post-2003 Account. Each Participant has the opportunity, when enrolling in the Plan on or after September 1, 2010, to elect one (1) or more pre-selected in-service distribution dates for the total amount of the Participant’s Post-2003 Account attributable to deferrals for such Plan Year (and any investment gains or losses on such deferrals), subject to the following rules:

3. AMENDMENT AUTHORITY. Effective on the date this amendment is adopted, Section 10 of the Plan shall be amended by adding thereto the following new Section 10.4:

10.4 Certain Amendments. The Executive Vice President, Human Capital may unilaterally amend the Plan Statement to the same extent, and subject to the same limitations, as the Committee pursuant to Section 10.1; provided, however, that the Executive Vice President, Human Capital, shall not adopt any amendment that would materially increase the cost of the Plan, or that is required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Code or Section 16 of the Securities Exchange Act of 1934. The determination by the Executive Vice President, Human Capital, that he or she is authorized to adopt an amendment shall be presumed correct and any such amendment adopted by Executive Vice President, Human Capital, shall be binding on all employees, Participants, Beneficiaries, and other persons claiming a benefit under the Plan.

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

 

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Dates Referenced Herein

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/3/10None on these Dates
For Period end:9/30/10
9/1/10
8/31/10
1/1/09
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/22  UnitedHealth Group Inc.           10-K       12/31/21  113:19M
 3/01/21  UnitedHealth Group Inc.           10-K       12/31/20  107:17M
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Filing Submission 0001193125-10-246111   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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