CASE 0:21-cv-01049-JRT-DJF Doc.

234 Filed 12/13/24 Page 1 of 39

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

KIM SNYDER, on behalf of herself and all ) Case No. 0:21-cv-01049 (JRT/DJF)
others similarly situated, )
) CLASS ACTION
Plaintiff, )
) MEMORANDUM OF LAW IN
v. ) SUPPORT OF PLAINTIFF’S MOTION
) FOR PRELIMINARY APPROVAL OF
UNITEDHEALTH GROUP, INC., et al. ) CLASS ACTION SETTLEMENT
)
Defendants. )
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TABLE OF CONTENTS

I. INTRODUCTION .................................................................................................. 1
II. SUMMARY OF CLAIMS AND DEFENSES ......................................................... 2
III. LITIGATION HISTORY AND SETTLEMENT NEGOTIATIONS ...................... 3
A. Pre-Filing Investigation ................................................................................. 3
B. Litigation and Initial Attempts at Settlement ................................................ 4
C. Negotiations and Settlement .......................................................................... 6
D. Plaintiff’s Services to the Class Members and the Plan ................................ 6
IV. OVERVIEW OF THE SETTLEMENT AND PLAN OF ALLOCATION TERMS
.................................................................................................................................. 7
A. Monetary Relief ............................................................................................. 7
B. Review By Independent Fiduciary ................................................................ 8
C. Class Notice and Settlement Administration ................................................ 8
D. Plan of Allocation .......................................................................................... 9
E. Release of Claims ........................................................................................ 10
F. Attorneys’ Fees and Class Representative Award ...................................... 12
V. LEGAL STANDARD ............................................................................................ 12
A. The Standard for Judicial Approval of Class Action Settlements ............... 13
B. The Relevant Factors for Preliminary Approval ......................................... 14
VI. ARGUMENT ......................................................................................................... 14
A. Plaintiff and Her Counsel Have Adequately Represented the Class........... 15
B. The Proposed Settlement Was Negotiated at Arm’s Length ...................... 16
C. The Proposed Settlement Provides Fair and Reasonable Compensation .... 18
1. The Proposed Settlement is Fair and Reasonable when Balanced
Against the Merits of Plaintiff’s Claims .......................................... 18
2. The Complexity, Expense, Risks, and Delay of Further Litigation
Support Approval ............................................................................. 22
3. The Proposed Method of Distributing Relief to the Class Is Effective
.......................................................................................................... 23
4. The Terms of the Proposed Award for Attorneys’ Fees Present No
Obstacle to Approval ........................................................................ 25
D. The Proposed Settlement Treats Class Members Equitably ....................... 26

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E. The Remaining Factors Do Not Weigh Against Approval ......................... 29

VII. NOTICE TO THE CLASS ..................................................................................... 30
VIII. CONCLUSION ...................................................................................................... 31

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TABLE OF AUTHORITIES

CASES
Abbott v. Lockheed Martin Corp.,
No. 06-cv-701, 2015 WL 4398475, at *4 (S.D. Ill. July 17, 2015) ....................... 28
Beach v. JPMorgan Chase Bank, Nat’l Ass’n,
No. 1:17-cv-00563, 2020 WL 6114545 (S.D.N.Y. Oct. 7, 2020) .......................... 22
Becker v. Wells Fargo,
No. 0:20-CV-02016, 2022 WL 3909343 (D. Minn. Aug. 31, 2022) ..................... 22
Beneli v. BCA Fin. Servs.,
324 F.R.D. 89 (D.N.J. 2018) .................................................................................. 23
Bonime v. Doyle,
416 F. Supp. 1372 (S.D.N.Y. 1976) ....................................................................... 21
Bonime v. Doyle,
556 F.2d 555 (2d Cir. 1977) ................................................................................... 21
Braden v. Wal Mart Stores, Inc.,
588 F.3d 585 (8th Cir. 2009) .................................................................................. 20
Caligiuri v. Symantec Corp.,
855 F.3d 860 (8th Cir. 2017) .................................................................................. 17
CIGNA Corp. v. Amara,
563 U.S. 421 (2011). .............................................................................................. 29
City P’ship Co. v. Atl. Acquisition Ltd. P’ship,
100 F.3d 1041 (1st Cir. 1996) ................................................................................ 13
Cohn v. Nelson,
375 F. Supp. 2d 844 (E.D. Mo. 2005) .................................................................... 21
Cook v. Niedert,
142 F.3d 1004 (7th Cir. 1998) .......................................................................... 27, 28
Cullan & Cullan LLC v. M-Qube, Inc.,
No. 8:13CV172, 2016 WL 5394684 (D. Neb. Sept. 27, 2016) .............................. 23
Dennard v. Transamerica Corp.,
No. 1:15-cv-00030-EJM (N.D. Iowa May 20, 2016) ............................................ 25
Flynn v. N.Y. Dolls Gentlemen’s Club,
No. 13 CIV. 6530 PKC RLE, 2014 WL 4980380 (S.D.N.Y. Oct. 6, 2014) .......... 17
Fritton v. Taylor Corp.,
No. 22-CV-00415, 2024 WL 3717351, at *3 (D. Minn. Aug. 8, 2024)................. 26
George v. Uponor Corp.,
Civ. No. 12–249 (ADM/JJK), 2015 WL 5255280 (D. Minn. Sept. 9, 2015) ........ 19

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Glynn v. Maine Oxy-Acetylene Supply Co.,

No. 2:19-CV-00176-NT, 2022 WL 17617138 (D. Me. Dec. 13, 2022) .......... 17, 18
Grier v. Chase Manhattan Auto. Fin. Co.,
Civ. A. 99–180, 2000 WL 175126 (E.D. Pa. Feb. 16, 2000) ................................ 19
Grunin v. Int’l House of Pancakes,
513 F.2d 114 (8th Cir. 1975) .................................................................................. 24
Hashw v. Dep’t Stores Nat’l Bank,
182 F. Supp. 3d 935 (D. Minn. 2016) .............................................................. 13, 19
In re Emp. Benefit Plans Sec. Litig.,
Civ. No. 3–92–708, 1993 WL 330595 (D. Minn. June 2, 1993) ........................... 16
In re Flint Water Cases,
571 F. Supp. 3d 746 (E.D. Mich. 2021) ................................................................. 18
In re Gen. Motors Corp. Pick-Up Truck Fuel Tank Prod. Liab. Litig.,
55 F.3d 768 (3d Cir. 1995) ..................................................................................... 13
In re Target Corp. Customer Data Sec. Breach Litig.,
892 F.3d 968 (8th Cir. 2018) .................................................................................. 19
In re U.S. Bancorp Litigation,
291 F.3d 1035 (8th Cir. 2002) ................................................................................ 27
In re Uponor, F1807 Plumbing Fittings Prod. Liab. Litig.,
716 F.3d 1057 (8th Cir. 2013) .................................................................... 12, 13, 14
In re Wells Fargo ERISA 401(k) Litig.,
331 F. Supp. 3d 868 (D. Minn. 2018) .............................................................. 20, 21
In re Wireless Tel. Fed. Cost Recovery Fees Litig.,
396 F.3d 922 (8th Cir. 2005) ............................................................................ 19, 30
In re Xcel Energy, Inc., Securities, Derivative & “ERISA” Litig.,
364 F. Supp. 2d 980 (D. Minn. 2005) .................................................................... 27
In re Zurn Pex Plumbing Prods. Liab. Litig.,
No. 08-MDL-1958 ADM/AJB, 2013 WL 716088 (D. Minn. Feb. 27, 2013) . 14, 16
Johnson v. Fujitsu Tech. & Bus. of America, Inc.,
No. 16-cv-03698-NC, 2018 WL 2183253 (N.D. Cal. May 11, 2018) ................... 22
Keil v. Lopez,
862 F.3d 685 (8th Cir. 2017) .................................................................................. 19
Kemp-DeLisser v. Saint Francis Hosp. & Med. Ctr.,
No. 15-CV-1113 (VAB), 2016 WL 6542707 (D. Conn. Nov. 3, 2016) ................ 17
Khoday v. Symantec Corp.,
No. 11-CV-180 (JRT/TNL), 2016 WL 1637039 (D. Minn. Apr. 5, 2016) ..... 16, 17,
18, 25

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Krueger v. Ameriprise Fin., Inc.,

No. 11-CV-02781 SRN/JSM, 2015 WL 4246879 (D. Minn. July 13, 2015) . 22, 23,
25
Kruger v. Lely N. Am., Inc.,
No. 020-CV-00629-KMM/DTS, 2023 WL 5665215 (D. Minn. Sept. 1, 2023) ... 27,
28
Kruger v. Novant Health, Inc.,
No. 1:14CV208, 2016 WL 6769066 (M.D.N.C. Sept. 29, 2016) .......................... 26
LaRue v. DeWolff; Boberg & Assocs., Inc.,
552 U.S. 248, 254 (2008) ....................................................................................... 28
Marshall v. Nat’l Football League,
787 F.3d 502 (8th Cir. 2015) .................................................................................. 21
Martin v. Cargill, Inc.,
295 F.R.D. 380, 383 (D. Minn. 2013) .................................................................... 13
Mass. Mut. Life Ins. Co. v. Russell,
473 U.S. 134, 142 n.9 (1985) ................................................................................. 28
Meiners v. Wells Fargo & Co.,
898 F.3d 820 (8th Cir. 2018) .................................................................................. 20
Milken & Assoc. Sec. Lit.,
150 F.R.D. 46 (S.D.N.Y. 1993) .............................................................................. 21
Moreno v. Deutsche Bank Americas Holding Corp.,
No. 15-CV-09936 (LGS) (S.D.N.Y. Aug. 14, 2018) ............................................. 25
Mullane v. Cent. Hanover Bank & Tr. Co.,
339 U.S. 306 (1950) ............................................................................................... 24
Palm Tran, Inc. Amalgamated Transit Union Loc. 1577 Pension Plan v. Credit
Acceptance Corp.,
No. CV 20-12698, 2022 WL 17582004 (E.D. Mich. Dec. 12, 2022) .................... 17
Pension Benefit Guar. Corp. ex rel. St. Vincent Catholic Med. Ctrs. Ret. Plan v. Morgan
Stanley Inv. Mgmt., Inc.,
712 F.3d 705 (2d. Cir. 2013) .................................................................................. 21
Petrovic v. Amoco Oil Co.,
200 F.3d 1140 (8th Cir. 1999) .............................................................. 12, 14, 23, 30
Reetz v. Aon Hewitt Inv. Consulting, Inc.,
74 F.4th 171 (4th Cir. 2023) ................................................................................... 21
Rodriguez v. W. Publ’g Corp.,
563 F.3d 948 (9th Cir. 2009) .................................................................................. 28

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Synfuel Techs., Inc. v. DHL Express (USA), Inc.,

463 F.3d 646 (7th Cir. 2006) .................................................................................. 19
Tibble v. Edison Int’l,
575 U.S. 523 (2015) ............................................................................................... 22
Tracey v. Mass. Inst. Tech.,
404 F. Supp. 3d 356 (D. Mass. 2019)..................................................................... 20
Tussey v. ABB, Inc.,
850 F.3d 951 (8th Cir. 2017) .................................................................................. 22
Tussey v. ABB, Inc.,
No. 06-CV-04305-NKL, 2019 WL 3859763 (W.D. Mo. Aug. 16, 2019) ....... 23, 27
United States v. Equitable Tr. Co. of N.Y.,
283 U.S. 738, 744 (1931) ....................................................................................... 29
Van Horn v. Trickey,
840 F.2d 604 (8th Cir. 1988) ............................................................................ 14, 19
Wal-Mart Stores Inc v. Visa USA Inc,
396 F.3d 96, 114 (2d Cir. 2005) ............................................................................. 14
White v. Nat’l Football League,
822 F. Supp. 1389 (D. Minn. 1993) ....................................................................... 14
Wildman v. Am. Cent. Services, LLC,
362 F. Supp. 3d 685 (W.D. Mo. 2019) ................................................................... 21
Zilhaver v. UnitedHealth Group, Inc.,
646 F. Supp. 2d 1075 (D. Minn. 2009) ................................................ 22, 24, 26, 28
FEDERAL STATUTES
29 U.S.C. §1001 .................................................................................................................. 3
REGULATIONS
29 C.F.R. §2520 ................................................................................................................. 15
75 Fed. Reg. 33830 .............................................................................................................. 8
OTHER AUTHORITIES
4 Newberg § 13:48 (5th ed. June 2021 update) ................................................................. 18
Manual for Complex Litigation, Fourth, § 21.632 (2004) ................................................ 13
RULES
Fed. R. Civ. P. 23(a)(4) ..................................................................................................... 15
Fed. R. Civ. P. 23(e)(1) ..................................................................................................... 14
Fed. R. Civ. P. 23(e)(2) ............................................................................................... 14, 18

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I. INTRODUCTION

This ERISA class action has been pending for more than three years. Now, on behalf

of herself and the Class, Plaintiff seeks preliminary approval of a proposed Settlement1 that

provides substantial relief to a Class of over 300,000 current and former participants in the

UnitedHealth Group 401(k) Savings Plan (the “Plan”): UnitedHealth Group, Inc.

(“United”) and/or its insurers will pay, or cause to be paid, $69,000,000.00 in cash (the

“Settlement”) to be distributed to current and former Plan participants who invested in the

Wells Fargo Target Fund Suite from April 23, 2015 through the date of judgment (“Class

Period”).2

The Settlement comes after three and a half years of robust litigation, which

included two summary judgment motions, full fact and expert discovery with thousands of

documents, twenty depositions, and eight written reports among four experts. The

Settlement was the product of weeks of vigorous arm’s-length negotiation with an

independent mediator culminating in a mediator’s proposal. This extensive process

allowed the Parties to fully understand the value of their claims and the risks of litigation.

As a result, the Parties reached an agreement that presents substantial benefits to the Class

Members, promotes judicial economy, and contains no deficiencies that prevent approval.

1
A proposed order granting the relief requested herein is attached to the Settlement
Agreement as Exhibit A and is also attached to this Motion for Preliminary Approval of
Class Action Settlement.
2
The Wells Fargo Target Fund Suite refers collectively to the funds identified in the
Court’s Order certifying the Class: Wells Fargo DJ Target Date N and Wells Fargo Target
Date CIT E3 Funds dated 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050, 2055,
and 2060. Dkt. 137, at 3.

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Under the terms of the proposed Settlement, United and/or its insurers will pay, or

cause to be paid, $69,000,000 into a settlement fund (the “Settlement Fund”), which will

be allocated pro rata among Class Members pursuant to a Plan of Allocation (after

deduction of any attorneys’ fees, expenses, and Class Representative award approved by

the Court). Class Counsel, Sanford Heisler Sharp McKnight, LLP, believes the Settlement

provides fair, reasonable, and adequate relief to the Class Members.

To effectuate the Settlement, Plaintiff respectfully asks this Court to enter an Order:

(1) granting preliminary approval of the Settlement; (2) enjoining Class members from

pursuing any claims that arise out of or relate to the claims at issue in this action pending

final approval; (3) directing notice to the Class Members and approving the plan and form

of notice, including the procedures for objecting to the Settlement; (4) appointing Angeion

Group, LLC as Settlement Administrator and Escrow Agent; and (5) scheduling a final

Fairness Hearing, at which the Court will consider the motion for final approval of the

Settlement and entry of the Parties’ proposed Final Judgment and Order of Dismissal with

Prejudice and Class Counsel’s application for an award of attorneys’ fees and expenses,

and payment of a Class Representative service award.

II. SUMMARY OF CLAIMS AND DEFENSES

This is a certified class action on behalf of all participants in the UnitedHealth Group

401(k) Savings Plan, who invested in the Wells Fargo Target Fund Suite during the Class

Period. Plaintiff, as an individual and as a representative of the Class, filed this Class Action

on April 23, 2021, later amended on August 24, 2022, against Defendants UnitedHealth

Group, Inc. (“United” or the “Company”) and various other related entities and individuals

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(collectively, “Defendants”). See Dkt. 1, Dkt. 119. Plaintiff alleged that Defendants

breached their fiduciary duties and engaged in prohibited transactions in violation of the

Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq. (“ERISA”),

by imprudently and disloyally selecting, retaining, and monitoring a suite of poorly

performing funds—the Wells Fargo Target Fund Suite—for the Plan’s investment menu.

See, e.g., Dkt. 119, ¶¶ 153–64, 175–202. Plaintiff has hired an expert who calculated

recoverable damages relative to widely accepted target date fund peer universes, with

potential damages ranging from approximately $276.1 million relative to the Morningstar

Lifetime Moderate Target Date Indices, to $339.8 million relative to the S&P Target Date

Indices.

Defendants deny these allegations and contend that their monitoring and selection

processes complied with the fiduciary standards under ERISA. Defendants also contend

that the Wells Fargo Target Fund Suite was a reasonable investment option during the Class

Period and that they committed no fiduciary breaches or prohibited transactions of any kind

in their administration of the Plan. Defendants and their experts further challenge Plaintiff’s

expert’s damage calculations and deny that Plaintiff and the Class are entitled to any

recovery of damages whatsoever.

III. LITIGATION HISTORY AND SETTLEMENT NEGOTIATIONS

A. Pre-Filing Investigation
Class Counsel undertook an extensive and thorough investigation of the claims

starting months before filing the Complaint and continuing through extensive fact and

expert discovery and summary judgment. Prior to filing the original Complaint, Sanford

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Heisler Sharp McKnight attorneys and staff undertook a thorough and careful

investigation, spanning months, that entailed: (1) examining Plan documents and

participant disclosures; (2) analyzing Department of Labor filings from the Plan and Wells

Fargo to quantify assets under the Plan’s management; (3) assessing the investment

structure and objectives of the Plan’s investment options based upon filings made with the

Securities and Exchange Commission (“SEC”); (4) reviewing SEC filings of Wells Fargo

and its affiliated investment entities; (5) identifying appropriate benchmarks and

comparator funds; (6) calculating the 10-year performance of the Plan’s investment options

relative to the selected benchmarks and comparator funds; (7) ascertaining potential injury

to the Plan; and (8) conducting legal research. Declaration of Charles H. Field, Exhibit 1

(“Field Dec.”) ¶ 8.

B. Litigation and Initial Attempts at Settlement

After this extensive investigation, Plaintiff filed the original Class Action Complaint

on April 23, 2021. Dkt. 1. On June 23, 2021, Defendants moved to dismiss the initial

Complaint, or in the alternative, for summary judgment. Dkt. 40. After full briefing and

oral arguments, the Court fully denied both of Defendants’ motions. Dkt. 96. Discovery

commenced in or about February 2022. Dkt. 85. Through discovery, Class Counsel

reviewed over 84,000 pages of documents produced by Defendants. Field Dec. ¶ 9.

Following the substantial completion of Defendants’ document production, the Parties first

attempted mediation in July 2022 with a well-respected independent mediator. Field Dec.

¶ 14.

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After mediation failed, the Parties engaged in further extensive discovery, including

thirteen depositions of Defendants and their agents, and Defendants’ deposition of Plaintiff,

Kim Snyder. Field Dec. ¶ 9. Class Counsel also subpoenaed two non-parties, received a

total of over 35,000 pages of documents from those non-parties, and deposed two agents

of one of the non-parties. Id. Fact discovery ended in April 2023, after which the Parties

exchanged initial expert reports. See Dkt. 85; Dkt. 122; Dkt. 136. Plaintiff and Defendants

each submitted reports from two experts—a liability expert and a damages expert—and

both Parties submitted rebuttal expert reports responding to each initial expert report. All

experts were deposed. Field Dec. ¶ 10. After the exchange of initial and rebuttal expert

reports, in June 2023, the Parties participated in a court-ordered settlement conference

before Magistrate Judge Dulce J. Foster, but again did not resolve the case. Field Dec. ¶ 14.

On August 11, 2023, Defendants moved for summary judgment on all claims. Dkt.

168. The Parties fully briefed this motion, supported by a combined total of 236 exhibits,

then presented oral argument before this Court on February 6, 2024. On March 12, 2024,

the Court issued an order substantially denying Defendants’ motion for summary

judgment: the Court granted summary judgment only as to Plaintiff’s claim for failure to

adhere to Plan documents (Count II) and the inclusion of United’s Board of Directors as

Defendants, while denying summary judgment as to all other claims. See Dkt. 207. The

Court advised that this case would be placed on the Court’s next available trial date and

instructed the Parties to engage in alternative dispute resolution. See Dkt. 207; Dkt. 208.

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C. Negotiations and Settlement

On July 18, 2024, the Parties engaged in a day-long mediation before a highly

regarded JAMS mediator, Robert A. Meyer, who is experienced in the mediation of

complex civil cases including ERISA class actions. After extensive mediation briefing and

negotiations, the Parties failed to reach a settlement. Field Dec. ¶ 15. Thereafter, the Parties

continued to negotiate for weeks through Mr. Meyer. Id. On September 17, 2024, the

Parties reached a settlement in principle, which was the result of a proposal by the mediator,

Mr. Meyer. See Dkt. 223; Field Dec. ¶ 16.

D. Plaintiff’s Services to the Class Members and the Plan

Plaintiff, Kim Snyder, was a participant in the Plan who invested in the Wells Fargo

Target 2035 Fund during the Class Period. She has been involved throughout the litigation

and has contributed to the investigation, discovery, and settlement of the Class claims. Ms.

Snyder dedicated considerable time and energy to the case and to promoting the interests

of the Class, including by being deposed, and bore the particular burden of being the only

Class Representative in the Action. See Declaration of Kim Snyder, Exhibit 2 (“Snyder

Dec.”). Ms. Snyder put her name in the public arena as the sole Class Representative,

risking her reputation and future career prospects for the benefit of the Class. Ms. Snyder

further dedicated over 340 hours to the case over the course of three and a half years of

litigation, performing actions that benefited the Class at large, including: furnishing her

401(k) account statements to Class Counsel; providing explanations to Class Counsel about

the Plan’s investment options and providing Class Counsel with the UnitedHealth Group

401(k) Savings Plan Summary Plan Description and Disclosure Notice, among other

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documents; contributing to and diligently reviewing all the court filings with meticulous

attention, including the initial and amended complaints for factual accuracy; reviewing

memoranda, exhibits, and court orders related to Defendants’ Motion to Dismiss and

Motions for Summary Judgment; providing written interrogatory responses and assisting

Class Counsel with the review of discovery requests; preparing and sitting for a deposition;

closely reviewing the 187-page transcript of her deposition for accuracy and assisting with

the preparation of errata; assisting Class Counsel in preparing for two all-day mediations

and one mandatory settlement conference and making herself available during these

proceedings; participating in numerous phone calls with Class Counsel regarding

settlement discussions; and reviewing the Settlement Agreement and Memorandum of Law

in Support of Plaintiff’s Motion for Preliminary Approval of Class Action Settlement. Id.

at ¶¶ 7–10.

Plaintiff understands her responsibilities as the representative of Class members and

has been in regular contact with Class Counsel to monitor the Class Action and provide

important input and advice, including in settlement negotiations. Id. at ¶¶ 9, 12.

IV. OVERVIEW OF THE SETTLEMENT AND PLAN OF ALLOCATION

TERMS

A. Monetary Relief

Under the Settlement, United and/or its insurers will pay, or cause to be paid,

$69,000,000 into the Settlement Fund, which will be held in an Escrow Account. Following

any deductions for Court-approved (a) attorneys’ fees and expenses, (b) class

representative award, and (c) Notice and Administration Costs which include taxes and tax

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expenses and settlement administrator, recordkeeper, and independent fiduciary costs, the

Net Settlement Fund will be distributed to Class Members according to the Plan of

Allocation. See Settlement Agreement, Exhibit 3 (“Ex. 3”), at ¶ 1.49.

B. Review By Independent Fiduciary

Prior to submission to the Court for final approval, United will select and retain an

Independent Fiduciary, on behalf of the Plan, to review the Settlement to determine

whether to approve and authorize Plaintiff’s Released Claims. Ex. 3, ¶ 1.31; see also

Prohibited Transaction Exemption 2003-39, 68 Fed. Reg. 75632, as amended, 75 Fed. Reg.

33830 (“PTE 2003-39”). All reasonable costs and expenses of the Independent Fiduciary

shall be paid out of the Escrow Account. Ex. 3, ¶ 2.2. The Parties will provide the

Independent Fiduciary with sufficient information to support the Independent Fiduciary’s

review and evaluation. Id., ¶ 2.2. The Independent Fiduciary will issue its report at least

seventy (70) calendar days prior to the Fairness Hearing. Id., ¶ 2.2(b). Should the

Independent Fiduciary decline to approve the Settlement, the Settlement Agreement shall

automatically terminate. Id., ¶ 2.2(c).

C. Class Notice and Settlement Administration

Class Members will be sent a direct notice of the settlement (“Class Notice”) 3 via

email or by first-class mail, postage prepaid, where no email is available. The Class Notice

shall be sent to the last known email or mailing address of each Class Member provided

by the Plan’s recordkeeper, unless an updated email or mailing address is obtained by the

3
The Class Notices are attached as Exhibit A-1 to the Settlement Agreement.

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Settlement Administrator through its efforts to verify the last known address provided by

the Plan’s recordkeeper. The Settlement Administrator shall provide any updated addresses

it finds to the Company and the Plan’s recordkeeper for purposes of administration of the

Plan. Ex. 3, ¶ 3.2(f).

