UnitedHealth Group (UNH)

AMENDMENT TO AGREEMENT FOR SUPPLEMENTAL EXECUTIVE RETIREMENT PAY

This Amendment, effective as of November 7, 2006, is made by and between Stephen J. Hemsley (“Executive”) and UnitedHealth Group Incorporated, a Minnesota corporation (“UnitedHealth Group”).

WITNESSETH:

WHEREAS, Executive is currently employed as President and Chief Operating Officer of UnitedHealth Group; and

WHEREAS, the Employment Agreement, originally effective October 13, 1999, between Executive and UnitedHealth Group (“Executive’s Employment Agreement”) provides that UnitedHealth Group will use its best efforts to establish and provide Executive a supplemental retirement benefit plan; and

WHEREAS, UnitedHealth Group and Executive have previously entered into an Agreement for Supplemental Executive Retirement Pay, dated April 1, 2004 (the “SERP”), which satisfies the requirement in Executive’s Employment Agreement for UnitedHealth Group to provide Executive a supplemental retirement benefit plan; and

WHEREAS, UnitedHealth Group and Executive wish to discontinue further accruals to Executive’s supplemental retirement benefit and fix the amount of Executive’s supplemental retirement benefit under the SERP to the amount payable under the SERP as of May 1, 2006; and

WHEREAS, UnitedHealth Group and Executive wish to amend and restate the SERP to comply