The Settlement Administrator will also establish a Settlement website on which it

will post the Class Notice, Former Participant Rollover Form, Settlement Agreement,

Amended Class Complaint, and other relevant case documents. For any Class Members

who would like more information about the Settlement, the Class Notice will provide a

telephone number connecting them with a live agent from the Settlement Administrator.

D. Plan of Allocation

The Plan of Allocation provides that the Net Settlement Amount will be allocated

to Class Members who were Plan participants and invested in the Wells Fargo Target Funds

during the Class Period.4 First, the Settlement Administrator will calculate a “Settlement

Allocation Score” for each Class Member based on the dollars held in a fund of the Wells

Fargo Target Fund Suite and the performance of that fund during the relevant portion of

the Class Period. Ex. 3, ¶ 5.1. Next, the Settlement Administrator shall determine each

Class Member’s share of the Net Settlement Fund based on his or her Settlement Allocation

Score compared to the sum of all Class Members’ Settlement Allocation Scores. Each

Class Member’s share of the Net Settlement Fund shall be referred to as the “Entitlement

Amount.” Id., ¶ 5.2.

4
The Plan of Allocation is detailed in Article V of the Settlement Agreement. Ex. 3, Art.
5.

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Current Plan Participants will receive their Entitlement Amount in the form of a

deposit into their Plan account. Id., ¶ 5.3. Former Plan Participants and Beneficiaries of

Current or Former Plan Participants will have the option to receive their settlement

payment through a rollover to a qualified retirement account by completing the Former

Participant Rollover Form. Id., ¶¶ 5.4, 5.5; see also id. at Ex. A-2. Former Participants or

Beneficiaries of Current or Former Participants who do not complete the Former

Participant Rollover Form will receive their payment in the form of a check. Ex. 3, ¶¶ 5.4,

5.5.

Alternate Payees of Active Participants or Inactive Participants that are entitled to

receive all or a portion of an Active Participant’s or Inactive Participant’s settlement

payment will receive such payment pursuant to the terms of the applicable Qualified

Domestic Relations Order. Id., ¶ 5.5. Alternate Payees of Former Participants will receive

such payment pursuant to the same method as Former Participants. Id.

E. Release of Claims

In exchange for the relief provided by the Settlement, Class Members will release

Defendants and affiliated persons from all Plaintiff’s Released Claims, defined as those:

a) that were asserted in the Action (including any assertion set forth in the

Complaint, the First Amended Complaint, or any other submission made by the Class

Representative, her expert witnesses, or Class Counsel in connection with the Action), or

could have been asserted in the Action, or that otherwise arise out of, relate to, are based

on, or have any connection with any of the allegations, acts, omissions, purported conflicts,

representations, misrepresentations, facts, events, matters, transactions, or occurrences

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asserted in the Action, whether or not pleaded in the Complaint or the First Amended

Complaint, including, but not limited to, those that arise out of, relate to, are based on, or

have any connection with: (1) the selection, retention, and monitoring of the Plan’s

investment options, including but not limited to the Wells Fargo Target Fund Suite; (2) the

performance, fees, and other characteristics of the Plan’s investment options, including but

not limited to the Wells Fargo Target Fund Suite; (3) the nomination, appointment,

retention, monitoring, and removal of the Plan’s fiduciaries; (4) compliance with the Plan’s

governing documents with respect to the selection, retention, and monitoring of the Plan’s

investment options, including but not limited to the Wells Fargo Target Fund Suite; (5) the

compensation received by the Plan’s service providers and investment advisers; (6) alleged

breach of the duty of loyalty, care, prudence, diversification, or prohibited transactions

during the Class Period in relation to the Plan’s investment options; and (7) alleged failure

to monitor the individuals who possessed delegated authority to remove the Wells Fargo

Target Fund Suite from the Plan;

b) that would be barred by res judicata based on the Court’s entry of the Final

Judgment and Order of Dismissal with Prejudice;

c) that relate to the direction to calculate, the calculation of, and/or the method

or manner of the allocation of the Net Settlement Fund pursuant to the Plan of Allocation;

or

d) that relate to the approval by the Independent Fiduciary of the Settlement

Agreement, unless brought by the Independent Fiduciary alone. Ex. 3, at ¶ 1.38.

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F. Attorneys’ Fees and Class Representative Award

Class Counsel will apply for reasonable attorneys’ fees of up to one-third of the

$69,000,000 Settlement Amount. See Ex. 3, at ¶ 6.1. Class Counsel will also apply for an

award of their litigation expenses. Subject to Court approval, Class Counsel’s fees and

expenses shall be paid from the Settlement Fund. Plaintiff Kim Snyder shall petition the

Court for a class representative compensation award not to exceed $100,000 in recognition

of her service as sole Class Representative, and the efforts and risks she has undertaken,

without which no settlement would be possible. Such an award provides an incentive for

other employees to bring cases that vindicate the public’s interest in having retirement

funds prudently managed.

V. LEGAL STANDARD

It is well settled in this Circuit that settlement is a highly favored means of resolving

complex class action litigation. See Petrovic v. Amoco Oil Co., 200 F.3d 1140, 1148 (8th

Cir. 1999) (“[A] strong public policy favors agreements, and courts should approach them

with a presumption in their favor.”) (citation omitted); see also In re Uponor, F1807

Plumbing Fittings Prods. Liab. Litig., 716 F.3d 1057, 1063 (8th Cir. 2013) (“A settlement

agreement is presumptively valid.”) (internal quotation omitted); City P’ship Co. v. Atl.

Acquisition Ltd. P’ship, 100 F.3d 1041, 1043 (1st Cir. 1996). Settlement spares the litigants

the uncertainty, delay, and expense of a trial, while simultaneously reducing the burden on

judicial resources. In re Gen. Motors Corp. Pick-Up Truck Fuel Tank Prod. Liab. Litig.,

55 F.3d 768, 784 (3d Cir. 1995).

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A. The Standard for Judicial Approval of Class Action Settlements

Court approval of a proposed class action settlement involves two steps: preliminary

and final approval. In re Uponor, 716 F.3d at 1061. At the “preliminary approval” stage,

the Court is not required to undertake an in-depth consideration of the final approval

factors. See Martin v. Cargill, Inc., 295 F.R.D. 380, 383 (D. Minn. 2013) (emphasis at

preliminary-approval stage is “only on whether the settlement is within the range of

possible approval due to an absence of any glaring substantive or procedural deficiencies”)

(citation omitted). Instead, it “must make a preliminary determination on the fairness,

reasonableness, and adequacy of the settlement terms and must direct the preparation of

notice of the certification, proposed settlement, and date of the final fairness hearing.”

Manual for Complex Litigation, Fourth, § 21.632 (2004); accord Hashw v. Dep’t Stores

Nat’l Bank, 182 F. Supp. 3d 935, 942–43 (D. Minn. 2016) (citing Manual for Complex

Litigation (Fourth) § 21.632 (2004)).

As part of preliminary approval, due process and Federal Rule of Civil Procedure

23(e) require the Court to “direct notice in a reasonable manner to all class members” who

will be bound by the Settlement. Notice must “fairly apprise the prospective members of

the class of the terms of the proposed settlement and of the options that are open to them

in connection with the proceedings. Notice is adequate if it may be understood by the

average class member.” Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 114 (2d

Cir. 2005) (quotation marks and citations omitted).

The Court will again evaluate the proposed class action settlement at the final

approval stage and make a final determination that it is fair, reasonable, and adequate.

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B. The Relevant Factors for Preliminary Approval

In deciding whether to grant preliminary approval and direct notice, the Court must

evaluate whether final approval of the settlement is likely. See Fed. R. Civ. P. 23(e)(1)(B).

On final approval, the Court must determine that the settlement is “fair, reasonable and

adequate” taking into consideration the factors identified in Rule 23(e)(2). In re Uponor,

716 F.3d at 1063 (quoting Fed. R. Civ. P. 23(e)(2)).

In addition to those in Rule 23(e)(2), district courts in the Eighth Circuit “should

consider (1) the merits of the plaintiff’s case weighed against the terms of the settlement,

(2) the defendant’s financial condition, (3) the complexity and expense of further litigation,

and (4) the amount of opposition to the settlement.” In re Uponor, 716 F.3d at 1063

(quoting Van Horn v. Trickey, 840 F.2d 604, 607 (8th Cir. 1988) (internal alterations and

quotation marks omitted)).

Further, “strong public policy favors [settlement] agreements.” See Petrovic, 200

F.3d at 1148 (citation omitted). Indeed, the “policy in federal court favoring the voluntary

resolution of litigation through settlement is particularly strong in the class action context.”

In re Zurn Pex Plumbing Prods. Liab. Litig., No. 08-MDL-1958 ADM/AJB, 2013 WL

716088, at *6 (D. Minn. Feb. 27, 2013) (quoting White v. Nat’l Football League, 822 F.

Supp. 1389, 1416 (D. Minn. 1993)).

VI. ARGUMENT

The Parties’ Settlement meets each of the Rule 23(e)(2) factors and the additional

factors considered in the Eighth Circuit. Accordingly, the Court should preliminarily

approve the Settlement and notice to the Class.

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A. Plaintiff and Her Counsel Have Adequately Represented the Class

Plaintiff and her counsel have adequately represented the Class as required by Rule

23(e)(2)(A) by diligently investigating and prosecuting this Action. As an initial matter,

the Court previously granted Plaintiff’s stipulated Motion for Class Certification, Dkt. 137,

which required a finding that Plaintiff and her counsel will adequately represent the Class.

See Fed. R. Civ. P. 23(a)(4).

Class Counsel took all steps needed to ensure the success of this Action. Among

other things, Plaintiff and Class Counsel investigated the relevant factual events, requested

and analyzed the disclosure documents provided to Plan participants pursuant to

§§ 104(b)(2) and 104(b)(4) of ERISA, including, without limitation, the Plan’s Summary

Plan Description, Department of Labor filings filed by the Plan, SEC filings filed by

United, and the fees and performance of the investment options offered to Plan participants.

Furthermore, Class Counsel researched the legal issues underlying Plaintiff’s claims,

drafted a detailed initial Class Action Complaint and Amended Class Action Complaint,

and successfully opposed Defendants’ motion to dismiss or, in the alternative, for summary

judgment. Class Counsel also completed fact discovery. They propounded and responded

to written discovery, including the review and analysis of more than 120,000 pages of

documents from Defendants and third parties. Class Counsel took thirteen depositions of

Defendants and their agents and two depositions of non-parties and defended the deposition

of the Plaintiff. They also completed expert disclosure and discovery, including the

submission of expert reports by two experts, and the depositions of Defendants’ two

experts and Plaintiff’s two experts. Class Counsel successfully opposed the vast majority

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of Defendants’ later motion for summary judgment. Class Counsel mediated and held post

mediation discussions with an experienced mediator that resulted in a settlement shortly

before this matter was ready to be scheduled for trial. See In re Zurn Pex, 2013 WL 716088,

at *6 (observing that “[s]ettlement agreements are presumptively valid, particularly where

a settlement has been negotiated at arm’s length, discovery is sufficient, [and] the

settlement proponents are experienced in similar matters . . . .”) (citations omitted).

Accordingly, the factor of adequate representation weighs in support of approval.

B. The Proposed Settlement Was Negotiated at Arm’s Length

As discussed supra in Section III, the proposed Settlement is the product of an

intensive arm’s length negotiation conducted through an independent mediator, achieved

only after vigorous and extensive litigation. The circumstances under which the Parties

achieved the proposed Settlement further supports the presumption of validity. See In re

Emp. Benefit Plans Sec. Litig., Civ. No. 3–92–708, 1993 WL 330595, at *5 (D. Minn. June

2, 1993) (noting that “intensive and contentious negotiations likely result in meritorious

settlements . . . .”); Khoday v. Symantec Corp., No. 11-CV-180 (JRT/TNL), 2016 WL

1637039, at *8 (D. Minn. Apr. 5, 2016), report and recommendation adopted, 2016 WL

1626836 (D. Minn. Apr. 22, 2016), aff’d, Caligiuri v. Symantec Corp., 855 F.3d 860 (8th

Cir. 2017) (“an absence of collusion is reasonably inferred in light of the fact that the

adversarial process of this litigation has been vigorous during the course of the dispute . . .

.”).

There is no hint of collusion given the extensive settlement negotiations that took

place with the involvement of Mr. Meyer, “a well-respected and experienced mediator.”

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Glynn v. Maine Oxy-Acetylene Supply Co., No. 2:19-CV-00176-NT, 2022 WL 17617138,

at *4 (D. Me. Dec. 13, 2022) ; see also Kemp-DeLisser v. Saint Francis Hosp. & Med. Ctr.,

No. 15-CV-1113 (VAB), 2016 WL 6542707, at *2 (D. Conn. Nov. 3, 2016) (“the parties

agreed to mediation before Robert A. Meyer . . . who is experienced with mediating large,

complex matters similar to this case, including other ERISA class actions.”); Palm Tran,

Inc. Amalg’d Transit Union Loc. 1577 Pension Plan v. Credit Acceptance Corp., No. 20-

12698, 2022 WL 17582004, at *4 (E.D. Mich. Dec. 12, 2022) (“The parties employed an

experienced mediator, Robert Meyer, Esq., who himself has been involved in hundreds of

disputes and has served as a mediator since 2006.”).

Plaintiff left the mediation with the Parties still far apart, and, through Mr. Meyer,

engaged in post-mediation discussions that lasted weeks and resulted in a settlement in

principle only after a mediator’s proposal. The use of an independent mediator is a hallmark

of an arm’s-length negotiation. See, e.g., Khoday, 2016 WL 1637039, at *5; see also Flynn

v. N.Y. Dolls Gentlemen’s Club, No. 13 Civ. 6530(PKC)(RLE), 2014 WL 4980380, at *2

(S.D.N.Y. Oct. 6, 2014) (granting preliminary approval) (“An experienced class action

employment mediator . . . assisted the parties with the settlement negotiations . . . . This

reinforces the non-collusive nature of the settlement.”); In re Flint Water Cases, 571 F.

Supp. 3d 746, 780 (E.D. Mich. 2021) (“‘[T]here appears to be no better evidence of [a truly

adversarial bargaining process] than the presence of a neutral third party mediator[.]’”)

(quoting 4 Newberg § 13:48 (5th ed. June 2021 update) (alterations in original)). Indeed, a

settlement is “presumptively valid” when “supervised by an independent mediator . . . .”

Khoday, 2016 WL 1637039, at *5.

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Here, as in Glynn, where the parties also mediated with Mr. Meyer:

In advance of the mediation, the parties submitted comprehensive mediation

statements to Mr. Meyer. Moreover, the settlement was the product of the
mediator’s proposal, which was circulated after it became clear the parties would
not achieve a settlement on their own. . . . Accordingly, I find that the settlement is
the product of fair, arm’s-length negotiations, which entitles the parties to a
presumption that the settlement is reasonable.

Glynn, 2022 WL 17617138, at *4.

Given the experience of the mediator and the extensive process described above,

Plaintiff has readily met the requirement of presenting a settlement that was negotiated at

arm’s length.

C. The Proposed Settlement Provides Fair and Reasonable Compensation

In assessing the adequacy of relief provided in the proposed Settlement, the Court

should take into account “(i) the costs, risks, and delay of trial and appeal; (ii) the

effectiveness of any proposed method of distributing relief to the class, including the

method of processing class-member claims; (iii) the terms of any proposed award of

attorney’s fees, including timing of payment; and (iv) any agreement required to be

identified under Rule 23(e)(3).” Fed. R. Civ. P. 23(e)(2)(C). Relatedly, the Eighth Circuit

also balances “the strength of the plaintiff’s case against the terms of the settlement” and

“the complexity and expense of further litigation” when evaluating the adequacy of the

relief. . Here, each factor weighs in favor of approval.

1. The Proposed Settlement is Fair and Reasonable when Balanced

Against the Merits of Plaintiff’s Claims

Courts in the Eighth Circuit consider “a balancing of the strength of the plaintiff’s

case against the terms of the settlement,” to be “[t]he single most important factor” in

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assessing proposed class settlements. In re Target Corp. Customer Data Sec. Breach Litig.,

892 F.3d 968, 978 (8th Cir. 2018) (quoting Keil v. Lopez, 862 F.3d 685, 695 (8th Cir.

2017)); see In re Wireless Tel. Fed. Cost Recovery Fees Litig., 396 F.3d 922, 933 (8th Cir.

2005). The strength of Plaintiff’s case “is not a simple mathematical exercise with definite

outcomes; a ‘high degree of precision cannot be expected in valuing a litigation.’” Hashw,

182 F. Supp. 3d at 943 (quoting Synfuel Techs., Inc. v. DHL Express (USA), Inc., 463 F.3d

646, 653 (7th Cir. 2006)).

In this assessment, “courts give great weight to and may rely on the judgment of

experienced counsel in its evaluation of the merits of a class action settlement.” George v.

Uponor Corp., Civ. No. 12–249 (ADM/JJK), 2015 WL 5255280, at *6 (D. Minn. Sept. 9,

2015) (internal marks omitted). Through the extensive discovery in this case, counsel for

the Parties understand the strengths and weakness of their respective positions. Grier v.

Chase Manhattan Auto. Fin. Co., No. Civ. A. 99–180, 2000 WL 175126, at *5 (E.D. Pa.

Feb. 16, 2000) (finding “[a]n initial presumption of fairness . . . to a class settlement

reached in arm[’]s-length negotiations between experienced and capable counsel after

meaningful discovery.”). Here, Class Counsel’s opinion that the proposed Settlement is

fair, reasonable, and adequate carries significant weight given their extensive experience

in complex class litigation and litigation of ERISA breach of fiduciary duty claims,

including negotiating numerous successful settlements. See Field Dec. ¶¶ 3, 19–34.

Moreover, ERISA class actions present numerous hurdles to proving liability, and

it is far from certain that Plaintiff will ultimately be successful proving liability or damages.

To prevail on the breach of fiduciary duty claims, Plaintiff must prove that Defendants’

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process for monitoring Plan options was “tainted by a failure of effort, competence or

loyalty.” Braden v. Wal Mart Stores, Inc., 588 F.3d 585, 596 (8th Cir. 2009). Plaintiff must

prove that Defendants breached their duty to prudently and loyally monitor the Wells Fargo

Target Fund Suite and failed to timely remove them, and, as a result, the Plan suffered

investment losses. See Meiners v. Wells Fargo & Co., 898 F.3d 820, 822 (8th Cir. 2018).

On both prudence and loyalty, Plaintiff faces significant risk and uncertainty. On prudence,

this Court recognized that “the reasonable length of retention and sufficiency of monitoring

processes are generally fact‐specific determinations that defy bright line rules.” Order on

Summary Judgment, Dkt. 207, at 18 (citing Tracey v. Mass. Inst. Tech., 404 F. Supp. 3d

356, 362 (D. Mass. 2019)). Loyalty claims, as this Court recognized, depend on “a

subjective standard; what matters is why the defendant acted as [they] did.” Id. at 20

(quoting In re Wells Fargo ERISA 401(k) Litig., 331 F. Supp. 3d 868, 875 (D. Minn. 2018)

(emphasis in original)).

Plaintiff also would have to prove through expert testimony that the investment

benchmarks or peer universes were in fact comparable to the Wells Fargo Target Fund

Suite and that the underperformance analysis was not based on the benefit of pure

hindsight. See In re Wells Fargo ERISA 401(k) Litig., 331 F. Supp. 3d at 823; see also

Pension Benefit Guar. Corp. ex rel. St. Vincent Catholic Med. Ctrs. Ret. Plan v. Morgan

Stanley Inv. Mgmt., Inc., 712 F.3d 705, 724 (2d. Cir. 2013). If Plaintiff is unsuccessful on

any of these points, the recovery to the Class could be diminished or lost all together.

Although Plaintiff believes there is strong support for the claims, there are

significant risks inherent in any litigation. See Cohn v. Nelson, 375 F. Supp. 2d 844, 855

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(E.D. Mo. 2005). Defendants vigorously contest liability and damages, and Plaintiff would

still need to prevail at trial and on any appeal. This is not guaranteed, as illustrated in

Wildman v. Am. Cent. Services, LLC, 362 F. Supp. 3d 685, 711 (W.D. Mo. 2019), where

the Court held at trial that defendants did not breach the duty of prudence when it retained

underperforming funds. See also, e.g., Reetz v. Aon Hewitt Inv. Consulting, Inc., 74 F.4th

171, 184–85 (4th Cir. 2023) (affirming defense verdict at trial in an ERISA breach of

fiduciary duty case).

Further, even if Plaintiff establishes a fiduciary breach, damages remain uncertain.

See Marshall v. Nat’l Football League, 787 F.3d 502, 512 (8th Cir. 2015) (noting that the

amount of damages depends on expert calculations); see also Milken & Assoc. Sec. Lit.,

150 F.R.D. 46, 54 (S.D.N.Y. 1993) (approving settlement and noting that damage

calculations are often a “battle of experts at trial, with no guarantee of the outcome”);

Bonime v. Doyle, 416 F. Supp. 1372, 1384 (S.D.N.Y. 1976), aff’d, 556 F.2d 555 (2d Cir.

1977) (holding that the difficulty in determining damages is a factor supporting settlement).

Plaintiff anticipates that Defendants would actively work to diminish the weight of

Plaintiff’s experts, identify purported flaws in their methodologies, and advocate for their

competing damage calculation with drastically reduced damages. Moreover, it is possible

that damages could be significantly reduced through an adjustment to the period of liability.

See Order on Summary Judgment, Dkt. 2017, at 16 (articulating different liability periods

arising from questions raised under Plaintiff’s duty of prudence claim).

Balanced against this is the $69 million proposed Settlement: the largest-ever

ERISA settlement alleging breach of fiduciary duty for failure to remove underperforming

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investment options. The proposed Settlement comprises 20.3% to 25% of potential

damages, which is well within the range of settlement recoveries that have been approved

in other ERISA class action settlements.5 Weighed against these risks and uncertainties in

liability and damages, the Settlement being a significant proportion of Plaintiff’s expert’s

damage calculation weighs strongly in favor of approval.

2. The Complexity, Expense, Risks, and Delay of Further

Litigation Support Approval

“ERISA is a complex field that involves difficult and novel legal theories and often

leads to lengthy litigation.” Krueger v. Ameriprise Fin., Inc., No. 11-CV-02781

(SRN/JSM), 2015 WL 4246879, at *1 (D. Minn. July 13, 2015). Moreover, claims of

fiduciary breach under ERISA, even if ultimately successful, can drag on for a decade or

more. See, e.g., Tussey v. ABB, Inc., 850 F.3d 951 (8th Cir. 2017) (remanding in part a

judgment obtained at trial for a second time in a case filed in 2006); Tibble v. Edison Int’l,

575 U.S. 523, 531 (2015) (vacating judgment obtained at trial and remanding case filed in

2007). In complex cases such as this one, “‘[t]he risks surrounding a trial on the merits are

always considerable.’” Beneli v. BCA Fin. Servs., 324 F.R.D. 89, 103–04 (D.N.J. 2018).

5
See, e.g., Zilhaver v. UnitedHealth Group, Inc., 646 F. Supp. 2d 1075, 1079–80 (D.
Minn. 2009) (approving settlement amount of 16.2% of potential damages); Becker v.
Wells Fargo, No. 0:20-CV-02016, 2022 WL 3909343 (KMM/BRT), at *4 (D. Minn. Aug.
31, 2022) (approving settlement amount of 23.9% of potential damages); In re GE ERISA
Litigation, Case No. 1:17-cv-12123-IT (D. Mass. Mar. 8, 2024) (approving settlement
amount of 21.5% of potential damages); Beach v. JPMorgan Chase Bank, Nat’l Ass’n, No.
1:17-cv-00563-JMF, 2020 WL 6114545, at *l (S.D.N.Y. Oct. 7, 2020) (approving
settlement amount of 16% of potential damages); Johnson v. Fujitsu Tech. & Bus. of
America, Inc., No. 16-cv-03698-NC, 2018 WL 2183253, at *5–6 (N.D. Cal. May 11, 2018)
(collecting cases and approving settlement amount of 9.5% of potential damages).

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Absent settlement, the Parties would expend significant time and resources

preparing for trial. The trial in this case would likely take weeks, and would require

testimony from several party, non-party, and expert witnesses on complex legal and factual

issues, as demonstrated by the Parties’ extensive summary judgment materials.

Even if Plaintiff were successful at trial, there is still a risk of reversal in whole or

in part on appeal, as to liability and damages. See Tussey v. ABB, Inc., No. 06-CV-04305-

NKL, 2019 WL 3859763, at *1 (W.D. Mo. Aug. 16, 2019). Even if not reversed on appeal,

the case risks being tied up for years with post-trial appeals. See Krueger, 2015 WL

4246879, at *1 (“the Eighth Circuit Court of Appeals in [Tussey] remanded in part a

judgment obtained by Class Counsel after trial, resulting in what will be additional

litigation for a case first filed in 2006”).

By contrast, the proposed Settlement avoids “the risk and delay inherent in

prosecuting this matter through trial and appeal” and “can deliver a real and substantial

remedy” to Class Members now. Cullan & Cullan LLC v. M-Qube, Inc., No. 8:13CV172,

2016 WL 5394684, at *7 (D. Neb. Sept. 27, 2016). This factor also weighs strongly in

favor of approval.

3. The Proposed Method of Distributing Relief to the Class Is

Effective

The notice of a class action settlement “need only satisfy the ‘broad

“reasonableness” standards imposed by due process.”’ Petrovic, 200 F.3d at 1153 (quoting

Grunin v. Int’l House of Pancakes, 513 F.2d 114, 121 (8th Cir. 1975)). A proposed notice

is adequate if it is “reasonably calculated, under all the circumstances, to apprise interested

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parties of the pendency of the action and afford them an opportunity to present their

objections.” Id. (quoting Mullane v. Cent. Hanover Bank & Tr. Co., 339 U.S. 306, 314

(1950)). As discussed supra in Section IV.C and the Declaration of Steven Weisbrot, Esq.

(Exhibit 4), the method of providing notice and the proposed claims administration process

are effective. The notice plan includes direct email and mail notice to all those who can be

identified with reasonable effort. In addition, toll-free telephone and email support will be

provided, and a settlement-specific website will be created where key documents will be

posted, including the Settlement Agreement, Notice, and Preliminary Approval Order. See

Ex. 3, art. 3; Ex. 4.

In addition, the Parties developed neutral methods to apportion fairly the relief

between Class Members. Plaintiff’s expert, Mr. Witz, reviewed the Allocation Plan

reflected in Article V of the Settlement Agreement and confirmed that this method of

allocation was standard and equitable. Field Dec. ¶ 12. The distribution of the Net

Settlement Fund to the Class is also effective as no claim form will be required. Using a

settlement allocation scoring system, all Class Members will receive a pro rata share of

the Settlement Fund based on their total investment amount in the Wells Fargo Target

Funds and the relative quarterly performance of their holdings in the Wells Fargo Target

Funds. See Ex. 3, ¶ 5.1; see also Zilhaver v. UnitedHealth Group, Inc., 646 F. Supp. 2d

1075, 1080 (D. Minn. 2009) (finding allocation method reasonable where proceeds would

be distributed in proportion to class members’ calculated losses with a minimum recovery

of $10). The Settlement Administrator shall distribute the Net Settlement Fund in

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accordance with the Plan of Allocation which governs how Class Members’ Entitlement

Amount will be calculated. See Ex. 3, ¶ 5.2.

Current participants’ awards will be deposited directly into their 401(k) accounts.

See Ex. 3, ¶ 5.3. Former participants will receive direct payments by check but can elect to

have their distributions rolled over into an eligible retirement account. See id. This is

consistent with other settlements and will minimize taxes as well as inefficiencies resulting

from uncashed checks. See, e.g., Dennard v. Transamerica Corp., No. 1:15-cv-00030

(N.D. Iowa May 20, 2016), Dkt. No. 86-1 at 42 (providing for rollover elections for former

participants); Moreno v. Deutsche Bank Americas Holding Corp., No. 15-CV-09936

(S.D.N.Y. Aug. 14, 2018), Dkt. No. 321 at 8 (same); In re G.E. ERISA Litig., No. 1:17-

CV-12123-IT (D. Mass. Mar. 8, 2024), Dkt. 384 (same) .

4. The Terms of the Proposed Award for Attorneys’ Fees Present

No Obstacle to Approval

Class Counsel’s intention to file a motion for an award of attorneys’ fees in an

amount up to one-third (33 1/3%) of the Settlement Amount does not weigh against

approval. To the contrary, this anticipated request is consistent with awards granted in other

similar ERISA class action settlements. See Krueger, 2015 WL 4246879, at *2 (collecting

cases and noting that “courts have consistently awarded one-third contingent fees”).6

6
See also, e.g., Khoday, 2016 WL 1637039, at *1 (awarding 33 1/3% of $60 million
recovery in consumer class action); Kruger v. Novant Health, Inc., No. 1:14CV208, 2016
WL 6769066, at *2 (M.D.N.C. Sept. 29, 2016) (collecting cases and noting that “courts
have found that ‘[a] one-third fee is consistent with the market rate’ in a complex ERISA
401(k) fee case such as this matter”) (alteration in original); Abbott v. Lockheed Martin
Corp., No. 06–cv–701–MJR–DGW, 2015 WL 4398475, at *1–2 (S.D. Ill. July 17, 2015)

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Accordingly, this factor is within an appropriate range for approval.

D. The Proposed Settlement Treats Class Members Equitably

Per the Settlement Allocation Plan, Class Members will receive a pro rata share of

the Settlement Amount that is proportional to the funds each Class Member invested in the

Wells Fargo Target Fund Suite and the relative performance of the specific Wells Fargo

Target Funds in which each Class Member’s funds were invested. Courts typically find

allocation methods reasonable when the proceeds are “distributed among class members in

proportion to their calculated losses.” Zilhaver, 646 F. Supp. 2d at 1080; see also Fritton

v. Taylor Corp., No. 22-CV-00415 (JBM/TNL), 2024 WL 3717351, at *3 (D. Minn. Aug.

8, 2024) (citing Zilhaver, 646 F. Supp. 2d at 1080). The allocation method certainly falls

within the range of what is needed to establish that Class Members are treated equitably.

Any service award payment to Plaintiff would do nothing to change this factor as

Class Representative’s efforts will result in providing the Class with a cash recovery of

$69,000,000 for the Class and the Plan. Under similar circumstances, this Court and others

have authorized comparable service awards. See, e.g., In re Xcel Energy, Inc., Securities,

Derivative & “ERISA” Litig., 364 F. Supp. 2d 980, 1000 (D. Minn. 2005) (awarding

(33 1/3% of $62 million settlement) (“in ERISA 401(k) fee litigation, ‘a one-third fee is
consistent with the market rate’”); Spano v. Boeing Co., No. 06-CV-743-NJR-DGW, 2016
WL 3791123, at *1–2 (S.D. Ill. Mar. 31, 2016) (33 1/3% of $57 million ERISA settlement)
(the “requested fee is well within reasonable levels for a case such as this one”); Bekker v.
Neuberger Berman Grp. 401(k) Plan Inv. Comm., 504 F. Supp. 3d 265, 270 (S.D.N.Y.
2020) (“In numerous prior settlements of 401(k) fee cases, class counsel have been
awarded one-third of the monetary recovery to the plans.”); In re G.E. ERISA Litig., No.
1:17-cv-12123-IT, Dkt. 385 (D. Mass. Mar. 8, 2024) (awarding class counsel one-third of
the $61 million recovery in attorneys’ fees).

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$100,000 in incentive awards to lead plaintiffs out of $8 million settlement in 2005, which

would be worth approximately $161,000 today); Kruger v. Lely N. Am., Inc., No. 020-CV-

00629-KMM/DTS, 2023 WL 5665215, at *6 (D. Minn. Sept. 1, 2023) (awarding $135,000

in incentive awards to class representative group, including $50,000 individual award to

one individual class representative, out of $64 million settlement); In re G.E. ERISA

Litigation, No. 1:17-cv-12123-IT, Dkt. 385, at 3–4 (D. Mass. Mar. 8, 2024) (awarding

$250,000 in incentive awards to class representative group out of $61 million settlement).

Public policy strongly supports incentive awards as recognition for a plaintiff’s

important service of participating in the suit and promoting class action settlements. Such

awards compensate a plaintiff for the efforts and risks she has undertaken, without which

no settlement would be possible. See Tussey, 850 F.3d at 962 (8th Cir. 2017); In re U.S.

Bancorp Litig., 291 F.3d 1035, 1038 (8th Cir. 2002) (citing Cook v. Niedert, 142 F.3d 1004,

1016 (7th Cir. 1998)). Further, they provide an incentive for other employees to bring

successful cases that vindicate the public’s interest in having retirement funds prudently

managed, particularly in cases such as this in which the Action is proceeding against the

Class Representative’s employer, thus creating particular professional and reputational

risks.7 “Courts routinely recognize and approve incentive awards for class representatives

7
See, e.g., Cook, 142 F.3d at 1016 (“Cook brought a suit that resulted in structural reforms
to the Health & Welfare Fund as well as a cash recovery of more than $13 million. . . .
Most significantly, the special master found that, in filing the suit, Cook reasonably feared
workplace retaliation.”); see also Rodriguez v. W. Publ’g Corp., 563 F.3d 948, 958–59 (9th
Cir. 2009) (noting that incentive awards “are intended to compensate class representatives
for work done on behalf of the class, to make up for financial or reputational risk
undertaken in bringing the action . . .”); Abbott v. Lockheed Martin Corp., No. 06–cv–701–

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and deponents. . . . Courts should consider actions plaintiff took to protect the class’s

interests, the degree to which the class has benefitted from those actions, and the amount

of time and effort plaintiff expended in pursuing litigation.” Kruger v. Lely, 2023 WL

5665215, at *6 (internal citations omitted); see also Zilhaver, 646 F. Supp. 2d at 1085

(“Plaintiffs’ counsel note Zilhaver and Linn were ‘the only Plan participants to step forward

and commence or intervene in this suit.’. . . As named plaintiffs, they bore the risks of

counterclaim or collateral attack, and consulted with class counsel throughout the suit.”).

Courts also have a separate independent ground for granting service awards to

plaintiffs who recover funds for an ERISA plan. Mass. Mut. Life Ins. Co. v. Russell, 473

U.S. 134, 142 n.9 (1985) (“actions for breach of fiduciary duty” under ERISA § 502(a)(2)

are “brought in a representative capacity on behalf of the plan as a whole.”); see also LaRue

v. DeWolff, Boberg & Assocs., Inc., 552 U.S. 248, 254 (2008) (ERISA describes “the ‘plan’

as the victim of any fiduciary breach and the recipient of any relief”). “It is a general rule

in courts of equity that a trust fund which has been recovered or preserved through their

intervention may be charged with the costs and expenses. . . incurred in that behalf.” United

States v. Equitable Tr. Co. of N.Y., 283 U.S. 738, 744 (1931) (awarding plaintiff

compensation “for his services,” plus attorneys’ fees and expenses, in suit to restore

property to trust). Accordingly, equity permits the Court to compensate Plaintiff for her

MJR–DGW, 2015 WL 4398475, at *4 (S.D. Ill. July 17, 2015) (“each Plaintiff was willing
to alienate their employer, longtime friends loyal to [the company] and current and future
employers unlikely to embrace an employee who files an action against [her] employer”).

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service to the Plan, “which ERISA typically treats as a trust.” CIGNA Corp. v. Amara, 563

U.S. 421, 439 (2011).

In this case, Plaintiff Kim Snyder took a leading, early, decided, and earnest part in

representing the Class and advancing the case to this settlement stage. She was the sole

representative of the Plan and of the Class, and so personally took on the reputational risk

of failing. Ms. Snyder advocated for equity, reason, common sense, and justice, and her

commitment to this case was the means of obtaining an outstanding outcome for the Plan

and the Class: the largest settlement in the history of investment performance cases in an

ERISA context. The anticipated service award request of $100,000, amounting to less than

0.15% of the Settlement Fund, is fair, reasonable, and appropriate considering the time and

effort that Plaintiff has dedicated to prosecuting this Action on behalf of the Class and the

particular risks undertaken by Plaintiff as the sole Class Representative.

E. The Remaining Factors Do Not Weigh Against Approval

As discussed supra in Section VI.C.1, “the merits of the plaintiff’s case, weighed

against the terms of the settlement” and “the complexity and expense of further litigation,”

weigh in favor of preliminary approval of the proposed Settlement. The remaining factors

analyzed by courts in this district—“the defendant’s financial condition” and “the amount

of opposition to the settlement”—further support preliminary approval of the proposed

Settlement.

First, there is no dispute that UnitedHealth Group has the financial ability to pay

any judgment entered against it in this Action. However, though a defendant could “pay

more than it is paying in this settlement, this fact, standing alone, does not render the

29
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settlement inadequate.” Petrovic, 200 F.3d at 1152. Moreover, “there is no indication that

[United’s] financial condition would prevent it from raising the settlement amount.” In re

Wireless, 396 F.3d at 933.

Second, there are no known objections to settlement at this stage. The factor of the

amount of opposition to the Settlement is best addressed at the Final Approval Hearing

when Class Members have received notice of the Settlement and have had an opportunity

to object or raise concerns related to the Settlement.

VII. NOTICE TO THE CLASS

Rule 23(e)(1) also requires the court to “certify the class for purposes of judgment

on the proposal” and to determine whether class notice is warranted. Here, the Court has

already certified the Class and appointed Class Counsel and Class Representative. Dkt.

137. No facts have changed to disturb this ruling. Furthermore, the notice program set forth

in the proposed Preliminary Approval Order and outlined in Article 3 of the Settlement

Agreement satisfies all the requirements of Rule 23: it provides the best practicable notice

under the circumstances and is reasonably calculated to reach substantially all members of

the Class. Class Notices will be directly e-mailed and/or mailed to all Class Members and

published on the Settlement website. The proposed Class Notice is clear, accurate,

comprehensible, and satisfies due process. See Ex. A-1 to the Settlement Agreement

(Proposed Class Notice). Furthermore, Class Counsel has hired a capable administrator,

Angeion Group, with particularly deep experience in ERISA settlements, to serve as

Settlement Administrator. See Declaration of Steven Weisbrot, Exhibit 4; see also Field

Dec. ¶ 35.

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VIII. CONCLUSION

The proposed Settlement easily satisfies the criteria for preliminary approval. The

Court should grant this Motion, enter the attached Proposed Order, and direct Notice to the

Class so that Class Members have an opportunity to weigh in on the fairness,

reasonableness, and adequacy of the settlement. Then, the Court may proceed to consider

whether the Settlement should receive final approval.

Dated: December 13, 2024 /s/ Charles H. Field .

Charles H. Field, CA Bar No. 189817*
SANFORD HEISLER SHARP MCKNIGHT, LLP
7911 Herschel Avenue, Suite 300
La Jolla, CA 92037
Telephone: (619) 577-4252
Facsimile: (619) 577-4250
[email protected]

Leigh Anne St. Charles, TN Bar No. 36945*

Kevin H. Sharp, TN Bar No. 16287*
Brent Hannafan, TN Bar No. 25209*
SANFORD HEISLER SHARP MCKNIGHT, LLP
611 Commerce Street, Suite 3100
Nashville, TN 37203
Phone: (615) 434-7000
Facsimile: (615) 434-7020
[email protected]
[email protected]
[email protected]

David Sanford, NY Bar No. 5695671*

SANFORD HEISLER SHARP MCKNIGHT, LLP
17 State Street, Suite 3700
New York, NY 10004
Phone: (646) 402-5656
Facsimile: (646) 402-5651
[email protected]

31
CASE 0:21-cv-01049-JRT-DJF Doc. 234 Filed 12/13/24 Page 39 of 39

Susan M. Coler, MN Bar No. 0217621

HALUNEN LAW
1650 IDS Center
80 South 8th Street
Minneapolis, MN 55402
Telephone: (612) 605-4098
Facsimile: (612) 605-4099
[email protected]

Attorneys for Plaintiff and the Class

* Admitted pro hac vice

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EXHIBIT
EXHIBIT 3
3
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 2 of 95

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

KIM SNYDER, on behalf of herself and )

all others similarly situated, )
)
Plaintiff, ) Case No. 0:21-cv-01049 (JRT/DJF)
)
v. ) CLASS ACTION
) SETTLEMENT AGREEMENT
UNITEDHEALTH GROUP, INC., et al. )
)
Defendants. )
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 3 of 95

This Settlement Agreement, dated December 11, 2024 (the “Settlement Agreement”),

is made and entered into by and among: (i) Plaintiff Kim Snyder (“Plaintiff”) (on behalf

of herself and each Class Member); and (ii) UnitedHealth Group, Inc. (“United” or

the “Company”), the UnitedHealth Group Employee Benefits Plans Investment Committee

(and its members), John Rex, and David S. Wichmann (collectively, “Defendants”),

(defined below).1 The Settlement Agreement is intended to fully, finally, and forever resolve,

discharge, and settle the released claims, subject to the approval of the Court and the terms

and conditions set forth in this Settlement Agreement.

ARTICLE I

1. DEFINITIONS

1.1 “Action” means the civil action captioned Snyder v. UnitedHealth Group,

Inc., et al., Civil No. 21-1049 (JRT/DJF), pending in the United States District Court for the

District of Minnesota.

1.2 “Active Participant” means any Class Member who, as of the date of the

Preliminary Approval Order, has a Plan account with a balance greater than $0.00 and is

eligible to make contributions to the account.

1.3 “Alternate Payee” means a person, other than an Active Participant, Inactive

Participant, Former Participant, or Beneficiary, who is entitled to a benefit under the Plan as

a result of a Qualified Domestic Relations Order.

1.4 “Attorneys’ Fees and Expenses” means the amount awarded by the Court as

compensation for the services provided by Class Counsel and the litigation expenses incurred

1
Except as otherwise specified, all capitalized terms shall have the meanings set forth in this
Settlement Agreement.

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by Class Counsel in connection with the Action, which shall be recovered from the

Settlement Fund.

1.5 “Beneficiary” means a person who currently is entitled to receive a benefit

under the Plan that is derivative of the interest of an Active Participant, Inactive Participant,

or Former Participant, other than an Alternate Payee. A Beneficiary includes, but is not

limited to, a spouse, surviving spouse, domestic partner, or child who currently is entitled to

a benefit.

1.6 “CAFA Notice” means the notice required to be provided pursuant to the

Class Action Fairness Act, 28 U.S.C. §1715.

1.7 “Class” means a non-opt out class pursuant to Fed. R. Civ. P. 23(b)(1)

comprised of all participants in and beneficiaries of the UnitedHealth Group 401(k) Savings

Plan (the “Plan”) who, through the Plan, invested in the Wells Fargo Target Fund Suite

during the Class Period (excluding any individual who served during the Class Period as a

member of UnitedHealth Group Inc.’s Board of Directors, the UnitedHealth Group

Retirement Plan’s Investment Review Committee, or the UnitedHealth Group Employee

Benefits Plans Investment Committee; and excluding any individual who served during the

Class Period as UnitedHealth Group’s Executive Vice President of Human Capital).

1.8 “Class Counsel” means Sanford Heisler Sharp McKnight, LLP.

1.9 “Class Member” means a member of the Class.

1.10 “Class Period” means April 23, 2015, through the date of judgment, inclusive.

1.11 “Class Representative” means the Plaintiff in this Action, Kim Snyder.

1.12 “Protective Order” means the Protective Order entered on October 13, 2021,

in the Action.

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1.13 “Court” means the United States District Court for the District of Minnesota.

1.14 “Defendants” means UnitedHealth Group, Inc., the UnitedHealth Group

Employee Benefits Plans Investment Committee (and its members), John Rex, and David S.

Wichmann.

1.15 “Defendants’ Counsel” means Kirkland & Ellis, LLP.

1.16 “Defendants’ Released Claims” means all claims, whether known or

unknown (including Unknown Claims), and whether arising under federal, state, or any other

law, which have been, or could have been, asserted in the Action or in any court or forum,

by Defendants against Plaintiff or any Class Members, or their attorneys (including Class

Counsel), which arise out of or relate in any way to the institution, prosecution or settlement

of the Action, except for claims to enforce the Settlement Agreement.

1.17 “Dismissed Defendants” means Defendants, the Board of Directors of

UnitedHealth Group, Inc., the UnitedHealth Group Employee Benefits Plans Administrative

Committee (and its members), and Does 1-30.

1.18 “Effective Date” means one business day following the later of: (a) the date

upon which the time expires for filing or noticing any appeal of the Final Approval Order;

or (b) if there are any appeals, the date of dismissal or completion of any appeal, in a manner

that finally affirms and leaves in place the Final Approval Order without any material

modifications, of all proceedings arising out of the appeal(s) (including, but not limited to,

the expiration of all deadlines for motions for reconsideration or rehearing or petitions for

review and/or certiorari, all proceedings ordered on remand, and all proceedings arising out

of any subsequent appeal(s) following decisions on remand).

1.19 “Entitlement Amount” means that portion of the Net Settlement Fund payable

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to an individual Class Member entitled to a share of the Net Settlement Fund, as determined

according to the procedures described in Article V herein.

1.20 “ERISA” means the Employee Retirement Income Security Act of 1974, as

amended.

1.21 “Escrow Account” means an account at an established financial institution or

institutions that is established for the deposit of the Settlement Amount and amounts relating

to it, such as income earned on the investment of the Settlement Amount.

1.22 “Escrow Agent” means Angeion Group, which will serve as escrow agent for

any portion of the Settlement Amount deposited in or accruing in the Escrow Account

pursuant to this Settlement.

1.23 “Fairness Hearing” means the hearing to be held before the Court pursuant to

Federal Rule of Civil Procedure 23(e) to determine whether the Settlement Agreement

should receive final approval by the Court.

1.24 “Final Judgment and Order of Dismissal with Prejudice” or “Final Approval

Order” means the order and final judgment of the Court approving the Settlement, in

substantially the form attached hereto as Exhibit B.

1.25 “First Amended Complaint” means the document captioned Amended Class

Action Complaint filed at ECF 119 on August 24, 2022 in this Action.

1.26 “Former Participant” means any Class Member who had a Plan account with

a balance greater than $0.00 during the Class Period but who does not have a Plan account

with a balance greater than $0.00 as of the date of the Preliminary Approval Order.

1.27 “Former Participant Rollover Form” means the form described generally in

Section 5.3 herein, substantially in the form attached as Exhibit A-2 hereto.

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1.28 “Former Participant Rollover Form Deadline” means a date that is no later

than forty-five (45) calendar days before the Fairness Hearing.

1.29 “Inactive Participant” means any Class Member who, as of the date of the

Preliminary Approval Order, has a Plan account with a balance greater than $0.00 and is

ineligible to make contributions to the account.

1.30 “Incentive Award” means the amount of incentive or service award awarded

by the Court to the Plaintiff.

1.31 “Independent Fiduciary” means the person or entity selected by Defendants

to serve as an independent fiduciary to the Plan with respect to the Settlement Agreement

for the purpose of rendering the determination described in Section 2.2 herein.

1.32 “Net Settlement Fund” means the Settlement Amount, plus any interest or

income earned on the Escrow Account, less Notice and Administration Costs, and any

Attorneys’ Fees and Expenses and Incentive Award awarded by the Court, and any other

Court-approved deductions.

1.33 “Non-Rollover-Electing Former Participant” means a Former Participant

who has not submitted a completed, satisfactory Former Participant Rollover Form by the

Former Participant Rollover Form Deadline set by the Court, or whose Former Participant

Rollover Form is rejected by the Settlement Administrator.

1.34 “Notice” means the Notice of Settlement of Class Action, substantially in the

form of notice attached as Exhibit A-1 hereto or as otherwise approved by the Court. The

Notice provided to Former Participants will include a link to the Former Participant Rollover

Form.

1.35 “Notice and Administration Costs” means expenses incurred in the

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administration of this Settlement Agreement, including: (a) all fees, expenses, and costs

associated with the production and dissemination of the Notice to Class Members; (b) all

expenses incurred by the Settlement Administrator and Plan’s recordkeeper in administering

and effectuating this Settlement (including taxes and tax expenses described in Section 4.5);

(c) all fees and expenses associated with the Settlement Website and telephone support line

described in Article III; (d) all fees charged by the Settlement Administrator; and (e) all fees

and costs of the Independent Fiduciary. Notice and Administration Costs shall be paid from

the Settlement Fund.

1.36 “Parties” means Plaintiff and Defendants.

1.37 “Plaintiff” means Kim Snyder.

1.38 “Plaintiff’s Released Claims” means any and all actual or potential claims,

actions, demands, rights, obligations, liabilities, damages, attorneys’ fees, expenses, costs,

and causes of action, whether known or unknown (including Unknown Claims as defined

herein), whether class, derivative, or individual in nature against any of the Released Parties

and Defendants’ Counsel:

(a) that were asserted in the Action (including any assertion set forth in the

Complaint, the First Amended Complaint, or any other submission made by the

Class Representative, her expert witnesses, or Class Counsel in connection with

the Action), or could have been asserted in the Action, or that otherwise arise

out of, relate to, are based on, or have any connection with any of the

allegations, acts, omissions, purported conflicts, representations,

misrepresentations, facts, events, matters, transactions, or occurrences asserted

in the Action, whether or not pleaded in the Complaint or the First Amended

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CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 9 of 95

Complaint, including, but not limited to, those that arise out of, relate to, are

based on, or have any connection with: (1) the selection, retention, and

monitoring of the Plan’s investment options, including but not limited to Wells

Fargo Target Fund Suite; (2) the performance, fees, and other characteristics of

the Plan’s investment options, including but not limited to the Wells Fargo

Target Fund Suite; (3) the nomination, appointment, retention, monitoring, and

removal of the Plan’s fiduciaries; (4) compliance with the Plan’s governing

documents with respect to the selection, retention, and monitoring of the Plan’s

investment options, including but not limited to the Wells Fargo Target Fund

Suite; (5) the compensation received by the Plan’s service providers and

investment advisers; (6); alleged breach of the duty of loyalty, care, prudence

diversification or prohibited transactions during the Class Period in relation to

the Plan’s investment options; and (7) alleged failure to monitor the individuals

who possessed delegated authority to remove the Wells Fargo Target Fund Suite

from the Plan;

(b) that would be barred by res judicata based on the Court’s entry of the

Final Judgment and Order of Dismissal with Prejudice;

(c) that relate to the direction to calculate, the calculation of, and/or the

method or manner of the allocation of the Net Settlement Fund pursuant to the Plan of

Allocation; or

(d) that relate to the approval by the Independent Fiduciary of the

Settlement Agreement, unless brought by the Independent Fiduciary alone.

1.39 Plaintiff’s Released Claims do not include: (i) claims to enforce the

7
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Settlement Agreement; (ii) claims for denial of benefits from the Plan other than as may be

encompassed in subparagraph 1.43; and (iii) any claims not expressly released in Section

1.38.

1.40 “Plan of Allocation” means the methodology for allocating and distributing

the Net Settlement Fund as described in Article V herein.

1.41 “Preliminary Approval Order” means the order of the Court preliminarily

approving the Settlement Agreement, in substantially the form attached as Exhibit A hereto.

1.42 “PTE 2003-39” means U.S. Department of Labor Prohibited Transaction

Exemption 2003-39, 68 Fed. Reg. 75,632 (Dec. 31, 2003), as amended.

1.43 “Qualified Domestic Relations Order” means a judgment, decree, or order

(including the approval of a property settlement) that is made pursuant to state domestic

relations law (including community property law) and that relates to the provision of child

support, alimony payments, or marital property rights for the benefit of a spouse, former

spouse, child, or other dependent of an Active Participant, Inactive Participant, or Former

Participant and which has been determined qualified pursuant to the Plan’s procedures.

1.44 “Released Parties” means (a) each Defendant and Dismissed Defendant; (b)

each Defendant’s and each Dismissed Defendant’s past, present, and future parent

corporation(s); (c) each Defendant’s and each Dismissed Defendant’s past, present, and

future affiliates, subsidiaries, divisions, predecessors, successors, successors-in-interest, and

assigns; (d) with respect to (a) through (c) above, all of their affiliates, subsidiaries, divisions,

joint ventures, predecessors, successors, successors-in-interest, and assigns, employee

benefit plan fiduciaries (with the exception of the Independent Fiduciary), service providers

(including their owners and employees), consultants, subcontractors, boards of trustees,

8
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boards of directors, agents, associates, directors, employees, officers, parents, partners,

managers, representatives, heirs, executors, attorneys, personal representatives,

stockholders, servicers, subrogees, associates, controlling persons, counselors, insurers, co-

insurers, re-insurers, financial or investment advisors, accountants, auditors, investment

bankers, commercial bankers, personal representatives, and advisors of any of the foregoing,

and all persons acting under, by, through, or in concert with any of them; (e) the Plan and

any and all administrators, fiduciaries, parties in interest, and trustees of the Plan; and (f) any

individual members of the UnitedHealth Group Employee Benefits Plans Investment

Committee, and the spouses, members of the immediate families, representatives, and heirs

of the individual members of the UnitedHealth Group Employee Benefits Plans Investment

Committee, as well as any trust of which an individual member of the UnitedHealth Group

Employee Benefits Plans Investment Committee is a settlor or which is for the benefit of

them and/or member(s) of their family, and each of the heirs, executors, administrators,

predecessors, successors, and assigns of the foregoing.

1.45 “Rollover-Electing Former Participant” means a Former Participant who has

submitted a completed, satisfactory Former Participant Rollover Form by the Former

Participant Rollover Form Deadline set by the Court and whose Former Participant Rollover

Form is accepted by the Settlement Administrator.

1.46 “Settlement” or “Settlement Agreement” means the compromise and

resolution embodied in this Settlement Agreement and its exhibits.

1.47 “Settlement Administrator” means Angeion Group, an independent

contractor to be retained by Class Counsel and approved by the Court.

1.48 “Settlement Allocation Score” has the meaning ascribed to it in Article V

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herein.

1.49 “Settlement Amount” means the sum of Sixty-Nine Million U.S. Dollars

(USD $69,000,000.00), contributed to the Escrow Account, as described in Article IV herein.

The payment of the Settlement Amount shall be the full and sole monetary payment to the

Plaintiff, Class Members, and Class Counsel made on behalf of Defendants in connection

with this Settlement Agreement, and is inclusive of attorneys’ fees, costs, expenses, class

representative service award, settlement administration expenses, and all other items of

settlement. The Settlement Amount is not subject to any reversion to Defendants or their

insurers except in the case of termination of the Settlement in which case the Settlement

Amount, plus all interest and accretions thereto, and net of any expenses paid, including all

expenses incurred for Notice and Administration Costs, taxes and tax expenses (incurred and

accrued), shall revert to UnitedHealth Group, Inc., and its respective agents or insurers pro

rata based on their respective contributions to the Escrow Account.

1.50 “Settlement Fund” means the Settlement Amount and all interest and

accretions thereto.

1.51 “Settlement Website” means the internet website established by the

Settlement Administrator as described in Section 3.3 herein.

1.52 “Unknown Claims” means (i) any and all of Plaintiff’s Released Claims

which Plaintiff or any Class Member does not know or suspect to exist in his, her, or its favor

at the time of the release of the Released Parties, which if known by him, her, or it might

have affected his, her, or its decision(s) with respect to the release of the Released Parties,

or might have affected his, her, or its decision(s) to enter into the Settlement Agreement or

not to object to this Settlement Agreement; and (ii) any and all of Defendants’ Released

10
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Claims which Defendants do not know or suspect to exist in his, her, or its favor at the time

of the release of Plaintiff, Class Members, and Class Counsel, which if known by him, her,

or it might have affected his, her, or its decision(s) with respect to the release of Plaintiff,

Class Member, or Class Counsel or his, her, or its decision to enter into the Settlement

Agreement. With respect to any and all of Plaintiff’s Released Claims and Defendants’

Released Claims, the Parties stipulate and agree that upon the Effective Date, the Parties and

Class Members shall be deemed to have waived, and by operation of the entry of the Final

Approval Order shall have expressly waived any and all provisions, rights and benefits

conferred by any law of any state or territory of the United States, or principle of common

law, which is similar, comparable, or equivalent to California Civil Code §1542, which

provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER

SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The Parties acknowledge, and Class Members by operation of law shall be deemed to

have acknowledged, that the inclusion of “Unknown Claims” in the definition of Plaintiff’s

Released Claims and Defendants’ Released Claims was separately bargained for and was a

material and necessary element of the Settlement.

1.53 “Wells Fargo Target Fund Suite” refers collectively to the funds with the

following Employer Identification Numbers (“EINs”):

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EIN FUND NAME 2

27-6745191 Wells Fargo DJ Target 2010 N
27-6745203 Wells Fargo DJ Target 2015 N
27-6745217 Wells Fargo DJ Target 2020 N
27-6745238 Wells Fargo DJ Target 2025 N
27-6745249 Wells Fargo DJ Target 2030 N
27-6745261 Wells Fargo DJ Target 2035 N
27-6745274 Wells Fargo DJ Target 2040 N
27-6745287 Wells Fargo DJ Target 2045 N
27-6745297 Wells Fargo DJ Target 2050 N
45-7008802 Wells Fargo DJ Target 2055 N
47-6668828 Wells Fargo DJ Target 2060 N
82-6539202 Wells Fargo Target 2010 CIT E3
82-6542271 Wells Fargo Target 2015 CIT E3
82-6545168 Wells Fargo Target 2020 CIT E3
82-6547850 Wells Fargo Target 2025 CIT E3
82-6551318 Wells Fargo Target 2030 CIT E3
82-6554416 Wells Fargo Target 2035 CIT E3
82-6557908 Wells Fargo Target 2040 CIT E3
82-6560165 Wells Fargo Target 2045 CIT E3
82-6563190 Wells Fargo Target 2050 CIT E3
82-6566776 Wells Fargo Target 2055 CIT E3
82-6570747 Wells Fargo Target 2060 CIT E3

ARTICLE II

2. SETTLEMENT APPROVAL

2.1 Preliminary Approval by Court. Plaintiff, through Class Counsel, shall apply

to the Court for entry of the Preliminary Approval Order in substantially the form attached

as Exhibit A hereto, which shall include, among other provisions, a request that the Court:

(a) approve the Parties’ selection of Settlement Administrator and

Escrow Agent;

(b) preliminarily approve this Settlement for purposes of disseminating

2
Wells Fargo Asset Management was sold and changed its name to Allspring Global
Investments effective November 1, 2021. Reflecting this change, each Wells Fargo Target
CIT E3 fund was renamed effective April 1, 2022 to a corresponding Allspring Target CIT
E3 fund.

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notice to the Class;

(c) approve the form and contents of the Notice (including the Former

Participant Rollover Form to be sent to Former Participants) and hold that emailing, or

mailing copies of the Notice to Class Members by first class mail, postage prepaid,

where no email is available, complies fully with the requirements of Federal Rule of

Civil Procedure 23, the United States Constitution, and any other applicable law;

(d) preliminarily bar and enjoin the institution and prosecution of any

Plaintiff’s Released Claims against any Defendant and the Released Parties by Plaintiff

and the Class and provide that, pending final determination of whether the Settlement

Agreement should be approved, no Class Member may directly, through

representatives, or in any other capacity, commence any action or proceeding in any

court or tribunal asserting any of the Plaintiff’s Released Claims against the

Defendants, the Released Parties, or the Plan;

(e) provide that Class Members may object to the Settlement prior to the

Fairness Hearing according to a designated schedule; and

(f) schedule a Fairness Hearing for no sooner than one hundred thirty

(130) calendar days after the date of the Preliminary Approval Order to (1) review

comments and/or objections regarding this Settlement, and/or Class Counsel’s request

for an award of Attorneys’ Fees and Expenses and Incentive Award to Plaintiff, (2)

consider the fairness, reasonableness, and adequacy of this Settlement, (3) consider

whether the Court should issue a Final Judgment and Order of Dismissal with Prejudice

approving this Settlement, awarding any Attorneys’ Fees and Expenses, and Incentive

Award; and dismissing this Action with prejudice, and (4) consider such other matters

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as the Court may deem appropriate.

2.2 Review by Independent Fiduciary. UnitedHealth Group, Inc. (“United”) shall

select and retain the Independent Fiduciary, on behalf of the Plan, to determine whether to

approve and authorize the settlement of Plaintiff’s Released Claims as exempt from certain

prohibited transaction restrictions as set forth in PTE 2003-39 on behalf of the Plan.

(a) The Independent Fiduciary shall comply with all relevant

requirements set forth in PTE 2003-39.

(b) The Independent Fiduciary shall notify United of its determination in

writing and in accordance with PTE 2003-39, which notification shall be delivered no

later than seventy (70) calendar days before the Fairness Hearing. United will provide

Class Counsel with a copy of the Independent Fiduciary’s written notification no later

than sixty (60) calendar days before the deadline to move for final approval of the

Settlement, for the purpose of submitting the Independent Fiduciary’s written

notification to the Court in connection with the final approval process.

(c) If the Independent Fiduciary disapproves or otherwise does not

“authorize” (as provided under PTE 2003-39) the Settlement Agreement on behalf of

the Plan, the Settlement Agreement shall terminate automatically pursuant to Section

9.2.

(d) United, Defendants’ Counsel, and Class Counsel shall comply with

reasonable requests for information made by the Independent Fiduciary.

(e) All fees and expenses associated with the Independent Fiduciary’s

retention and evaluation will constitute Notice and Administration Costs to be deducted

from the Settlement Fund.

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2.3 Final Approval by Court. No later than seven (7) calendar days before the

Fairness Hearing, or by such other deadline as specified by the Court, Class Counsel shall

apply to the Court for entry of the Final Judgment and Order of Dismissal with Prejudice in

substantially the form attached as Exhibit B hereto, which shall include, among other

provisions, a request that the Court:

(a) dismiss the Action with prejudice and without costs, except as

provided by this Settlement Agreement;

(b) decree that neither the Final Judgment and Order of Dismissal with

Prejudice nor this Settlement Agreement constitutes an admission by any Defendant or

Released Party of any liability or wrongdoing whatsoever;

(c) bar and enjoin all Class Members from asserting any of Plaintiff’s

Released Claims, on their own behalf or on behalf of the Class Members, or

derivatively to secure relief for the Plan, against any of the Released Parties;

(d) determine that this Settlement Agreement is entered into in good faith

and represents a fair, reasonable, and adequate settlement that is in the best interests of

the Class Members;

(e) that the Class Representatives and each Class Member shall release

Defendants, Defendants’ Counsel, the Released Parties, and the Plan from any claims,

liabilities, and attorneys’ fees and expenses arising from the allocation of the Settlement

Amount or Net Settlement Fund and for all tax liability and associated penalties and

interest as well as related attorneys’ fees and expenses;

(f) that all applicable CAFA requirements have been satisfied;

(g) that the Settlement Administrator shall have final authority to

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determine the share of the Net Settlement Fund to be allocated to each Active

Participant, each Inactive Participant, each Former Participant, and to each Alternate

Payee and Beneficiary pursuant to the Plan of Allocation approved by the Court; and

(h) preserve the Court’s continuing and exclusive jurisdiction over the

Parties and all Class Members to administer, construe, and enforce this Settlement

Agreement in accordance with its terms for the mutual benefit of the Parties, but

without affecting the finality of the Final Approval Order.

ARTICLE III

3. SETTLEMENT ADMINISTRATION

3.1 CAFA Notice. No later than ten (10) calendar days after Plaintiff’s filing of

this Settlement Agreement and motion for entry of the Preliminary Approval Order with the

Court, the Settlement Administrator shall provide appropriate notice of this Settlement

Agreement to the Attorney General of the United States and to the Attorneys General of all

states in which Class Members reside, as specified in 28 U.S.C. §1715(b). Upon completing

such notice, the Settlement Administrator shall provide written notice to Class Counsel and

Defendants’ Counsel.

3.2 Notice to Class Members.

(a) All Notice and Administration Costs shall be paid from the Settlement

Fund.

(b) The Company shall cause the Plan’s recordkeeper (or its designee) to

provide to the Settlement Administrator all information reasonably necessary to

disseminate the Notice to Class Members no later than thirty (30) calendar days after

the entry of the Preliminary Approval Order.

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(c) The Settlement Administrator shall be bound by the Protective Order

and must safeguard participant data and use processes consistent with the U.S.

Department of Labor’s cybersecurity standards and security standards to be provided

by United. The Settlement Administrator shall use the data provided by United and the

Plan’s recordkeeper solely for the purpose of meeting its obligations as Settlement

Administrator, and for no other purpose. The Parties shall have the right to approve a

written protocol to be provided by the Settlement Administrator concerning how the

Settlement Administrator will maintain and store information provided to it in order to

ensure that reasonable and necessary precautions are taken to safeguard the privacy and

security of such information.

(d) No later than sixty (60) calendar days after the entry of the

Preliminary Approval Order, or by such other deadline as specified by the Court, the

Settlement Administrator shall commence sending the Notice by email, or by first-class

mail, postage prepaid, where no email is available, to Class Members.

(e) The Notice shall be in the form approved by the Court, which shall be

in substantially the form attached as Exhibit A-1 hereto. The Notice to Former

Participants will include a link to the Former Participant Rollover Form.

(f) The Notice shall be sent to the last known email or mailing address

(where no email is available) of each Class Member provided by the Plan’s

recordkeeper (or its designee), unless an updated email or mailing address is obtained

by the Settlement Administrator through its efforts to verify the last known address

provided by the Plan’s recordkeeper (or its designee). If any updated email or mailing

address (where no email is available) is obtained by the Settlement Administrator, the

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Settlement Administrator shall provide the address to the Company and the Plan’s

recordkeeper for purposes of administration of the Plan.

(g) The Settlement Administrator shall use commercially reasonable

efforts to locate any Class Member whose Notice is returned and mail such Notices to

those Class Members one additional time.

(h) The Settlement Administrator shall post a copy of the Notice and the

Former Participant Rollover Form on the Settlement Website.

3.3 Settlement Website.

(a) No later than twenty-one (21) calendar days after the entry of the

Preliminary Approval Order, the Settlement Administrator shall establish the

Settlement Website. The Settlement Administrator shall maintain the Settlement

Website until no later than one year after the Effective Date or one hundred twenty

(120) calendar days after the receipt of the notice(s) referenced in Section 5.6,

whichever is earlier, at which point the Settlement Administrator shall take down the

Settlement Website.

(b) The Settlement Website shall contain a copy of the Notice, Former

Participant Rollover Form, and a copy of all documents filed with the Court in

connection with the Settlement. No other information or documents will be posted on

the Settlement Website unless agreed to in advance by the Parties in writing.

(c) The Settlement Website shall also include a toll-free telephone

number and mailing address through which Class Members may contact the Settlement

Administrator (or its designee) directly. The Settlement Administrator and Class

Counsel, with approval from Defendants’ Counsel, shall develop a question-and-

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answer script for use with callers to the toll- free telephone number. The Settlement

Administrator (or its designee) will also be available via the toll-free telephone number

to explain how distributions to Class Members under the Settlement are calculated.

3.4 Distribution of Net Settlement Fund. The Settlement Administrator shall

distribute the Net Settlement Fund to Class Members in accordance with the Plan of

Allocation as described in Article V herein. The Company shall cause the Plan’s

recordkeeper (or its designee) to provide to the Settlement Administrator all information

reasonably necessary to implement the Plan of Allocation no later than sixty (60) calendar

days after the entry of the Preliminary Approval Order. Subject to at least forty (40) calendar

days’ written notice from the Settlement Administrator, the Company shall use reasonable

efforts to cause the Plan’s recordkeeper (or its designee) to provide an updated list of Active

Participants and Inactive Participants prior to the distribution, so as to identify any such

participants who have taken a full distribution from their Plan account and no longer have a

Plan account with a balance greater than $0.00.

3.5 Maintenance of Records. The Settlement Administrator shall maintain

reasonably detailed records of its activities carried out under this Settlement Agreement. The

Settlement Administrator shall maintain all such records as required by applicable law in

accordance with its business practices (including for no less than two (2) years following the

completion of its activities carried out under this Settlement Agreement) and provide same

to Class Counsel and Defendants’ Counsel upon their request. The Settlement Administrator

shall provide such information as may reasonably be requested by Plaintiff or Defendants or

their counsel relating to the administration of the Settlement Agreement. For the avoidance

of doubt, this provision does not create any additional obligations on the Company or the

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 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 22 of 95

Plan’s recordkeeper.

3.6 No Liability. Defendants, Defendants’ Counsel, and Released Parties shall

have no responsibility for, interest in, or liability whatsoever, with respect to:

(a) any act, omission, or determination of the Settlement Administrator

(or its designee), including with respect to protection of participant data;

(b) any act, omission, or determination of Class Counsel or their

designees or agents in connection with the administration of the Settlement Agreement;

(c) the management, investment, or distribution of the Settlement Fund;

or

(d) the determination, administration, calculation, allocation, or payment

of any claims asserted against the Settlement Fund.

ARTICLE IV

4. ESTABLISHMENT OF THE ESCROW ACCOUNT AND SETTLEMENT

FUND

4.1 Establishment of the Escrow Account. No later than five (5) business days

after entry of the Preliminary Approval Order, the Escrow Agent shall establish the Escrow

Account. The Parties agree that the Escrow Account is intended to be, and will be, an interest-

bearing “qualified settlement fund” within the meaning of U.S. Department of Treasury

Regulation §1.468B-1 (26 C.F.R. §1.468B-1). In addition, the Escrow Agent timely shall

make such elections as necessary or advisable to carry out the provisions of this paragraph,

including the “relation-back election” (as defined in 26 C.F.R. §1.468B-l(j)(2)) back to the

earliest permitted date. Such elections shall be made in compliance with the procedures and

requirements contained in such regulations. It shall be the responsibility of the Escrow Agent

to prepare and deliver, in a timely and proper manner, the necessary documentation for

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 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 23 of 95

signature by all necessary parties, and thereafter to cause the appropriate filing to occur.

Pending final distribution of the Net Settlement Fund in accordance with the Plan of

Allocation, the Escrow Agent will maintain the Escrow Account.

4.2 Funding of the Escrow Account.

(a) In consideration of all the promises and agreements set forth in the

Settlement Agreement, United and/or its insurers will contribute, or cause to be

contributed, the full balance of the Settlement Amount ($69,000,000.00), to the Escrow

Account no later than thirty (30) calendar days after the later of: (i) entry of the

Preliminary Approval Order, or (ii) establishment of the Escrow Account, and the

Escrow Agent shall have furnished to Defendants in writing the Escrow Account name,

IRS W-9 form, and all necessary instructions for payment by wire or by check.

(b) No other Defendant shall have any obligation to contribute financially

to the Escrow Account.

4.3 Settlement Fund Administrator. For the purpose of §468B of the Internal

Revenue Code of 1986, as amended (26 U.S.C. §468B) and the regulations promulgated

thereunder, the administrator of the Settlement Fund shall be the Escrow Agent. The Escrow

Agent, or the Settlement Administrator on its behalf, shall timely and properly cause to be

filed all informational and other tax returns necessary or advisable with respect to the

Settlement Amount (including without limitation applying for a taxpayer identification

number for the Settlement Fund and filing the returns described in 26 C.F.R. §1.468B-2(k)).

Such returns, as well as the election described in Section 4.1, shall be consistent with this

Article and, in all events, shall reflect that all taxes (including any estimated taxes, interest,

or penalties) on the income earned by the Settlement Fund shall be deducted and paid from

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the Settlement Fund, as described in Section 4.5 herein.

4.4 Investment of the Settlement Amount. The Escrow Agent will invest the

Settlement Amount only in instruments backed by the full faith and credit of the United

States Government or an agency thereof, or fully insured by the United States Government

or an agency thereof, or in money funds holding only instruments backed by the full faith

and credit of the United States Government, and shall reinvest the proceeds of these

investments as they mature in similar instruments at their then-current market rates.

4.5 Taxes on the Income of the Settlement Fund. All taxes on any income of the

Settlement Fund and expenses and costs incurred in connection with the taxation of the

Settlement Fund (including, without limitation, expenses of tax attorneys and accountants)

are part of the Notice and Administration Costs and shall be timely paid by the Escrow Agent

out of the Settlement Fund. The Escrow Agent, or the Settlement Administrator on its behalf,

shall be responsible for making provision for the payment from the Settlement Fund of all

taxes and tax expenses, if any, owed with respect to the Settlement Fund and for all tax

reporting, remittance, and/or withholding obligations, if any, for amounts distributed from

it. Defendants, Defendants’ Counsel, and Class Counsel have no responsibility or any

liability for any taxes or tax expenses owed by, or any tax reporting or withholding

obligations, if any, of the Settlement Fund.

4.6 The Escrow Agent shall not disburse the Settlement Fund or any portion

except as provided in this Settlement Agreement, in an order of the Court, or in a subsequent

written stipulation between Class Counsel and Defendants’ Counsel. Subject to the orders of

the Court, the Escrow Agent is authorized to execute such transactions as are consistent with

the terms of this Settlement Agreement.

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ARTICLE V

5. PLAN OF ALLOCATION

Calculation of payments to individual Class Members. Payments to each Class Member

shall by calculated by the Settlement Administrator as follows, based on information provided

by the Plan’s recordkeeper:

5.1 For each Class Member, the Settlement Administrator shall determine a

“Settlement Allocation Score.” The Settlement Allocation Score shall be calculated as

follows:

(a) Each Class Member shall commence with one (1) point for every

dollar held in a fund of the Wells Fargo Target Fund Suite (“WF Fund”) at the

beginning of each quarter during the Class Period.

(b) Each Class Member’s quarterly points shall then be multiplied by a

Factor based on the performance of each WF Funds as compared to the Benchmark

(“Benchmark Returns”) for each quarter during the Class Period referred to as a

“Fund/Quarter Factor.”

(i) The Fund/Quarter Factor shall be represented as a number

representing the performance of the WF Fund subtracted from its respective

Benchmark Return in each quarter.

(ii) In any quarter in which the WF Fund outperformed relative to the

Benchmark, the Fund/Quarter Factor will be negative; in any quarter in which

the WF Fund underperformed relative to the Benchmark, the Fund/Quarter Factor

will be positive.

(iii) The Benchmark shall be the S&P Target Date TR Index

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corresponding to each WF Fund.

(iv)The quarterly returns of the Benchmarks and the WF Fund that will

be used to calculate the Fund/Quarter Factors are listed in Table A.

(v) Each Fund/Quarter Factor is calculated as the Benchmark Return

minus the Subject Fund return and are listed in Table B.

(c) For each quarter, the Settlement Administrator shall calculate a Class

Member’s quarterly points as follows.

(i) The Settlement Administrator shall determine the Points the Class

Member receives for each WF Fund. To do so, the Settlement Administrator shall

multiply the amount the Class Member held in each WF Fund by the Factor

applicable to that WF Fund in that quarter. This determines the points the Class

Member receives for that WF Fund in that quarter.

(ii) The Settlement Administrator shall then add up the Points the Class

Member earned for each WF Fund in that quarter. The sum is the total points the

Class Member receives for that quarter.

(d) The Settlement Administrator will then add up the total number of Points the

Class Member received in each quarter the Class Member held any WF Fund.

The larger of this sum and zero is the Class Member’s Settlement Allocation

Score.

(e) The Settlement Administrator shall calculate each Class Member’s Settlement

Allocation Score according to the above-described process.

5.2 The Settlement Administrator shall determine each Class Member’s share of

the Net Settlement Fund based on his or her Settlement Allocation Score compared to the

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sum of all Class Members’ Settlement Allocation Scores. Each Class Member’s share of the

Net Settlement Fund shall be referred to as the “Entitlement Amount.” The Entitlement

Amount is based on the quarterly values of each Class Member and the quarterly returns for

both the WF TDF Fund vintage and the S&P TDF benchmark. Quarterly returns for all

Vintages of the WF TDF Fund are reflected in Table A and the quarterly returns for all

Vintages of the S&P TDF benchmark are reflected in Table B.

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TABLE A - Wells Fargo Target Date Funds

Wells Wells Wells Wells Wells Wells Wells Wells Wells Wells Wells
Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo
Target Target Target Target Target Target Target Target Target Target Target
2010 2015 2020 2025 2030 2035 2040 2045 2050 2055 2060
CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3
6/30/2015
-1.54 -1.46 -1.37 -1.28 -1.14 -1.09 -0.99 -0.97 -0.91 -0.93
9/30/2015
-2.30 -2.97 -3.89 -4.93 -6.23 -7.50 -8.87 -8.94 -9.09 -9.10
12/31/2015
0.50 0.81 0.92 1.58 1.78 2.37 3.03 3.55 3.80 3.81
3/31/2016
3.60 3.35 2.87 1.84 1.08 0.97 0.25 0.24 0.85 0.84 0.39
6/30/2016
2.66 2.24 2.13 2.09 2.00 2.04 2.06 2.01 2.06 2.05 2.06
9/30/2016
1.89 2.12 2.59 3.34 3.79 4.75 5.26 5.69 5.57 5.58 5.77
12/31/2016
-2.62 -2.37 -1.68 -0.79 0.13 1.19 1.98 2.10 1.96 1.97 2.27
3/31/2017
2.54 2.65 3.14 3.66 4.33 4.89 5.47 5.55 5.50 5.52 5.60
6/30/2017
2.32 2.44 2.49 2.76 3.01 3.26 3.46 3.52 3.44 3.47 3.54
9/30/2017
2.27 2.38 2.77 3.25 3.74 4.25 4.65 4.77 4.74 4.68 4.88
12/31/2017
1.62 1.76 2.30 2.84 3.55 4.18 4.74 4.94 4.81 4.89 4.96
3/31/2018
-1.60 -1.59 -1.60 -1.47 -1.47 -1.40 -1.38 -1.34 -1.38 -1.38 -1.33
6/30/2018
0.59 0.70 0.78 0.84 0.94 1.12 1.21 1.22 1.26 1.23 1.27

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 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 29 of 95

9/30/2018
1.62 1.75 2.07 2.54 3.17 3.67 3.96 4.11 4.05 4.10 4.14
12/31/2018
-3.47 -4.05 -4.76 -6.00 -7.85 -9.51 -10.47 -10.83 -10.83 -10.86 -10.93
3/31/2019
6.21 6.37 7.32 8.10 9.21 10.29 10.82 11.06 11.06 11.07 11.08
6/30/2019
3.03 3.03 3.04 3.12 3.16 3.16 3.15 3.14 3.17 3.14 3.16
9/30/2019
1.85 1.83 1.75 1.49 1.23 0.94 0.76 0.70 0.74 0.76 0.76
12/31/2019
2.42 2.56 3.25 4.02 5.15 6.07 6.63 6.87 6.83 6.84 6.83
3/31/2020
-7.34 -8.19 -10.66 -12.42 -15.98 -19.31 -21.42 -22.38 -22.36 -22.39 -22.42
6/30/2020
8.14 8.58 9.94 11.08 13.25 15.21 16.42 16.97 16.93 16.96 16.99
9/30/2020
2.68 2.88 3.44 3.86 4.74 5.58 6.12 6.36 6.38 6.39 6.41
12/31/2020
5.61 6.22 7.56 8.62 10.78 12.73 13.94 14.48 14.49 14.46 14.45
3/31/2021
0.12 0.40 1.36 1.62 2.91 4.21 5.06 5.52 5.49 5.52 5.55
6/30/2021
3.68 3.94 4.40 4.68 5.28 5.99 6.43 6.69 6.69 6.66 6.64
9/30/2021
-0.12 -0.16 -0.25 -0.45 -0.68 -0.97 -1.11 -1.20 -1.20 -1.18 -1.19
12/31/2021
2.50 2.70 3.38 3.46 4.20 4.98 5.50 5.82 5.82 5.82 5.83
3/31/2022
-5.22 -5.15 -5.14 -5.25 -5.35 -5.30 -5.11 -5.06 -5.01 -5.00 -4.97

27
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TABLE A - Benchmark Funds

S&P S&P S&P S&P S&P S&P S&P S&P S&P S&P S&P
Target Target Target Target Target Target Target Target Target Target Target
Date Date Date Date Date Date Date Date Date Date Date
2010 2015 2020 2025 2030 2035 2040 2045 2050 2055 2060
TR TR TR TR TR TR TR TR TR TR TR
USD USD USD USD USD USD USD USD USD USD USD
6/30/2015
-0.72 -0.66 -0.54 -0.41 -0.32 -0.23 -0.17 -0.12 -0.07 -0.04 -0.06
9/30/2015
-3.00 -3.75 -4.47 -5.11 -5.68 -6.20 -6.60 -6.93 -7.22 -7.43 -7.58
12/31/2015
1.66 2.21 2.65 3.04 3.38 3.70 3.92 4.10 4.32 4.41 4.47
3/31/2016
2.02 1.90 1.77 1.64 1.52 1.39 1.32 1.25 1.18 1.13 1.09
6/30/2016
1.89 1.95 1.98 2.01 2.02 2.02 2.01 2.00 1.94 1.92 1.89
9/30/2016
2.08 2.44 2.79 3.10 3.39 3.66 3.87 4.04 4.17 4.28 4.36
12/31/2016
-0.29 0.12 0.51 0.87 1.19 1.52 1.75 1.95 2.14 2.29 2.40
3/31/2017
2.74 3.22 3.68 4.08 4.45 4.81 5.07 5.28 5.51 5.65 5.75
6/30/2017
2.04 2.30 2.55 2.79 3.01 3.22 3.36 3.45 3.54 3.57 3.59
9/30/2017
2.29 2.55 2.81 3.22 3.60 3.97 4.21 4.35 4.43 4.48 4.51
12/31/2017
2.53 2.85 3.20 3.73 4.24 4.71 5.03 5.20 5.34 5.38 5.47
3/31/2018
-0.87 -0.90 -0.92 -0.93 -0.95 -0.94 -0.94 -0.94 -0.94 -0.91 -0.90

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6/30/2018
0.82 0.97 1.09 1.24 1.40 1.52 1.64 1.66 1.72 1.70 1.77
9/30/2018
1.84 2.11 2.33 2.72 3.15 3.52 3.72 3.81 3.87 3.88 3.97
12/31/2018
-4.80 -5.72 -6.49 -7.81 -9.26 -10.55 -11.33 -11.75 -12.05 -12.10 -12.22
3/31/2019
6.20 6.89 7.45 8.37 9.39 10.27 10.82 11.10 11.28 11.31 11.42
6/30/2019
2.81 2.79 2.88 2.99 3.09 3.18 3.27 3.32 3.32 3.34 3.37
9/30/2019
1.25 1.23 1.17 1.04 0.88 0.73 0.60 0.53 0.47 0.46 0.45
12/31/2019
3.39 3.75 4.19 4.97 5.81 6.61 7.15 7.48 7.65 7.73 7.81
3/31/2020
-7.74 -9.16 -10.55 -12.93 -15.38 -17.69 -19.24 -20.15 -20.56 -20.84 -20.86
6/30/2020
8.92 9.77 10.65 12.25 13.94 15.55 16.66 17.29 17.61 17.76 17.93
9/30/2020
3.26 3.57 3.74 4.39 5.02 5.70 6.14 6.44 6.53 6.62 6.61
12/31/2020
5.96 6.79 7.37 9.01 10.52 12.20 13.36 14.02 14.40 14.56 14.56
3/31/2021
0.62 1.14 1.46 2.38 3.24 4.22 4.93 5.33 5.57 5.67 5.61
6/30/2021
3.45 3.77 3.90 4.43 4.92 5.45 5.79 6.00 6.08 6.15 6.12
9/30/2021
-0.09 -0.14 -0.24 -0.33 -0.46 -0.61 -0.70 -0.75 -0.80 -0.80 -0.83
12/31/2021
2.45 3.05 3.42 3.85 4.44 5.21 5.73 6.04 6.20 6.22 6.21
3/31/2022
-4.48 -4.58 -4.72 -4.83 -4.93 -5.02 -5.03 -5.02 -5.02 -5.01 -5.02

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TABLE B – Difference Between Wells Fargo Target Date Fund and Benchmark Fund

Wells Wells Wells Wells Wells Wells Wells Wells Wells Wells Wells
Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo Fargo
Target Target Target Target Target Target Target Target Target Target Target
2010 2015 2020 2025 2030 2035 2040 2045 2050 2055 2060
CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3 CIT E3
6/30/2015
0.82 0.81 0.83 0.88 0.83 0.86 0.82 0.86 0.85 0.89
9/30/2015
-0.70 -0.78 -0.58 -0.19 0.55 1.30 2.28 2.02 1.87 1.67
12/31/2015
1.16 1.40 1.73 1.45 1.60 1.33 0.89 0.55 0.52 0.60
3/31/2016
-1.57 -1.45 -1.11 -0.21 0.44 0.43 1.07 1.01 0.32 0.28 0.69
6/30/2016
-0.77 -0.29 -0.15 -0.08 0.02 -0.03 -0.05 -0.02 -0.12 -0.13 -0.17
9/30/2016
0.20 0.32 0.20 -0.24 -0.40 -1.09 -1.39 -1.65 -1.40 -1.29 -1.40
12/31/2016
2.34 2.49 2.19 1.66 1.06 0.32 -0.23 -0.15 0.18 0.31 0.13
3/31/2017
0.21 0.57 0.54 0.43 0.12 -0.09 -0.40 -0.26 0.01 0.12 0.15
6/30/2017
-0.28 -0.13 0.06 0.03 0.00 -0.04 -0.10 -0.07 0.09 0.10 0.06
9/30/2017
0.02 0.18 0.04 -0.03 -0.14 -0.27 -0.44 -0.42 -0.31 -0.20 -0.37
12/31/2017
0.90 1.09 0.90 0.89 0.69 0.53 0.29 0.26 0.52 0.48 0.51
3/31/2018
0.73 0.69 0.68 0.54 0.52 0.46 0.44 0.40 0.44 0.48 0.43
6/30/2018
0.23 0.27 0.31 0.40 0.46 0.40 0.43 0.44 0.46 0.48 0.50

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9/30/2018
0.23 0.36 0.26 0.18 -0.02 -0.15 -0.24 -0.30 -0.18 -0.22 -0.16
12/31/2018
-1.33 -1.67 -1.74 -1.81 -1.41 -1.04 -0.86 -0.92 -1.22 -1.23 -1.29
3/31/2019
-0.01 0.52 0.12 0.27 0.18 -0.02 0.00 0.04 0.23 0.24 0.34
6/30/2019
-0.22 -0.23 -0.16 -0.13 -0.07 0.02 0.12 0.18 0.15 0.20 0.21
9/30/2019
-0.60 -0.59 -0.58 -0.45 -0.35 -0.21 -0.17 -0.16 -0.27 -0.30 -0.31
12/31/2019
0.97 1.19 0.94 0.96 0.66 0.54 0.52 0.62 0.82 0.89 0.98
3/31/2020
-0.40 -0.98 0.11 -0.51 0.60 1.62 2.18 2.23 1.80 1.55 1.56
6/30/2020
0.78 1.19 0.70 1.17 0.69 0.34 0.24 0.32 0.68 0.80 0.94
9/30/2020
0.57 0.68 0.30 0.53 0.28 0.12 0.03 0.07 0.15 0.23 0.21
12/31/2020
0.35 0.57 -0.19 0.39 -0.26 -0.53 -0.58 -0.45 -0.09 0.09 0.11
3/31/2021
0.50 0.74 0.10 0.76 0.32 0.01 -0.13 -0.18 0.08 0.15 0.06
6/30/2021
-0.23 -0.17 -0.50 -0.24 -0.36 -0.54 -0.64 -0.68 -0.60 -0.50 -0.52
9/30/2021
0.02 0.03 0.01 0.12 0.23 0.36 0.42 0.45 0.40 0.37 0.37
12/31/2021
-0.05 0.35 0.04 0.39 0.24 0.23 0.23 0.22 0.38 0.39 0.37
3/31/2022
0.75 0.56 0.43 0.42 0.42 0.27 0.08 0.04 -0.01 -0.01 -0.06

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5.3 Payments to Class Members Who Are Active Participants and Inactive

Participants.

(a) Upon completing the calculation of each Class Member’s Entitlement

Amount and no later than sixty-five (65) calendar days following the Effective Date,

the Settlement Administrator shall provide the Company (or its designee), Class

Counsel, and the Plan’s recordkeeper information in a mutually agreeable format

concerning each Active Participant and each Inactive Participant’s Entitlement

Amount, and any other information requested by the Company or the Plan’s

recordkeeper as necessary to effectuate this Article.

(b) No later than ninety (90) calendar days after completing the steps

described in Section 5.3(a) herein and upon written notice to the Company and the

Plan’s recordkeeper, the Settlement Administrator shall effect a transfer from the

Settlement Fund to the Plan of all monetary payments payable to Active Participants

and Inactive Participants. The Plan’s recordkeeper shall thereafter within a reasonable

time credit the individual Plan account of each Active Participant and Inactive

Participant in an amount equal to that individual’s Entitlement Amount. The monetary

payments shall be credited to the existing pre-tax capital preservation vehicle within

the Plan and any interest earned on the funds in that capital preservation vehicle

between the date of transfer to the Plan’s recordkeeper from the Settlement

Administrator and the transfer of each Active Participant’s and each Inactive

Participant’s Entitlement Amounts to their accounts shall be credited to those Active

and Inactive Participants’ accounts on a pro rata basis.

(c) Each Active Participant and each Inactive Participant’s Entitlement

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Amount shall be invested in accordance with and in proportion to such Active

Participant’s and Inactive Participant’s investment elections then on file for new

contributions to his or her Plan account. If the Active Participant or Inactive Participant

does not have an investment election on file, then such individual shall be deemed to

have directed payment of his or her Entitlement Amount to be invested in the Plan’s

qualified default investment alternative, as defined in 29 C.F.R. §2550.404c-5. Each

Active Participant and each Inactive Participant shall be deemed 100% vested in their

Entitlement Amount.

(d) If, as of the date on which the Plan’s recordkeeper credits the

individual Plan account of each Active Participant and Inactive Participant with his or

her Entitlement Amount, an individual believed to be an Active Participant or an

Inactive Participant no longer has a Plan account balance greater than $0.00, he or she

will be treated as a Former Participant. The Plan’s recordkeeper shall promptly transmit

a list of such individuals to the Settlement Administrator, along with the Entitlement

Amounts for such individuals, who shall effectuate payment to such individuals in

accordance with Section 5.4 herein.

5.4 Payments to Former Participants. Each Former Participant (or the

Beneficiaries of Active Participants, Inactive Participants, or Former Participants or

Alternate Payees of Former Participants) will have the opportunity to elect a tax-qualified

rollover of his or her Entitlement Amount to an individual retirement account or other

eligible employment plan, which he or she has identified on the Former Participant Rollover

Form, provided that the Former Participant supplies adequate information to the Settlement

Administrator (as requested on the form) to effect the rollover. Payments to each Former

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Participant shall depend on whether each is a Rollover-Electing Former Participant or a Non-

Rollover-Electing Former Participant:

(a) Rollover-Electing Former Participants. Upon completing the

calculation of each Class Member’s Entitlement Amount and no later than ninety (90)

calendar days following the Effective Date, the Settlement Administrator shall effect a

rollover from the Settlement Fund to the individual retirement account or other eligible

employer plan elected by each Rollover-Electing Former Participant in his or her

Former Participant Rollover Form (if the conditions for such rollover are satisfied, as

described on the form) and any associated paperwork necessary to transfer such

Entitlement Amount by rollover (as requested on the form) is received by the

Settlement Administrator. If the Settlement Administrator is unable to effectuate the

rollover instructions of any Rollover-Electing Former Participant as provided in his or

her Former Participant Rollover Form, he or she will be treated as a Non-Rollover-

Electing Former Participant.

(b) Non-Rollover-Electing Former Participants. Upon completing the

calculation of each Class Member’s Entitlement Amount and no later than ninety (90)

calendar days following the Effective Date, the Settlement Administrator shall issue a

check from the Settlement Fund to each Non-Rollover-Electing Former Participant, in

the amount of each Former Participant’s Entitlement Amount (less any withholdings),

as long as the Entitlement Amount exceeds $10.00.

5.5 Payments to Beneficiaries and Alternate Payees.

(a) Beneficiaries of Active Participants, Inactive Participants, or Former

Participants or Alternate Payees of Former Participants that are entitled to receive all

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or a portion of a Former Participant’s Entitlement Amounts under this Article will

receive such settlement payments under the methods described in Section 5.4 for

Former Participants, as permitted by ERISA and the terms of the Plan.

(b) Alternate Payees of Active Participants or Inactive Participants that

are entitled to receive all or a portion of an Active Participant’s or Inactive Participant’s

Entitlement Amounts under this Article shall receive such settlement payments

pursuant to the terms of the applicable Qualified Domestic Relations Order. Alternate

Payees of Former Participants that are entitled to receive all or a portion of a Former

Participant’s Entitlement Amounts under this Article will receive such settlement

payments under the methods described in Section 5.4 for Former Participants.

(c) The Settlement Administrator shall have sole and final discretion to

determine the amounts to be paid to Beneficiaries and Alternate Payees in accordance

with the Plan of Allocation set forth in this Article and as ordered by the Court.

(d) All checks issued in accordance with the Plan of Allocation shall be

mailed to the address of each Class Member (or his or her Beneficiary or Alternate

Payee) provided by the Plan’s recordkeeper or any updated address obtained by the

Settlement Administrator.

5.6 Notice of Completion of Plan of Allocation. Within three (3) business days

of completing all aspects of the Plan of Allocation, the Settlement Administrator shall

provide written notice of its implementation to Class Counsel and Defendants’ Counsel.

Such notice shall provide, in reasonable detail, a summary of the steps taken to implement

the Plan of Allocation.

5.7 Disbursement of Undistributed Monies from the Settlement Fund. All checks

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issued pursuant to this Plan of Allocation shall expire one hundred twenty (120) calendar

days after their issue date. All checks that are undelivered or are not cashed before their

expiration date shall revert to the Settlement Fund and the Class Member on whose behalf

such check had been made shall be deemed to have waived his or her entitlement to such

payment. If for any reason, there is a portion of the Settlement Fund remaining after all

distributions have been made, including Notice and Administration Costs, taxes and tax

expenses, Attorneys’ Fees and Expenses and any Incentive Award to the Plaintiff, such funds

shall be donated to Mid-Minnesota Legal Aid.

5.8 Responsibility for Taxes. Each Class Member who receives a payment

pursuant to the Settlement Agreement shall be fully and ultimately responsible for payment

of any and all federal, state or local taxes resulting from or attributable to the payment

received by such person. Defendants, Defendants’ Counsel, Released Parties, Class Counsel,

and the Settlement Administrator shall have no responsibility for or liability from: (a) any

tax liability, including, without limitation, penalties and interest, related in any way to

payments or credits under the Settlement Agreement, and (b) the costs (including, without

limitation, fees, costs and expenses of attorneys, tax advisors, and experts) of any

proceedings (including, without limitation, any investigation, response, and/or suit), related

to such tax liability.

5.9 Restorative Payments. The Net Settlement Fund to be allocated and

distributed to the Former Participants and to the Plan for distribution to Active and Inactive

Participants in accordance with the Plan of Allocation shall constitute “restorative payments”

within the meaning of Revenue Ruling 2002-45 for all purposes.

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ARTICLE VI

6. ATTORNEYS’ FEES AND EXPENSES AND PLAINTIFF’S INCENTIVE

AWARD

6.1 Attorneys’ Fees and Expenses. Class Counsel intends to submit an application

for an award from the Settlement Fund for their reasonable Attorneys’ Fees and Expenses,

and any interest on such Attorneys’ Fees and Expenses at the same rate and for the same

periods as earned on the Settlement Fund. For the avoidance of doubt, by including this

provision, Defendants take no position on the award of any Attorneys’ Fees and Expenses,

including any interest thereon, requested by Class Counsel, up to one-third (33 1/3%) of the

settlement. The award of Attorneys’ Fees and Expenses shall be paid to Class Counsel from

the Settlement Fund upon the Effective Date, subject to the terms, conditions, and obligations

of this Settlement Agreement. The Court’s failure to approve in part any application for

Attorneys’ Fees and Expenses sought by Class Counsel shall not prevent the Settlement

Agreement from becoming effective, nor shall it be grounds for termination of the

Settlement.

6.2 Incentive Award. Class Counsel may file an application with the Court for

payment of an Incentive Award to Plaintiff. For the avoidance of doubt, by including this

provision, Defendants take no position on any Incentive Award requested by Class Counsel

of up to $100,000. The Incentive Award shall be paid from the Settlement Fund upon the

Effective Date. The Court’s failure to approve in part any application for an Incentive Award

sought by Class Counsel shall not prevent the Settlement Agreement from becoming

effective, nor shall it be grounds for termination of the Settlement.

ARTICLE VII

7. RELEASES AND COVENANT NOT TO SUE

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7.1 Releases. Subject to Article VIII herein, the obligations incurred pursuant to

this Settlement Agreement shall be in full and final disposition and settlement of any and all

of Plaintiff’s Released Claims.

(a) Upon the Effective Date, Plaintiff and every Class Member on behalf

of themselves, their heirs, executors, administrators, successors, and assigns, and the

Plan (subject to Independent Fiduciary approval as described in Section 2.2 herein)

shall, with respect to each and every Plaintiff’s Released Claims, be deemed to fully,

finally and forever release, relinquish and forever discharge each and every Plaintiff’s

Released Claims (including Unknown Claims), whether arising before or after the Final

Judgment and Order of Dismissal with Prejudice, against any and all of Defendants and

the Released Parties, and forever shall be enjoined from prosecuting any such Plaintiff’s

Released Claims.

(b) Upon the Effective Date, Defendants and the Released Parties, on

behalf of themselves and their successors and assigns shall be deemed to fully, finally

and forever release, relinquish and forever discharge each and every Defendants’

Released Claims (including Unknown Claims), as to Plaintiff, the Class and their

attorneys (including Class Counsel), and forever shall be enjoined from prosecuting

any such claims.

(c) Nothing herein shall preclude any action to enforce the Settlement

Agreement.

7.2 Covenant Not To Sue. Upon the Effective Date, Plaintiff and the Class acting

individually or together, or in combination with others, are forever barred and enjoined from

commencing, instituting, or continuing to prosecute any action or proceeding in any court of

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law or equity, arbitration tribunal, IRS determination letter proceeding, Department of Labor

proceeding, administrative forum or other forum of any kind, asserting any of the Plaintiff’s

Released Claims against Defendant and any of the Released Parties.

ARTICLE VIII

8. REPRESENTATIONS AND WARRANTIES

8.1 Parties’ Representations and Warranties. The Parties represent and

warrant as follows, and each Party acknowledges that each other Party is relying on these

representations and warranties in entering into the Settlement Agreement:

(a) that they are voluntarily entering into the Settlement Agreement as a

result of arm’s-length negotiations, and that in executing this Settlement Agreement

they are relying solely upon their own judgment, belief, and knowledge, and upon the

advice and recommendations of counsel, concerning the nature, extent, and duration of

their rights and claims hereunder and regarding all matters that relate in any way to the

subject matter hereof;

(b) that they assume the risk of mistake as to facts or law;

(c) that they recognize that additional evidence may come to light, but

that they nevertheless desire to avoid the expense and uncertainty of litigation by

entering into the Settlement Agreement;

(d) that they have carefully read the contents of the Settlement

Agreement, they have consulted with and obtained the advice of counsel prior to

executing this Settlement Agreement and that this Settlement Agreement has been

explained to that Party by his, her, or its counsel; and the Settlement Agreement is

signed freely by each individual executing the Settlement Agreement on behalf of each

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Party;

(e) that they have made such investigation of the facts pertaining to the

subject matter of the Settlement Agreement as they deem necessary; and

(f) that at all relevant times the Parties and their respective counsel have

complied with Rule 11 of the Federal Rules of Civil Procedure.

8.2 Signatories’ Representations and Warranties. The persons executing the

Settlement Agreement represent that they have been duly authorized to do so and that they

have the authority to take appropriate action required or permitted to be taken pursuant to

the Settlement Agreement in order to effectuate its terms.

ARTICLE IX

9. TERMINATION

9.1 Each Party shall have the right to terminate and abandon the Settlement

Agreement by providing written notice of their election to do so to the other Party no later

than fourteen (14) calendar days after:

(a) the Court declines to approve the Settlement Agreement or any

material part of it;

(b) the Court declines to enter the Preliminary Approval Order or

materially modifies the contents of the Preliminary Approval Order;

(c) the Court declines to enter the Final Approval Order or

materially modifies the contents of the Final Approval Order; or

(d) the Final Approval Order is vacated, reversed, or modified in

any material respect on any appeal or other review or in a collateral proceeding

occurring prior to the Effective Date.

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Notwithstanding anything herein, no order of the Court, or modification or reversal on

appeal of any order of the Court, solely concerning Attorneys’ Fees and Expenses or any

Incentive Award to Plaintiff shall constitute grounds for termination of the Settlement

Agreement.

9.2 Automatic Termination. The Settlement Agreement will automatically

terminate if (1) either the Independent Fiduciary does not approve the releases or the

Settlement Agreement, or disapproves any provision of the releases or the Settlement

Agreement for any reason whatsoever, or United reasonably concludes that the Independent

Fiduciary’s approval does not include the determinations required by PTE 2003-39; and (2)

the Parties do not mutually agree to modify the terms of the Settlement Agreement to

facilitate an approval by the Independent Fiduciary or the Independent Fiduciary’s

determinations required by PTE 2003-39.

9.3 Reversion to Prior Positions. If the Settlement Agreement is terminated in

accordance with this Article, then (a) the Parties and Class Members will be restored to their

respective positions immediately before the execution of the Settlement Agreement, (b) the

Settlement Amount, plus all interest and accretions thereto, and net of any expenses paid,

including all expenses incurred for Notice and Administration Costs, taxes and tax expenses

(incurred and accrued), shall revert to United and its agents or insurers based on their

respective contributions to the Escrow Account, (c) this Action shall proceed in all respects

as if the Settlement Agreement and any related orders had not been entered, (d) any order

entered by the Court pursuant to the terms of this Settlement Agreement shall be treated as

vacated nunc pro tunc, (e) the fact of this Settlement Agreement and the terms contained

herein shall not be admissible in any proceeding for any purpose, and (f) the Parties expressly

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and affirmatively reserve all claims, remedies, defenses, arguments, and motions as to all

claims and requests for relief that might have been or might be later asserted in the Action.

ARTICLE X

10. NO ADMISSION OF WRONGDOING

10.1 The Settlement Agreement, whether or not consummated, and any

proceedings taken pursuant to it, is for settlement purposes only and entered into solely for

the purpose of avoiding possible future expenses, burdens, or distractions of litigation, and

Defendants and the Released Parties deny any and all wrongdoing. Defendants and the

Released Parties deny all liability to the Plaintiff and Class Members, deny all of the claims

made in the Action, deny all allegations of wrongdoing made in any of the complaints in this

Action, and deny that the Plaintiff, the Class Members, the Plan, or any of the Plan’s current

or former participants suffered any losses. Defendants and the Released Parties further

maintain that they acted prudently and loyally at all times when acting in any fiduciary

capacity with respect to the Plan. This Settlement Agreement, and the discussions between

the Parties preceding it, shall in no event be construed as, or be deemed to be evidence of,

an admission or concession on Defendants’ or the Released Parties’ part of any fault or

liability whatsoever.

10.2 The Settlement Agreement, whether or not consummated, and any

negotiations, proceedings, or agreements relating to the Settlement Agreement, and any

matters arising in connection with settlement negotiations, proceedings, or agreements:

(a) shall not be offered or received against Defendants or any of the

Released Parties as evidence of, or be construed as or deemed to be evidence of, any

presumption, concession, or admission by Defendants or a Released Party of the truth

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of any fact alleged by Plaintiff or the validity of any claim that has been or could have

been asserted in the Action or in any litigation, or the deficiency of any defense that

has been or could have been asserted in the Action or in any litigation, or of any

liability, negligence, fault, or wrongdoing on the part of Defendants or any of the

Released Parties, or the appropriateness of certifying a non-settlement class;

(b) shall not be offered or received against Defendants or any of the

Released Parties as evidence of a presumption, concession or admission of any fault,

misrepresentation or omission with respect to any statement or written document

approved or made by Defendants or any of the Released Parties;

(c) shall not be offered or received against Defendants or any of the

Released Parties as evidence of a presumption, concession, or admission with respect

to any liability, negligence, fault, or wrongdoing, or in any way referred to for any other

reason as against Defendants or any of the Released Parties, in any other civil, criminal

or administrative action or proceeding, other than such proceedings as may be

necessary to effectuate the provisions of this Settlement Agreement; provided,

however, that if this Settlement Agreement is approved by the Court, Defendants or the

Released Parties may refer to it to effectuate the liability protection granted them

hereunder; and

(d) shall not be construed against Defendants or any of the Released

Parties as an admission or concession that the consideration to be given hereunder

represents the amount which could or would have been recovered after trial of the

Action.

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ARTICLE XI

11. MISCELLANEOUS

11.1 Exhibits Included. The exhibits to the Settlement Agreement are integral parts

of the Parties’ agreement and are incorporated by reference as if set forth herein.

11.2 Cooperation. Class Counsel and Defendants’ Counsel agree to cooperate fully

with one another in seeking Court entry of the Preliminary Approval Order and Final

Approval Order.

11.3 Compliance with Protective Order. Within ninety (90) calendar days after the

Effective Date, the Parties shall either (a) return to the producing parties, or (b) destroy, all

Confidential Documents pursuant to the Protective Order. Each Party shall serve a written

notice to each producing party certifying that the Party has carried out the obligations

imposed by the Protective Order.

The Parties, Class Counsel, and Defendants’ Counsel agree that at all times they will

honor the requirements of the Protective Order, notwithstanding the settlement of the Action.

11.4 Non-Disparagement.

(a) While maintaining their position that the claims asserted in the Action

are meritorious, Class Counsel shall not make any public statement or statements

(whether or not for attribution) that disparage the business, conduct, or reputation of

any Defendants, Released Parties, or Defendants’ Counsel, that characterize the

discovery record in the Action as it relates to Defendants’ oversight of the Plan, or

characterize the discovery record in the Action more generally in a way that suggests

Plaintiff would have prevailed at trial. While maintaining their position that the claims

asserted in the Action are not meritorious, Defendants and Defendants’ Counsel shall

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not make any public statement or statements (whether or not for attribution) that

disparage the business, conduct, or reputation of Plaintiff or Class Counsel relating to

the Action. Nothing in this paragraph shall prevent Class Counsel, Defendants, or

Defendants’ Counsel from discussing public information about the Action, including

the claims alleged, the legal arguments made by the parties, or the terms or benefits of

the Settlement. If a party or counsel is found to be in violation of this Section 11.4, that

party or counsel shall be individually responsible for such breach and there shall not be

joint and several liability among counsel or the parties.

(b) Plaintiff agrees that she will not make any disparaging statements

about the Defendants, Released Parties, or Defendants’ Counsel that are (a) known to

be false or are deliberate or reckless falsehoods, (b) misleading, defamatory or

otherwise unlawful, (c) attacks upon Defendants, the Released Parties, or Defendants’

Counsel in a manner reasonably calculated to harm their reputation or reduce their

income, or (d) false or misleading and deliberately inflict on Defendants, the Released

Parties, or Defendants’ Counsel unrelated to legitimate protected concerted activities

as defined under the NLRA. This paragraph does not prevent Plaintiff from engaging

in any speech or conduct that is protected by the National Labor Relations Act.

11.5 Entire Agreement. This Settlement Agreement and all of the exhibits

appended hereto constitute the entire agreement of the Parties with respect to their subject

matter and supersede any prior agreement, whether written or oral, as to that subject matter.

No representations or inducements have been made by or to any Party hereto concerning the

Settlement Agreement or its exhibits other than those contained and memorialized in such

documents. The provisions of the Settlement Agreement and its exhibits may not be modified

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or amended, nor may any of their provisions be waived, except by a writing signed by all

Parties hereto or their successors-in-interest.

11.6 Waiver. The waiver by any Party of a breach of the Settlement Agreement by

any other Party shall not be deemed a waiver of any other breach of the Settlement

Agreement.

11.7 Construction of Agreement. This Settlement Agreement shall not be

construed more strictly against one Party than another merely by virtue of the fact that it, or

any part of it, may have been prepared by counsel for one of the Parties, it being recognized

that the Settlement Agreement is the result of arm’s-length negotiations between the Parties

and all Parties have contributed substantially and materially to its preparation.

11.8 Headings. The headings herein are used for the purpose of convenience only

and are not meant to have legal effect.

11.9 Governing Law. The Settlement Agreement and all documents necessary to

effectuate it shall be governed by the internal laws of the State of Minnesota without regard

to its conflict of law doctrines, except to the extent that federal law requires that federal law

govern, and except that all computations of time with respect to the Settlement Agreement

shall be governed by Federal Rule of Civil Procedure 6.

11.10 Fees and Expenses. Except as otherwise expressly set forth herein, each Party

shall pay all fees, costs, and expenses incurred in connection with the Action, including fees,

costs, and expenses incident to the negotiation, preparation, or compliance with the

Settlement Agreement, and including any fees, expenses, and disbursements of its counsel

and other advisors. Nothing in the Settlement Agreement shall require Defendants to pay any

monies other than as expressly provided herein.

46
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11.11 Execution in Counterparts. The Settlement Agreement may be executed in

one or more counterparts and may be executed by facsimile signature. All executed

counterparts and each of them shall be deemed to be one and the same instrument provided

that counsel for the Parties shall exchange among themselves signed counterparts.

11.12 Notices. Unless otherwise provided herein, any notice, demand, or other

communication under the Settlement Agreement (other than Notices to Class Members or

other notices provided at the direction of the Court) shall be in writing and shall be deemed

duly given upon receipt if it is addressed to each of the intended recipients as set forth below

and delivered by hand, sent by registered or certified mail, postage prepaid, or delivered by

reputable express overnight courier as follows:

(a) if to Plaintiff:

Charles H. Field
Sanford Heisler Sharp McKnight, LLP
7911 Herschel Avenue, Suite 300
La Jolla, CA 92037

Leigh Anne St. Charles

Sanford Heisler Sharp McKnight, LLP
611 Commerce Street, Suite 3100
Nashville, TN 37203

(b) if to Defendants:

Craig S. Primis, P.C.

K. Winn Allen, P.C.
KIRKLAND & ELLIS LLP
1301 Pennsylvania Avenue, NW
Washington, DC 20004

Madelyn A. Morris
KIRKLAND & ELLIS LLP
333 Wolf Point Plaza
Chicago, IL 60654

11.13 Retention of Jurisdiction. The Parties shall request that the Court retain

47
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jurisdiction of this matter after the Effective Date and enter such orders as are necessary or

appropriate to effectuate the terms of the Settlement Agreement and enforce the Protective

Order.

IN WITNESS WHEREOF, the Parties have caused the Settlement Agreement to be

executed, by their duly authorized attorneys.

DATED: ___________ SANFORD HEISLER SHARP

McKNIGHT, LLP

CHARLES H. FIELD
Counsel for Plaintiff and the Class

12/11/2024
DATED: ___________ UNITEDHEALTH GROUP INCORPORATED

MICHAEL A. BRILLE
Chief Litigation Officer
UnitedHealth Group Incorporated
Counsel for Defendants

48
CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 51 of 95

EXHIBIT
EXHIBIT A
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 52 of 95

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

KIM SNYDER, on behalf of herself and )

all others similarly situated, )
)
Plaintiff, ) Case No. 0:21-cv-01049 (JRT/DJF)
)
v. ) CLASS ACTION
)
UNITEDHEALTH GROUP, INC., et al. ) [PROPOSED] ORDER
) PRELIMINARILY APPROVING
Defendants. ) SETTLEMENT AND PROVIDNG
) FOR NOTICE
)
) EXHIBIT A
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 53 of 95

WHEREAS, an action is pending before this Court entitled Snyder v. UnitedHealth Group,

Inc., et al., Civil No. 21-1049 (JRT/DJF) (the “Action”);

WHEREAS, Plaintiff having made application, pursuant to Federal Rule of Civil Procedure

23(e), for an order preliminarily approving the Settlement of this Action, in accordance with a

Settlement Agreement dated as of December 11, 2024, which, together with the exhibits annexed

thereto, sets forth the terms and conditions for a proposed Settlement of the Action and for

dismissal of the Action with prejudice upon the terms and conditions set forth therein; and the

Court having read and considered the Settlement Agreement and the exhibits annexed thereto; and

WHEREAS, unless otherwise defined, all terms used herein have the same meanings as set

forth in the Settlement Agreement.

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. The Court has reviewed the Settlement Agreement and does hereby preliminarily

approve the Settlement set forth therein as fair, reasonable, and adequate, subject to further

consideration at the Fairness Hearing described below.

2. The Court preliminarily finds that the proposed Settlement should be approved as:

(i) the result of serious, extensive arm’s-length and non-collusive negotiations; (ii) falling within

a range of reasonableness warranting final approval; (iii) having no obvious deficiencies; and (iv)

warranting notice of the proposed Settlement to Class Members and further consideration of the

Settlement at the Fairness Hearing described below.

3. A hearing (the “Fairness Hearing”) shall be held before this Court on , 2025,

[a date that is at least 130 calendar days from the date of this Order], at the Diana E. Murphy

United States Courthouse, 300 South Fourth Street, Suite 202, Minneapolis, MN 55415, to

determine whether the proposed Settlement of the Action on the terms and conditions provided for

Exhibit A 1
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 54 of 95

in the Settlement Agreement is fair, reasonable, and adequate to the Class and should be approved

by the Court; whether the proposed Final Judgment and Order of Dismissal with Prejudice as

provided under the Settlement Agreement should be entered; whether the proposed Plan of

Allocation is fair, reasonable, and adequate and should be approved; to determine the amount of

fees and expenses that should be awarded to Class Counsel; to determine whether an Incentive

Award should be awarded to Plaintiff; and to address such other matters relating to this Settlement

as may properly be before the Court. The Court may adjourn the Fairness Hearing without further

notice to the members of the Class.

4. The Court approves, as to form and content, the Notice and Former Participant

Rollover Form annexed hereto as Exhibits A-1 and A-2, respectively, and finds that the mailing

and distribution of the Notice (and for Former Participants will include a link to the Former

Participant Rollover Form) substantially in the manner and form set forth in ¶ 6 of this Order: (a)

constitute the best notice to Class Members practicable under the circumstances; (b) are reasonably

calculated, under the circumstances, to describe the terms and effect of the Settlement Agreement

and of the Settlement and to apprise Class Members of their right to object to the proposed

Settlement; (c) are reasonable and constitute due, adequate, and sufficient notice to all persons

entitled to receive such notice; and (d) satisfy all applicable requirements of the Federal Rules of

Civil Procedure (including Rules 23(c)-(e)), the United States Constitution (including the Due

Process Clause), the Rules of this Court, and other applicable law.

5. The firm of Angeion Group (“Settlement Administrator”) is hereby appointed to

supervise and administer the notice procedure as well as implement the Plan of Allocation and to

distribute the Net Settlement Fund to Class Members as more fully set forth below.

6. Not later than____, 202_ [sixty (60) calendar days after the Court signs and enters

Exhibit A 2
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 55 of 95

this Order] (the “Notice Date”), the Settlement Administrator shall commence emailing or mailing

the Notice (and for Former Participants will include a link to the Former Participant Rollover

Form), substantially in the forms annexed hereto, by First-Class Mail, where no email is available,

to all Class Members who can be identified with reasonable effort, and to be posted on its

settlement website.

7. At least fifty (50) calendar days prior to the Fairness Hearing, Class Counsel shall

serve on Defendants’ Counsel and file with the Court proof, by affidavit or declaration, of such

mailing.

8. Any member of the Class may enter an appearance in the Action, at their own

expense, individually or through counsel of their own choice. If they do not enter an appearance,

they will be represented by Class Counsel.

9. Any member of the Class may appear and show cause why the proposed Settlement

of the Action should or should not be approved as fair, reasonable, and adequate, why a judgment

should or should not be entered thereon, why the Plan of Allocation should or should not be

approved, why Attorneys’ Fees and Expenses should or should not be awarded to Class Counsel,

or why Incentive Award to Plaintiff should or should not be awarded; provided, however, that no

Class Member or any other person shall be heard or entitled to contest such matters, unless that

person has delivered by hand or sent by First-Class Mail written objections and copies of any

papers and briefs such that they are received, not simply postmarked, on or before , 2025

[a date fourteen (14) calendar days before the Fairness Hearing], to Angeion Group, and filed said

objections, papers, and briefs with the Clerk of the United States District Court for the District of

Minnesota, Diana E. Murphy United States Courthouse, 300 South Fourth Street, Suite 202,

Minneapolis, MN 55415, on or before _____, 2025 [a date fourteen (14) calendar days before the

Exhibit A 3
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 56 of 95

Fairness Hearing]. Any objections must: (i) state the name, address, and telephone number of the

objector and must be signed by the objector; (ii) state that the objector is objecting to the proposed

Settlement, Plan of Allocation, application for attorneys’ fees or expenses, or request for Plaintiff’s

Incentive Award in this Action; (iii) state the objection(s) and the specific reasons for each

objection, including any legal and evidentiary support the objector wishes to bring to the Court’s

attention; and (iv) include documents sufficient to prove the objector’s membership in the Class.

In addition, the objection must identify all class actions to which the objector and his, her or its

counsel have previously objected. The Court will consider a Class Member’s objection only if the

Class Member has complied with the above requirements. Any member of the Class who does not

make his, her or its objection in the manner provided shall be deemed to have waived such

objection and shall forever be foreclosed from making any objection to the fairness or adequacy

of the proposed Settlement as set forth in the Settlement Agreement, to the Plan of Allocation, to

the award of attorneys’ fees and expenses to Class Counsel, or Incentive Award for Plaintiff, unless

otherwise ordered by the Court. Class Members submitting written objections are not required to

attend the Fairness Hearing, but any Class Member wishing to be heard orally in opposition to the

approval of the Settlement, the Plan of Allocation, the application for an award of attorneys’ fees

and expenses, and/or the request for Plaintiff’s Incentive Award must file a written objection and

indicate in the written objection their intention to appear at the hearing.

10. All funds held by the Escrow Agent shall be deemed and considered to be in

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time

as such funds shall be distributed pursuant to the Settlement Agreement and/or further order(s) of

the Court.

11. All opening briefs and supporting documents in support of final approval of the

Exhibit A 4
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 57 of 95

Settlement, the Plan of Allocation, and any application by Class Counsel for attorneys’ fees and

expenses and Incentive Award for Plaintiff shall be filed and served by , 2025 [a date seven

(7) calendar days before the Fairness Hearing]. Replies to any objections shall be filed and served

by , 2025 [a date seven (7) calendar days before the Fairness Hearing].

12. None of the Released Parties nor Defendants’ Counsel shall have any responsibility

for the Plan of Allocation or any application for Attorneys’ Fees and Expenses submitted by Class

Counsel or Plaintiff, and such matters will be considered separately from the fairness,

reasonableness, and adequacy of the Settlement.

13. At or after the Fairness Hearing, the Court shall determine whether the Plan of

Allocation proposed by Class Counsel, and any application for attorneys’ fees or payment of

expenses, shall be approved.

14. All reasonable expenses incurred in identifying and notifying Class Members, as

well as the fees and costs of the Settlement Administrator and Plan’s recordkeeper administering

the Settlement Fund, and the fees and costs of the Independent Fiduciary, shall be paid as set forth

in the Settlement Agreement. In the event the Settlement is not approved by the Court, or otherwise

fails to become effective, neither Plaintiff nor any of her counsel shall have any obligation to repay

any amounts incurred and properly disbursed pursuant to ¶¶ 3.2(a) or 4.5 of the Settlement

Agreement.

Exhibit A 5
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 58 of 95

15. Neither this Order, the Settlement Agreement, nor any of its terms or provisions,

nor any of the negotiations or proceedings connected with it, shall be construed as an admission

or concession by Defendants of the truth of any of the allegations in the Action, or of any liability,

fault, or wrongdoing of any kind.

16. The Court reserves the right to adjourn the date of the Fairness Hearing without

further notice to the members of the Class, and retains jurisdiction to consider all further

applications arising out of or connected with the proposed Settlement. The Court may approve the

Settlement, with such modifications as may be agreed to by the Parties, if appropriate, without

further notice to the Class.

17. If the Settlement Agreement and the Settlement set forth therein is not approved or

consummated for any reason whatsoever, the Settlement Agreement and Settlement and all

proceedings had in connection therewith shall be without prejudice to the rights of the Parties

status quo ante as set forth in ¶ 9.3 of the Settlement Agreement.

18. Until otherwise ordered by the Court, the Court shall continue to stay all

proceedings in the Action other than proceedings necessary to carry out or enforce the terms and

conditions of the Settlement Agreement. Pending final determination of whether the proposed

Settlement should be approved, neither the Plaintiff nor any Class Member, directly or indirectly,

representatively, or in any other capacity, shall commence or prosecute against any of the

Defendants, the Released Parties, or the Plan any action or proceeding in any court or tribunal

asserting any of the Plaintiff’s Released Claims.

19. Except to the extent the Parties may agree to resolve through mediation or

arbitration any disputes that may arise prior to the entry of judgment, the Court retains exclusive

jurisdiction over the Action to consider all further matters arising out of or connected with the

Exhibit A 6
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 59 of 95

Settlement.
Settlement.

IT
IT IS
IS SO
SO ORDERED.
ORDERED.

DATED:
DATED: ______________________________

THE
THE HONORABLE
HONORABLE JOHN
JOHN R.
R. TUNHEIM
TUNHEIM
UNITED STATES DISTRICT JUDGE
UNITED STATES DISTRICT JUDGE

Exhibit
Exhibit A
A 7
CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 60 of 95

EXHIBIT
EXHIBIT A-1
CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 61 of 95

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

KIM SNYDER, on behalf of)

herself and all others similarly
)
situated, )
) Case No. 0:21-cv-01049
Plaintiff, ) (JRT/DJF)
)
v. ) CLASS ACTION
)
UNITEDHEALTH GROUP, INC., ) NOTICE OF SETTLEMENT OF
et al. ) CLASS ACTION

Defendants. EXHIBIT A-1

 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 62 of 95

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA

If you are or were a participant in the UnitedHealth Group 401(k) Savings

Plan (the “Plan”) who invested in the Wells Fargo Target Date Funds
(formerly the Wells Fargo Dow Jones Target Date Funds) (“Wells Fargo
Target Date Funds) at any time from April 23, 2015 to the present, you may
be part of a class action settlement.

IMPORTANT
PLEASE READ THIS NOTICE CAREFULLY
THIS NOTICE RELATES TO THE PENDENCY OF A CLASS ACTION LAWSUIT AND, IF
YOU ARE A CLASS MEMBER, CONTAINS IMPORTANT INFORMATION ABOUT
YOUR RIGHTS TO OBJECT TO THE SETTLEMENT

TO THE FOLLOWING CLASS:

All persons who were participants in or beneficiaries of the UnitedHealth Group 401(k) Savings
Plan (the “Plan”) and who were at any time between April 23, 2015 to the present (the “Class
Period”) invested in the Wells Fargo Target Date Funds, excluding Defendants (identified below),
any individual who served during the Class Period as a member of UnitedHealth Group Inc.’s
Board of Directors, the UnitedHealth Group Retirement Plan’s Investment Review Committee, or
the UnitedHealth Group Employee Benefits Plans Investment Committee, any individual who
served during the Class Period as UnitedHealth Group’s Executive Vice President of Human
Capital, and members of the immediate families and the legal representatives, heirs, successors, or
assigns of any such excluded party.
PLEASE READ THIS NOTICE CAREFULLY. A FEDERAL COURT AUTHORIZED
THIS NOTICE. THIS IS NOT A SOLICITATION.
Defendants have agreed that UnitedHealth Group, Inc. and/or its insurers will pay
$69,000,000 into a settlement fund in this class action lawsuit, Snyder v. UnitedHealth Group,
Inc., et al., Civil No. 21-cv-1049 (JRT/DJF) (the “Action”) brought under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). Class Members are eligible to
receive a pro rata share of the Net Settlement Fund pursuant to the Plan of Allocation set forth
below. The Net Settlement Fund is the amount in the Settlement Fund remaining after payment of
Notice and Administration Costs, any Attorneys’ Fees and Expenses that the Court awards to Class
Counsel, and any Incentive Award to Plaintiff. 1 The amount of each Class Member’s payment is
based on the Plan of Allocation. Payments to current Plan participants will be deposited into their
respective Plan accounts. Payments to former Plan participants will be made directly to former

1
All capitalized terms used in this Notice that are not otherwise defined herein shall have
the meanings provided in Settlement Agreement dated December 11, 2024, a copy of
which is available on the Settlement website, www.__________.com.
Questions? Please visit www.___.com or call 1 (800)___.
Do not call the Company or the Court as they cannot answer your questions.

1
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 63 of 95

Plan participants by check, or former Plan participants can instead elect to receive their payment
through a rollover to a qualified retirement account.
The United States District Court for the District of Minnesota (the “Court”) has
preliminarily approved the proposed settlement (the “Settlement”). The Settlement is between
Plaintiff Kim Snyder (“Plaintiff”), individually and on behalf of the Class, and Defendants
UnitedHealth Group, Inc. (“United” or the “Company”), the UnitedHealth Group Employee
Benefits Plans Investment Committee (and its members), John Rex, and David S. Wichmann
(collectively, “Defendants,” and with Plaintiff, the “Parties”). The Settlement would release
Defendants and certain related parties from any and all of Plaintiff’s Released Claims defined
below under question 11.
The Court has authorized this Notice to provide you with summary information with
respect to the Settlement. The terms and conditions of the Settlement are set forth in the Settlement
Agreement, dated December 11, 2024. Any capitalized terms used in this Notice but not defined
here have the meanings assigned to them in the Settlement Agreement. The Settlement Agreement
and additional information with respect to the Action and the Settlement are available at
www._______.com or from Class Counsel, who are listed on page ___ below.
The Court has scheduled a hearing to determine whether to grant final approval of the
Settlement and Class Counsel’s motion for an award of Attorneys’ Fees and Expenses and
Plaintiff’s Incentive Award (the “Fairness Hearing”). The Fairness Hearing, which will take place
before the Honorable John R. Tunheim, is scheduled for ___, 202_, at .m., in Courtroom _ at the
Diana E. Murphy United States Courthouse, 300 South Fourth Street, Suite 202, Minneapolis,
MN 55415. If approved, the Settlement will bind you as a member of the Class. You may appear at
this hearing and/or object to the Settlement. Any objections to the Settlement, the Plan of
Allocation, the request for Attorneys’ Fees and Expenses, or the request for Incentive Award must
be served in writing on the Court and the Parties’ counsel. More information about the hearing and
how to object is explained on pages __ through __ of this Notice.
PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY. IF YOU ARE A
MEMBER OF THE CLASS TO WHOM THIS NOTICE IS ADDRESSED, THE
SETTLEMENT MAY AFFECT YOUR RIGHTS. YOU ARE NOT BEING SUED IN THIS
MATTER. YOU DO NOT NEED TO APPEAR IN COURT, AND YOU ARE NOT
REQUIRED TO HIRE AN ATTORNEY IN THIS CASE. YOU CAN, IF YOU DESIRE,
RETAIN YOUR OWN COUNSEL AT YOUR OWN EXPENSE. IF YOU ARE IN FAVOR
OF THE SETTLEMENT, YOU DO NOT NEED TO DO ANYTHING. IF YOU
DISAPPROVE, YOU MAY OBJECT TO THE SETTLEMENT UNDER THE
PROCEDURES DESCRIBED BELOW AND AS FURTHER DETAILED HEREIN AT
PAGE __.

THIS TABLE CONTAINS A SUMMARY OF YOUR LEGAL RIGHTS AND

OPTIONS IN THIS SETTLEMENT

You Can DO NOTHING If the Settlement is approved by the Court and you are a
No Action is Necessary to Receive member of the Class, you will not need to do anything to
Payment. receive a payment.

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

2
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 64 of 95

You Can OBJECT You can write to the Court if you do not like the Settlement.
by ___, 202_. If the Court approves the Settlement, you will get a share of
the Settlement benefits to which you are entitled, regardless
of whether you objected to the Settlement.
You Can ATTEND A HEARING You can ask to speak in Court about the fairness of the
on ___, 202_. Settlement. If the Court approves the Settlement, you will get
a share of the Settlement benefits to which you are entitled,
regardless of whether you spoke in Court about the fairness
of the Settlement.
These rights and options—and the deadlines to exercise them—are explained in this Notice.
At the Fairness Hearing, the Court will determine whether to approve the Settlement.
Payments will be made to authorized members of the Class only if the Court approves the
Settlement and that approval is upheld in the event of any appeals. Further information regarding
this Action and this Notice may be obtained by contacting the Settlement Administrator at 1 (800)
_______ or by visiting the Settlement Website at www.________.com

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

3
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 65 of 95

WHAT THIS NOTICE CONTAINS

SUMMARY OF CASE................................................................................................................... 5
SUMMARY OF SETTLEMENT ................................................................................................... 6
STATEMENT OF POTENTIAL OUTCOME OF THE ACTION ................................................ 6
STATEMENT OF ATTORNEYS’ FEES AND EXPENSES SOUGHT IN THE ACTION Error!
Bookmark not defined.
WHAT WILL THE PLAINTIFF GET? ......................................................................................... 6
BASIC INFORMATION ................................................................................................................ 6
1. Why did I get this Notice package? ......................................................................... 6
2. Why is this case a class action? ............................................................................... 7
3. What is the Action about and what has happened? ................................................. 7
4. Why is there a settlement? ....................................................................................... 8
WHO IS IN THE SETTLEMENT .................................................................................................. 8
5. How do I know whether I am part of the Settlement? ............................................. 8
6. Are there exceptions to being included? .................................................................. 8
THE SETTLEMENT BENEFITS .................................................................................................. 9
7. What does the Settlement provide? ......................................................................... 9
8. How much will an individual payment be? ............................................................. 9
9. How can I get a payment?........................................................................................ 9
10. When will payments be made? .............................................................................. 10
PLAINTIFF’S AND THE CLASS’S RELEASE OF CLAIMS ................................................... 10
11. What Do I Give Up as a Result of the Settlement?................................................ 10
PARTICIPATION IN THE SETTLEMENT................................................................................ 11
12. Can I exclude myself from the Settlement? ........................................................... 11
THE LAWYERS REPRESENTING YOU .................................................................................. 11
13. Do I have a lawyer in the case? ............................................................................. 11
14. How will the lawyers be paid? ............................................................................... 11
OBJECTING TO THE SETTLEMENT OR THE ATTORNEY FEES ....................................... 11
15. How do I tell the Court that I don’t like the Settlement? ....................................... 12
THE COURT’S FAIRNESS HEARING ...................................................................................... 12
16. When and where will the Court decide whether to approve the Settlement? ........ 12
17. Do I have to come to the hearing? ......................................................................... 13
18. May I speak at the hearing? ................................................................................... 13
IF YOU DO NOTHING ............................................................................................................... 13
19. What happens if I do nothing at all? ...................................................................... 13
GETTING MORE INFORMATION............................................................................................ 13
20. Are there more details about the Settlement? ........................................................ 13
21. How do I get more information?........................................................................... 13

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

4
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 66 of 95

SUMMARY OF CASE
This is a certified class action on behalf of all participants in or beneficiaries of the
UnitedHealth Group 401(k) Savings Plan (the “Plan”) and who were at any time between April
23, 2015 to the present (the “Class Period”) invested in the Wells Fargo Target Date Fund Suite
(collectively, the “Wells Fargo Target Date Funds”). Plaintiff filed a class action complaint against
Defendants, alleging that Defendants violated ERISA’s fiduciary duties of prudence and loyalty
by retaining the Wells Fargo Target Date Funds. A complete description of Plaintiff’s allegations
is in the Amended Class Action Complaint filed on August 24, 2022 (which is the operative
complaint and hereafter referred to as the “Complaint”), a copy of which is available on the
Settlement Website at www.______.com.
Defendants deny all of the claims made in the Complaint, deny all allegations of
wrongdoing, and deny that the Plaintiff, the Class Members, the Plan, or any of the Plan’s current
or former participants suffered any losses. Defendants are settling the Action solely to avoid the
expense, inconvenience, and inherent risk and disruption of litigation.
On April 11, 2023, the Court certified a class of Plan participants who invested in any of
the following during the Class Period:
EIN FUND NAME 4
27-6745191 Wells Fargo DJ Target 2010 N
27-6745203 Wells Fargo DJ Target 2015 N
27-6745217 Wells Fargo DJ Target 2020 N
27-6745238 Wells Fargo DJ Target 2025 N
27-6745249 Wells Fargo DJ Target 2030 N
27-6745261 Wells Fargo DJ Target 2035 N
27-6745274 Wells Fargo DJ Target 2040 N
27-6745287 Wells Fargo DJ Target 2045 N
27-6745297 Wells Fargo DJ Target 2050 N
45-7008802 Wells Fargo DJ Target 2055 N
47-6668828 Wells Fargo DJ Target 2060 N
82-6539202 Wells Fargo Target 2010 CIT E3
82-6542271 Wells Fargo Target 2015 CIT E3
82-6545168 Wells Fargo Target 2020 CIT E3
82-6547850 Wells Fargo Target 2025 CIT E3
82-6551318 Wells Fargo Target 2030 CIT E3
82-6554416 Wells Fargo Target 2035 CIT E3
82-6557908 Wells Fargo Target 2040 CIT E3

4
Wells Fargo Asset Management was sold and changed its name to Allspring Global
Investments effective November 1, 2021. Reflecting this change, each Wells Fargo Target
CIT E3 fund was renamed effective April 1, 2022 to a corresponding Allspring Target CIT
E3 fund.

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

5
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 67 of 95

82-6560165 Wells Fargo Target 2045 CIT E3

82-6563190 Wells Fargo Target 2050 CIT E3
82-6566776 Wells Fargo Target 2055 CIT E3
82-6570747 Wells Fargo Target 2060 CIT E3
Copies of the Complaint, relevant Court orders, and documents related to the Settlement
are available at www.________.com.
SUMMARY OF SETTLEMENT
United and/or its insurers will contribute, or cause to be contributed, into an Escrow
Account $69,000,000.00 in cash. After payment of Attorneys’ Fees and Expenses, Incentive
Award to the Plaintiff, and Notice and Administration Costs, the amount remaining (the “Net
Settlement Fund”) shall be allocated among authorized members of the Class according to a Plan
of Allocation to be approved by the Court. The Plan of Allocation is described in further detail in
the Settlement Agreement available at www.________.com.
STATEMENT OF POTENTIAL OUTCOME OF THE ACTION
Class Counsel believe Plaintiff’s claims against Defendants are well grounded in law and
fact, and that Defendants breached their fiduciary duties under ERISA. Throughout this Action,
Defendants have denied and continue to deny the factual allegations and legal claims asserted by
Plaintiff. The Court has not decided in favor of either side in this Action.
As with any litigated case, the Class would face an uncertain outcome if Plaintiff continued
the Action against Defendants. Continuing the Action could result in a judgment or verdict greater
or less than the recovery under the Settlement Agreement, or it could result in no recovery at all.
In evaluating the Settlement, Class Counsel have considered the range of possible recoveries and
believe the Settlement is in the best interests of the Class Members and the Plan. Both sides avoid
the cost and risk of a trial, and the affected current and former Plan participants will get substantial
benefits that they would not otherwise receive if Plaintiff had litigated the case and lost.
WHAT WILL THE PLAINTIFF GET?
Plaintiff will share in the allocation of the money paid to the Plan on the same basis and to
the same extent as all other members of the Class. In addition, Class Counsel will petition the
Court for an Incentive Award not to exceed $100,000 for the Plaintiff in recognition of her efforts
as Class Representative prosecuting this Action for approximately three and a half years on behalf
of the Class.
BASIC INFORMATION
1. Why did I get this Notice package?

You or someone in your family is or may have been a participant in the Plan, and invested
in the Wells Fargo Target Date Funds through an account in the Plan between April 23, 2015 and
the present. The Court ordered this Notice to be sent to you because, if you fall within that group,
you have a right to know about the Settlement and about all of your options before the Court
decides whether to approve the Settlement. If the Court approves the Settlement, and after any
objections and appeals are resolved, the net amount of the Settlement Fund will be allocated among
authorized members of the Class according to a Court-approved Plan of Allocation. This Notice
package describes the Action, the Settlement, your legal rights, the benefits available, who is

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

6
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 68 of 95

eligible for them, and how to get them.

The Court in charge of this case is the United States District Court for the District of
Minnesota. The individual who sued is called the “Plaintiff,” and the people and entities she sued
are called “Defendants.”

2. Why is this case a class action?

In this type of class action, one or more plaintiffs called “Class Representatives” sue on
behalf the Plan and all people who have similar claims. All of the individuals on whose behalf the
Class Representative is suing are “Class Members.” In a class action, one court resolves the issues
for all Class Members. The Class Representative in this Action is Plaintiff Kim Snyder, who was
a participant in the Plan during the Class Period, and is referred to in this Notice as the “Plaintiff.”

3. What is the Action about and what has happened?

Plaintiff filed a class action complaint against Defendants on April 23, 2021, alleging that
Defendants violated ERISA’s fiduciary duties of prudence and loyalty by retaining the Wells Fargo
Target Date Funds. A complete description of Plaintiff’s allegations is in the Amended Class
Action Complaint filed on August 24, 2022 (which is the operative complaint and hereafter
referred to as the “Complaint”), a copy of which is available on the Settlement Website at
www.______.com.
Defendants deny all of the claims made in the Complaint, deny all allegations of
wrongdoing, and deny that the Plaintiff, the Class Members, the Plan, or any of the Plan’s current
or former participants suffered any losses. Defendants are settling the Action solely to avoid the
expense, inconvenience, and inherent risk and disruption of litigation.
On April 11, 2023, the Court certified a class of Plan participants who invested in any of
the following during the Class Period:
EIN FUND NAME 5
27-6745191 Wells Fargo DJ Target 2010 N
27-6745203 Wells Fargo DJ Target 2015 N
27-6745217 Wells Fargo DJ Target 2020 N
27-6745238 Wells Fargo DJ Target 2025 N
27-6745249 Wells Fargo DJ Target 2030 N
27-6745261 Wells Fargo DJ Target 2035 N
27-6745274 Wells Fargo DJ Target 2040 N
27-6745287 Wells Fargo DJ Target 2045 N
27-6745297 Wells Fargo DJ Target 2050 N

5
Wells Fargo Asset Management was sold and changed its name to Allspring Global
Investments effective November 1, 2021. Reflecting this change, each Wells Fargo Target
CIT E3 fund was renamed effective April 1, 2022 to a corresponding Allspring Target CIT
E3 fund.

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

7
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 69 of 95

45-7008802 Wells Fargo DJ Target 2055 N

47-6668828 Wells Fargo DJ Target 2060 N
82-6539202 Wells Fargo Target 2010 CIT E3
82-6542271 Wells Fargo Target 2015 CIT E3
82-6545168 Wells Fargo Target 2020 CIT E3
82-6547850 Wells Fargo Target 2025 CIT E3
82-6551318 Wells Fargo Target 2030 CIT E3
82-6554416 Wells Fargo Target 2035 CIT E3
82-6557908 Wells Fargo Target 2040 CIT E3
82-6560165 Wells Fargo Target 2045 CIT E3
82-6563190 Wells Fargo Target 2050 CIT E3
82-6566776 Wells Fargo Target 2055 CIT E3
82-6570747 Wells Fargo Target 2060 CIT E3
In July 2024, Class Counsel and Defendants’ Counsel mediated the Action under the
supervision of Robert A. Meyer, Esq., a mediator experienced in ERISA and other complex class
actions. Following a full-day mediation, counsel for the Parties continued to conduct extensive,
arm’s-length negotiations with the assistance of mediator Robert A. Meyer, Esq. which eventually
resulted in the Parties reaching an agreement-in-principle, memorialized in the Settlement
Agreement.

Copies of the Complaint, relevant Court orders, Settlement Agreement, and other
documents related to the Settlement are available at www.________.com.
4. Why is there a settlement?

No final decision has been reached with respect to Plaintiff’s claims against Defendants.
Instead, Plaintiff and Defendants have agreed to a settlement. In reaching the Settlement, they have
avoided the costs, risks, uncertainty, time, and disruption of prolonged litigation and trial.
Class Counsel believe the Settlement is in the best interests of the Class. The reasons they
believe this to be so are described above in the section entitled “Statement of Potential Outcome
of the Action.”
WHO IS IN THE SETTLEMENT
To determine if any of the proceeds of this Settlement will be allocated to you, you first
must determine whether you are a member of the Class.

5. How do I know whether I am part of the Settlement?

All participants in the Plan during the Class Period, who were invested in one or more of
the Wells Fargo Target Date Funds (defined in “Summary of Case” above) are members of the
Class.
It is not necessary for you to provide any records. Your claim will be processed and
your allocation calculated by the Settlement Administrator.
6. Are there exceptions to being included?

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

8
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 70 of 95

Excluded from the Class are (a) Defendants, (b) any individual who served during the Class
Period as a member of UnitedHealth Group Inc.’s Board of Directors, the UnitedHealth Group
Retirement Plan’s Investment Review Committee, or the UnitedHealth Group Employee Benefits
Plans Investment Committee, (c) any individual who served during the Class Period as
UnitedHealth Group’s Executive Vice President of Human Capital, and (d) members of the
immediate families and the legal representatives, heirs, successors, or assigns of any such excluded
party.
THE SETTLEMENT BENEFITS
7. What does the Settlement provide?

The Settlement Amount is $69,000,000. Defendants shall contribute, or cause to be

contributed, the Settlement Amount into an interest-bearing Escrow Account. The net amount in
the Escrow Account, after payment of Court-approved Attorneys’ Fees and Expenses, the
Incentive Award, and Notice and Administration Costs (the “Net Settlement Fund”), will be
allocated to Class Members according to a Plan of Allocation to be approved by the Court if and
when the Court enters an order finally approving the Settlement.

8. How much will an individual payment be?

United and/or its insurers have agreed to pay $69,000,000 into a Settlement Fund, which
will be used to pay Notice and Administration Costs, Attorneys’ Fees and Expenses, and Incentive
Award to Plaintiff (the latter two items requiring Court approval), and payments to Class Members.
The amount of each Class Member's payment will be based in part on the amount of his or her
Plan account balance that was invested in the Wells Fargo Target Date Funds over the Class Period,
and will be determined according to a Plan of Allocation set forth in the Settlement Agreement,
which is available on the Settlement Website at [ ___ ].
You do not need to submit records concerning your Plan account to receive a
payment. If you are entitled to a share of the Net Settlement Fund, you will receive a statement
from the Plan’s recordkeeper or the Settlement Administrator showing the amount of your share
and how it was calculated. If you have questions regarding the Settlement or the Plan of Allocation,
please contact the Settlement Administrator at 1 (800) _____ or at www.____.com.

9. How can I get a payment?

Class Members do not have to submit claim forms in order to receive Settlement benefits.
The benefits of the Settlement will be distributed after the Court approves the Settlement
and/or after any appeals have been resolved in favor of the Settlement. For current Plan
participants, you will receive your share of the Net Settlement Fund in the form of a deposit into
your Plan account. Former Plan participants have the option to receive their settlement payment
through a rollover to a qualified retirement account. To do so, you must complete and sign the
Former Participant Rollover Form by [ date, forty-five (45) calendar days] before Fairness
Hearing. If you are a former Plan participant who timely submits a valid Former Participant
Rollover Form, the Settlement Administrator will effect a rollover of your share of the Net
Settlement Fund to your qualified retirement account that you indicated in that Form after the

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

9
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 71 of 95

Settlement has received final approval and/or after any appeals have been resolved in favor of the
Settlement. To complete the Former Participant Rollover Form, please visit this website and follow
the applicable instructions: www.______.com/XXX.
If you are a former Plan participant or an Alternate Payee of a former Plan participant and
do not complete and sign a Former Participant Rollover Form, a check in the amount of your share
of the Settlement Fund will be issued to you after the Settlement has received final approval and/or
after any appeals have been resolved in favor of the Settlement.
Beneficiaries of Active Participants, Inactive Participants, and Former Participants that are
entitled to receive all or a portion of a Former Participant’s settlement payment can receive such
settlement payment through a rollover to a qualified retirement account by completing the Former
Participant Rollover Form by [date, forty-five (45) calendar days] before Fairness Hearing. If you
are a Beneficiary and you do not do so, you will receive the settlement payment in the form of a
check.
Alternate Payees of Active Participants or Inactive Participants that are entitled to receive
all or a portion of an Active Participant’s or Inactive Participant’s settlement payment will receive
such payment pursuant to the terms of the applicable Qualified Domestic Relations Order.

10. When will payments be made?

The Net Settlement Fund will be allocated to members of the Class pursuant to the Plan of
Allocation as soon as possible after the Court grants final approval of the Settlement (and after the
exhaustion of any appeals). Any appeal of the final approval may delay distribution by a year or
more. Please be patient.
All checks will expire and become void not later than 120 days after they are issued, if they
have not been cashed. If for any reason, there is a portion of the Settlement Fund remaining after
all distributions have been made, such funds will be donated to Mid-Minnesota Legal Aid.
These payments may have certain tax consequences; you should consult your tax advisor.
Class Counsel cannot provide tax advice concerning the settlement.
There Will Be No Payments if the Settlement Is Terminated
The Settlement Agreement may be terminated on several grounds, including: (1) if the
Court does not approve the Settlement or any material part of it without the Parties’ consent; or
(2) if the Court’s order approving the Settlement is reversed or materially modified on appeal. The
Settlement Agreement describes in detail the conditions under which the Settlement may be
terminated. In the event any of these conditions occurs, there will be no settlement payment made,
and the Action will resume.
PLAINTIFF’S AND THE CLASS’S RELEASE OF CLAIMS
11. What Do I Give Up as a Result of the Settlement?

If the Court grants final approval of the Settlement, a final order and judgment dismissing
the case will be entered in the Action. Once the appeal period expires or any appeal is resolved,
payments under the Settlement will then be processed and distributed, and the release by Class

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

10
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 72 of 95

Members will also take effect. All Class Members included in the Settlement will release and
forever discharge United and each of the Released Parties from any and all Released Claims (as
defined in the Settlement Agreement). Please refer to Article VII of the Settlement Agreement for
a full description of the claims and persons that will be released upon final approval of the
settlement.
No Class Member will be permitted to continue to assert Released Claims in any other
litigation against United or the other persons and entities covered by the Release. If you object to
the terms of the Settlement Agreement, you may notify the Court of your objection. (See Table on
pages 2 and 3 of this Notice.) If the Settlement is not approved, the case will proceed as if no
settlement had been attempted or reached.
If the Settlement is not approved and the case resumes, there is no assurance that Class
Members will recover more than is provided for under the Settlement, or anything at all.
PARTICIPATION IN THE SETTLEMENT
12. Can I exclude myself from the Settlement?

No. If the Court approves the Settlement, you will be bound by it and will receive whatever
benefits you are entitled to under its terms. Therefore, you will be bound by any judgments or
orders that are entered in this Action, and, if the Settlement is approved, you will be deemed
to have released Defendants and certain related parties from any and all Plaintiff’s Released
Claims.
Although you cannot opt out of the Settlement, you can object to the Settlement and ask
the Court not to approve the Settlement. See the section entitled “How do I tell the Court that I
don’t like the Settlement?” below.
THE LAWYERS REPRESENTING YOU
13. Do I have a lawyer in the case?

The Court has designated Class Counsel from Sanford Heisler Sharp McKnight, LLP as
counsel for the Class. If you want to be represented by your own lawyer, you may hire one at
your own expense.

14. How will the lawyers be paid?

Class Counsel have pursued this Action on a contingent basis and for three and a half years
advanced all expenses necessary to litigate the Action. From the beginning of the Action, which
was filed on April 23, 2021, to the present, Class Counsel have not received any payment for their
services in prosecuting the case or obtaining the Settlement, nor have they been reimbursed for
any of the out-of-pocket expenses they have incurred. Class Counsel will apply to the Court for an
award of Attorneys’ Fees and Expenses. This motion will be considered at the Fairness Hearing.
Class Counsel will seek an award of attorneys’ fees not to exceed one-third (33 1/3%) of the
Settlement Amount plus their out-of-pocket expenses. Any award of Attorneys’ Fees and Expenses
awarded by the Court will be paid from the Settlement Fund.

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

11
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 73 of 95

OBJECTING TO THE SETTLEMENT OR THE ATTORNEY FEES

You can tell the Court that you do not agree with the Settlement or some part of it.

15. How do I tell the Court that I don’t like the Settlement?
If you are a member of the Class, you can object to the Settlement if you do not like any
part of it. You can give reasons why you think the Court should not approve the Settlement, the
Plan of Allocation, the Attorneys’ Fees and Expenses, and/or the Incentive Award. The Court will
consider your views. Your objection to the Settlement must be received, not just postmarked, no
later than [date] (fourteen (14) calendar days before the Fairness Hearing) and must be sent to the
Court and the attorneys for the Parties at the addresses included in the table below.
The objection must be in writing and include the case name “Snyder v. UnitedHealth
Group, Inc., et al., Civil No. 21-1049 (JRT/DJF), the judge’s name Hon. Tunheim John R.
Tunheim, and the following information: (a) your name; (b) your address; (c) a statement that you
are a Class Member and the dates you invested in the Wells Fargo Target Date Funds (if known);
(d) the specific grounds for the objection (including all arguments, citations, and evidence
supporting the objection); (e) all documents or writings that you desire the Court to consider
(including all copies of any documents relied upon in the objection); (f) your signature; and (g) a
notice of intention to appear at the Fairness Hearing (if applicable). (If you are represented by
counsel, you or your counsel must file your objection through the Court's CM/ECF system.) The
Court will consider all properly filed comments from Class Members. If you wish to appear and
be heard at the Fairness Hearing in addition to submitting a written objection to the settlement,
you or your attorney must say so in your written objection or file and serve a notice of intent to
appear at the Fairness Hearing by [deadline].
Mail the objection to each of the addresses identified below so that it is received by no
later than ____, 202_. If your objection is not timely received, the Court will not consider it.

The Court: Class Counsel: Defendants’ Counsel:

Clerk of the United States Charles Field Madelyn A. Morris
District Court for the District of Sanford Heisler Sharp McKnight, KIRKLAND & ELLIS LLP
Minnesota LLP 333 Wolf Point Plaza
Diana E. Murphy United States 7911 Herschel Avenue, Suite 300 Chicago, IL 60654
Courthouse, 300 South Fourth La Jolla, CA 92037
Street, Suite 202,
Minneapolis, MN 55415

THE COURT’S FAIRNESS HEARING

The Court will hold a Fairness Hearing to decide whether to approve the Settlement. You
may attend and you may ask to speak, but it is not necessary.

16. When and where will the Court decide whether to approve the Settlement?
The Court will hold a Fairness Hearing to decide whether to approve the Settlement as fair,

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

12
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 74 of 95

reasonable, and adequate. You may attend the Fairness Hearing, and you may ask to speak, but
you do not have to attend. The Court has scheduled the Fairness Hearing to be held on ___, 202_,
at .m., in Courtroom _ at the Diana E. Murphy United States Courthouse, 300 South Fourth Street,
Suite 202, Minneapolis, MN 55415. The hearing may be conducted telephonically, by video
conference, or in person before The Honorable John R. Tunheim. The Fairness Hearing may be
relocated or rescheduled by the Court. Please check the Settlement Administrator’s website at
www.___.com, or contact the Settlement Administrator at 1 (800) _____ if you would like to
confirm the time and ___location of the hearing.
At the Fairness Hearing, the Court will consider whether the Settlement is fair, reasonable,
and adequate. If there are objections, the Court will consider them. You do not need to attend this
hearing to have an objection considered by the Court. After the Fairness Hearing, the Court will
decide whether to approve the Settlement. The Court will also rule on the motion for Attorneys’
Fees and Expenses and the Incentive Award to Plaintiff as the Class Representative. The hearing
may be adjourned at the discretion of the Court without further notice to you except as may be
provided on the docket of this Action maintained by the Court.

17. Do I have to come to the hearing?

No, but you are welcome to come at your own expense. If you send an objection, you do
not have to come to Court to voice your objection in person. As long as you mail your written
objection, as directed above, so that it is received on time, the Court will consider it when
determining whether to approve the Settlement as fair, reasonable, and adequate. You also may
pay your own lawyer to attend the Fairness Hearing, but attendance is not necessary.

18. May I speak at the hearing?

If you are a Class Member, you may ask the Court for permission to speak at the Fairness
Hearing. To do so, you must send a letter or other paper called a “Notice of Intention to Appear at
Fairness Hearing” in “Snyder v. UnitedHealth Group, Inc., et al., Civil No. 21-1049 (JRT/DJF)”
to the Clerk of Court, Class Counsel, and Defendants’ Counsel at the addresses listed above. Be
sure to include your name, address, telephone number, and your signature. Your Notice of
Intention to Appear must be received no later than ___, 2024.
IF YOU DO NOTHING
19. What happens if I do nothing at all?

If you do nothing and you are a Class Member, you will participate in the Settlement of
the Action as described above in this Notice, if the Settlement is approved.
GETTING MORE INFORMATION
20. Are there more details about the Settlement?

This Notice summarizes the proposed Settlement. The complete Settlement is set forth in
the Settlement Agreement. You may obtain a copy of the Settlement Agreement by viewing or
downloading it from the Settlement Website at www.____.com.

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

13
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 75 of 95

21. How do I get more information?

You can contact the Settlement Administrator toll-free at [800 number] visit
www.____.com for more information regarding the Settlement. The Agreement and all other
pleadings and papers filed in the case are also available for inspection and copying during regular
business hours at the office of the Clerk of the United States District Court for the District of
Minnesota located at Diana E. Murphy U.S. Courthouse, 300 South Fourth Street, Suite 202,
Minneapolis, MN 55415.
[END]

Questions? Please visit www.___.com or call 1 (800)___.

Do not call the Company or the Court as they cannot answer your questions.

14
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 76 of 95

To: [Class Member Email Address]

From: UnitedHealth Group ERISA - Settlement Administrator

Subject: Notice of Class Action Settlement – Snyder v. UnitedHealth Group

Notice ID: <<Notice ID>>

To Whom It May Concern:

If you are or were a participant in the UnitedHealth Group 401(k)

Savings Plan (the “Plan”) who invested in the Wells Fargo Target Date
Funds (formerly the Wells Fargo Dow Jones Target Date Funds) (“Wells
Fargo Target Date Funds) at any time from April 23, 2015 to the present,
you may be part of a $69 million class action settlement.

A Court authorized this Notice. This is not a solicitation from a lawyer.

Your legal rights are affected whether you act or do not act. The Class Notice containing
details about the settlement is available at (insert hyper link)

Your rights may be affected by this Settlement, and you may be entitled to share in
the proceeds of the Settlement.

Please read the Class Notice carefully and be aware of the deadlines therein,
including deadlines to elect form of payment, to object, or to request to appear at the
Fairness Hearing before the Court.

Additional information, including Court documents, deadlines, and information on

payment, is available at www._____________

Sincerely,

UnitedHealth Group ERISA Settlement - Settlement Administrator

info@_____________
1-___-___-____
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 77 of 95

«ScanString»
Postal Service: Please do not mark barcode

Claim#: «ID______»

«FirstName» «LastName»

«Address1»

«Address2»

«City», «StateCd» «Zip»

«CountryCd»
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 78 of 95

Notice of Settlement of Class Action

If you are or were a participant in the UnitedHealth Group 401(k) Savings Plan who invested in the Wells Fargo Target Date Funds (formerly the
Wells Fargo Dow Jones Target Date Funds) at any time from April 23, 2015, to the present, you may be part of a class action settlement.

A Court authorized this Notice. This is not a solicitation from a lawyer.

Your legal rights are affected whether you act or do not act. The Class Notice containing details about the settlement is available at
www.______________

Your rights may be affected by this Settlement, and you may be entitled to share in the proceeds of the Settlement even if you no longer participate in the
UnitedHealth Group 401(k) Savings Plan.

Please read the Class Notice carefully and be aware of the deadlines therein, including deadlines to elect form of payment, to object, or to request to appear
at the Fairness Hearing before the Court.

Additional information, including Court documents and deadlines, is available at www.___________

Sincerely,

Settlement Administrator

Info@________________

1-___-___-____
CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 79 of 95

EXHIBIT
EXHIBIT A-2
CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 80 of 95

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

KIM SNYDER, on behalf of)

herself and all others similarly
)
situated, )
) Case No. 0:21-cv-01049
Plaintiff, ) (JRT/DJF)
)
v. ) CLASS ACTION
)
UNITEDHEALTH GROUP, INC., ) FORMER PARTICIPANT
et al. ) ROLLOVER FORM

Defendants. EXHIBIT A-2

 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 81 of 95

UnitedHealth Group ERISA Settlement Administrator

P.O. Box [number] [City, State, ZIP]
www.________.com

FORMER PARTICIPANT ROLLOVER FORM

JOHN Q CLASSMEMBER Claim Number: 1111111

123 MAIN ST APT 1
ANYTOWN, ST 12345

This Former Participant Rollover Form is ONLY for Class Members who are Former Participants, or the beneficiaries or alternate payees of Former
Participants (all of whom will be treated as Former Participants). A Former Participant is a Class Member who does not have a Plan account with a
balance greater than $0.00 as of the date of the Preliminary Approval Order.

Former Participants that would like to elect to receive their settlement payment through a rollover to a qualified retirement account must complete and
sign this form on or before 45 days before Fairness Hearing, , 202_. Please review the instructions below carefully. Former Participants who
do not timely complete this form will receive their settlement payment by a check payable to them. If you have questions regarding this form,
you may contact the Settlement Administrator as indicated below:

www._______.com OR CALL [PHONE NUMBER]

PART 1: INSTRUCTIONS FOR COMPLETING FORMER PARTICIPANT ROLLOVER FORM

************************************************************************************************************************
If you would like to receive your settlement payment through a rollover to a qualified retirement account, complete this rollover form. You
should also keep a copy of all pages of your Former Participant Rollover Form, including the first page with the address label, for your
records.

Complete your Former Participant Rollover Form on or before 45 days before the Fairness Hearing, on _____, 202_, by
following the instructions for online submission at www.____.com or mailing this form to the Settlement Administrator at the
following address:

UnitedHealth Group ERISA Settlement Administrator

P.O. Box [number] [City, State, ZIP]
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 82 of 95

It is your responsibility to ensure the Settlement Administrator has timely received your Former Participant Rollover Form.

Other Reminders:
You must provide your date of birth, social security number, signature, and a completed Substitute IRS Form W-9, which is attached as part 5
to this form.
If you desire to do a rollover and you fail to complete all of the rollover information in Part 4, below, payment will be made to you by check.
If you change your address after sending in your Former Participant Rollover Form, please provide your new address to the Settlement
Administrator.

Timing of Payments to Eligible Class Members. The timing of the distribution of the settlement payments is conditioned on several matters,
including the Court’s final approval of the Settlement and any approval becoming final and no longer subject to any appeals in any court. An
appeal of the final approval order may take several years. If the Settlement is approved by the Court, and there are no appeals, the Settlement
distribution likely will occur within six months of the Court's Final Approval Order.

Questions? If you have any questions about this Former Participant Rollover Form, please call the Settlement Administrator at [phone number].
The Settlement Administrator will provide advice only regarding completing this form and will not provide financial, tax or other advice concerning
the Settlement. You therefore may want to consult with your financial or tax advisor. Information about the status of the approval of the Settlement
and the Settlement administration is available on the settlement website, www._____.com.

You are eligible to receive a payment from a class action settlement. The Court has preliminarily approved the class settlement of Snyder v.
UnitedHealth Group, Inc., et al., Civil No. 21-1049 (JRT/DJF). That settlement provides allocation of monies to the individual accounts of certain
persons who participated in the UnitedHealth Group 401(k) Savings Plan (“Plan”) at any time between April 23, 2015 and the present (“Class
Members”). Class Members who had a Plan account with a balance greater than $0.00 during the Class Period but who do not have a Plan
account with a balance greater than $0.00 as of [date] (“Former Participants”) will receive their allocations in the form of a check or in the form of
a rollover if and only if they complete a valid Former Participant Rollover Form on or before 45 days before Fairness Hearing, ____, 202_, to
with the required information to effectuate the rollover. For more information about the Settlement, please see the Notice of Settlement of Class
Action, visit www.______.com, or call [phone number].

Because you are a Former Participant in the Plan, you must decide whether you want your payment (1) sent payable to you directly by check or (2) to
be rolled over into another eligible retirement plan or into an individual retirement account (“IRA”). To elect a rollover, please complete this Former
Participant Rollover Form on or before 45 days before Fairness Hearing, ____, 202_. If you do not return this form, your payment will be sent to you
directly by check.
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 83 of 95

PART
PART 2:2: PARTICIPANT
PARTICIPANT INFORMATION
INFORMATION

First Name Middle Last Name

LITITITTTITTt
ttt) LJ CLL TTT ITT ttt tt itt
Mailing Address

LILI TIT ttt ti tt titi te ee ee ET

City State Zip Code

LITT TET T ET eet ttt te ety ete et tt} LE LLL ey

Home Phone Work Phone or Cell Phone

Participant's Social Security Number Participant's Date of Birth

WEL Lt) RLLIR-LELL

M D D Yi Wi ¥ OY,
Email Address

EEE IE Lt | Lit iT ty tt te ti tt

2
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 84 of 95

[FORMER PARTICIPANT ROLLOVER FORM CONTINUES ON THE NEXT PAGE]

PART 3: BENEFICIARY OR ALTERNATE PAYEE INFORMATION (/F APPLICABLE)

O Check here if you are the surviving spouse or other beneficiary for the Former Participant and the Former Participant is deceased.
Documentation must be provided showing your current authority to file on behalf of the deceased. Please complete the information below
and then continue on to Parts 4 and 5 on the next page.

CJ Check here if you are an alternate payee under a qualified domestic relations order (QDRO). The Settlement Administrator may contact you with
further instructions. Please complete the information below and then continue on to Parts 4 and 5 on the next page.

First Name Middle Last Name

LTT TTT tt ttt) LF CLL ttt ttt ttt tty

Mailing Address

LETT TET PT EET PTT ET TET TEE EE TT

City State Zip Code

LETT TET TE TEEPE EET Tee eT TTT Ty LE CELE

Home Phone Work Phone or Cell Phone

LL} LEE} LEE]

Participant's Social Security Number Participant’s Date of Birth

LIL}
LL} LLLE LUE} LEI LLL
Email Address YY
LET TTI TTT Tit tet tf LL | L | PLETE
TT ety tI
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 85 of 95

PART 4: PAYMENT ELECTION

Direct Rollover to an Eligible Plan — Check only one box below and complete the Rollover Information Section below:

[]_ Government [1] 401(a/401(k) [] 403(b)

457(b)
C] Direct Rollover to a Roth IRA (subject to ordinary income tax)
LJ Direct Rollover to a
Traditional IRA

Rollover Information:
Company or Trustee’s Name
(to whom the check should
be made payable)

LETTE TTT TTT E Py TET eee ee EEE EEE TT EET YT I

Company or Trustee’s Mailing Address 1

Company or Trustee’s Mailing Address 2

LETTE TTT PTET E Py eet ee EET EE EEE ET TET YY

Company or Trustee’s City State Zip Code

CODELLA TTT TTT TTT TTT TTT) LU) CT

Your Account Number Company or Trustee’s Phone Number
 CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 86 of 95

PART 5: SIGNATURE, CONSENT, AND SUBSTITUTE IRS FORM W-9

UNDER PENALTIES OF PERJURY UNDER THE LAWS OF THE UNITED STATES OF AMERICA, I CERTIFY THAT ALL OF THE INFORMATION
PROVIDED ON THIS FORMER PARTICIPANT ROLLOVER FORM IS TRUE, CORRECT, AND COMPLETE AND THAT I SIGNED THIS FORMER
PARTICIPANT ROLLOVER FORM.

The Social Security number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to back up withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding; and

I am a U.S. person (including a U.S. resident alien).

MM DD YYYY

Participant Signature Date Signed (Required)

Note: If you are subject to backup withholding, you must cross out item 2 above. The IRS does not require your consent to any provision of this
document other than this Form W-9 certification to avoid backup withholding.

5
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EXHIBIT
EXHIBIT B
CASE 0:21-cv-01049-JRT-DJF Doc. 234-4 Filed 12/13/24 Page 88 of 95

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MINNESOTA

KIM SNYDER, on behalf of herself

)
and all others similarly situated,
)
)
Plaintiff, ) Case No. 0:21-cv-01049 (JRT/DJF)
)
v. ) CLASS ACTION
)
UNITEDHEALTH GROUP, INC., et ) [PROPOSED] FINAL JUDGMENT
al. ) AND ORDER OF DISMISSAL
) WITH PREJUDICE
Defendants.
EXHIBIT B
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This matter having come before the Court on Plaintiff’s motion for final approval of a

proposed class action settlement of the above-captioned action (the “Action”) between Plaintiff

Kim Snyder (“Plaintiff”), individually and on behalf of a class of participants in the UnitedHealth

Group 401(k) Savings Plan (the “Plan”); and UnitedHealth Group, Inc. (“United” or the

“Company”), the UnitedHealth Group Employee Benefits Plans Investment Committee (and its

members), John Rex, and David S. Wichmann (collectively, “Defendants”), as set forth in the

Parties’ Settlement Agreement dated December 11, 2024 (the “Settlement Agreement”), and

having duly considered the papers and arguments of counsel, the Court hereby finds and orders as

follows:

WHEREAS, Plaintiff in the Action on her own behalf and on behalf of the Class and the

Plan, on the one hand, and Defendants on the other hand, have entered into the Settlement

Agreement that provides for a complete dismissal with prejudice of all claims asserted in the

Action against Defendants by the Class on the terms and conditions set forth in the Settlement

Agreement, subject to the approval of this Court;

WHEREAS, the capitalized terms not defined in this Final Judgment and Order of

Dismissal with Prejudice (“Final Judgment”) have the same meaning ascribed to them in the

Settlement Agreement;

WHEREAS, by Order dated ____, 202_ (the “Preliminary Approval Order”), this Court:

(1) preliminarily approved the Settlement Agreement; (2) directed notice be given to the Class and

approved the form and manner of Notice; and (3) scheduled a Fairness Hearing;

WHEREAS, due and adequate notice has been given to the Class;

WHEREAS, the Court conducted a hearing on ____, 202_ (the “Fairness Hearing”) to

consider, among other things: (1) whether the proposed Settlement Agreement is fair, reasonable,

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adequate, and in the best interests of the Class and should be finally approved by the Court; (2)

whether Class Counsel’s application for an award of Attorneys’ Fees and Expenses is reasonable

and should be approved; (3) whether Plaintiff’s request for an Incentive Award is reasonable and

should be approved; and (4) whether this Final Judgment should be entered dismissing with

prejudice all claims asserted in the Action against Defendants; and

WHEREAS, the Court having reviewed and considered the Settlement Agreement, all

papers filed and proceedings held herein in this Action in connection with the Settlement, all oral

and written comments received regarding the Settlement, and the record in the Action, and good

cause appearing therefor;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

1. The Court has jurisdiction over the subject matter of the Action, and all matters

relating to the Settlement Agreement, as well as personal jurisdiction over all of the Parties and

each of the Class Members.

2. This Final Judgment incorporates and makes a part hereof: (a) the Settlement

Agreement; and (b) the Notice approved by the Court on ____, 202_.

3. The Court finds that the dissemination of the Notice: (a) was implemented in

accordance with the Preliminary Approval Order; (b) constituted the best notice reasonably

practicable under the circumstances; (c) constituted notice that was reasonably calculated, under

the circumstances, to apprise all Class Members of the pendency of the Action, of the effect of the

Settlement Agreement (including the releases provided for therein), of their right to object to the

Settlement and appear at the Fairness Hearing, of Class Counsel’s application for Attorneys’ Fees

and Expenses, and of Plaintiff’s request for an Incentive Award; (d) constituted due, adequate, and

sufficient notice to all persons or entities entitled to receive notice of the proposed Settlement

Agreement; and (e) satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure,

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the United States Constitution, including the Due Process Clause, and all other applicable law and

rules. In addition, pursuant to the Class Action Fairness Act, 29 U.S.C. §1711, et seq., notice was

provided to the Attorneys General for each of the states in which a Class Member resides and to

the Attorney General of the United States.

4. The Settlement was reviewed by an Independent Fiduciary, _______, who has

[summarize determination].

5. The Court finds [findings regarding any objections].

6. Pursuant to, and in accordance with, Rule 23 of the Federal Rules of Civil

Procedure, this Court hereby fully and finally approves the Settlement Agreement in all respects

including, without limitation, the terms of the Settlement Agreement; the releases provided for

therein; and the dismissal with prejudice of the claims asserted in the Action, and finds that the

Settlement Agreement is, in all respects, fair, reasonable and adequate, and is in the best interests

of Plaintiff and Class Members. The Parties are directed to implement, perform, and consummate

the terms and provisions of the Settlement Agreement.

7. As of the Effective Date, pursuant to Federal Rule of Civil Procedure 54(b), all of

the claims asserted in this Action against Defendants are hereby dismissed with prejudice. The

Parties shall bear their own costs and expenses, except as otherwise expressly provided in the

Settlement Agreement.

8. The terms of the Settlement Agreement and of this Final Judgment shall be forever

binding on Plaintiff, Defendants, and all Class Members, as well as their respective current and

former beneficiaries, heirs, descendants, dependents, administrators, executors, representatives,

predecessors, successors, and assigns.

9. The releases set forth in the Settlement Agreement (the “Releases”), are expressly

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incorporated herein in all respects. The Releases are effective as of the date of the entry of this

Final Judgment. Accordingly, this Court orders that:

(a) Upon the Effective Date, Plaintiff and every Class Member on behalf of

themselves, their heirs, executors, administrators, successors, and assigns, and the Plan (subject to

Independent Fiduciary approval as described in Section 2.2 of the Settlement Agreement) shall,

with respect to each and every Plaintiff’s Released Claims, be deemed to fully, finally and forever

release, relinquish and discharge each and every Plaintiff’s Released Claims (including Unknown

Claims) against any and all of Defendants and the Released Parties, and forever shall be enjoined

from prosecuting any such Plaintiff’s Released Claims.

(b) Upon the Effective Date, Defendants and the Released Parties, on behalf

of themselves and their successors and assigns shall be deemed to fully, finally and forever release,

relinquish and forever discharge each and every Defendants’ Released Claims (including

Unknown Claims), as to Plaintiff, the Class, and Class Counsel, and forever shall be enjoined from

prosecuting any such claims.

(c) Nothing herein shall preclude any action to enforce the Settlement

Agreement.

10. The Court finds and concludes that the Parties and their respective counsel have

complied in all respects with the requirements of Rule 11 of the Federal Rules of Civil Procedure

in connection with the commencement, maintenance, prosecution, defense, and settlement of the

claims asserted in the Action.

11. This Final Judgment, the Preliminary Approval Order, the Settlement Agreement

(whether or not consummated), including the exhibits thereto, the negotiations that led to the

agreement-in-principle reached by the Parties, the negotiation of the Settlement Agreement and its

exhibits, and any papers submitted in support of approval of the Settlement Agreement, and any

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proceedings taken pursuant to or in connection with the Settlement Agreement, including any

arguments proffered in connection therewith:

(a) shall not be offered or received against Defendants or any of the Released

Parties as evidence of, or be construed as or deemed to be evidence of, any presumption,

concession, or admission by Defendants or a Released Party of the truth of any fact alleged by

Plaintiff or the validity of any claim that has been or could have been asserted in the Action or in

any litigation, or the deficiency of any defense that has been or could have been asserted in the

Action or in any litigation, or of any liability, negligence, fault, or wrongdoing on the part of Defendants

or any of the Released Parties;

(b) shall not be offered or received against Defendants or any of the Released

Parties as evidence of a presumption, concession or admission of any fault, misrepresentation or

omission with respect to any statement or written document approved or made by Defendants or

any of the Released Parties;

(c) shall not be offered or received against Defendants or any of the Released

Parties as evidence of a presumption, concession, or admission with respect to any liability,

negligence, fault, or wrongdoing, or in any way referred to for any other reason as against

Defendants or any of the Released Parties, in any other civil, criminal or administrative action or

proceeding, other than such proceedings as may be necessary to effectuate the provisions of the

Settlement Agreement; provided, however, that if the Settlement Agreement is approved by the

Court, Defendants or the Released Parties may refer to it to effectuate the liability protection

granted them hereunder; and

(d) shall not be construed against Defendants or any of the Released Parties as

an admission or concession that the consideration to be given hereunder represents the amount

which could or would have been recovered after trial of the Action.

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12. The Class Representatives and each Class Member shall release Defendants,

Defendants’ Counsel, the Released Parties, and the Plan from any claims, liabilities, and attorneys’

fees and expenses arising from the allocation of the Settlement Amount or Net Settlement Fund

and for all tax liability and associated penalties and interest as well as related attorneys’ fees and

expenses.

13. Without affecting the finality of this Final Judgment in any way, this Court retains

continuing and exclusive jurisdiction over: (a) the Parties for purposes of the administration,

interpretation, implementation and enforcement of the Settlement Agreement; (b) the disposition

of the Settlement Fund; (c) Class Counsel’s application for an award of Attorneys’ Fees and

Expenses and Plaintiff’s request for an Incentive Award; and (d) Class Members for all matters

relating to the Action.

14. A separate order shall be entered on Class Counsel’s application for an award of

Attorneys’ Fees and Expenses and Plaintiff’s request for an Incentive Award. Such order shall in

no way affect or delay the finality of this Final Judgment and shall not affect or delay the Effective

Date of the Settlement.

15. Without further approval from the Court, the Parties are hereby authorized to agree

to and adopt such amendments or modifications of the Settlement Agreement or any exhibits

attached thereto that: (a) are not materially inconsistent with this Final Judgment; and (b) do not

materially limit the rights of Class Members in connection with the Settlement Agreement.

16. If the Settlement Agreement does not go into effect or is terminated as provided

for therein, then this Final Judgment (and any orders of the Court relating to the Settlement

Agreement) shall be vacated, rendered null and void and be of no further force or effect, except as

otherwise provided by the Settlement Agreement.

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17. There is no just reason to delay entry of this Final Judgment as a final judgment

with respect to the claims asserted in the Action. Accordingly, the Clerk of the Court is expressly

directed to immediately enter this Final Judgment pursuant to Federal Rule of Civil Procedure

54(b).

LET JUDGMENT BE ENTERED ACCORDINGLY.

DATED:
THE HONORABLE JOHN R. TUNHEIM
UNITED STATES DISTRICT JUDGE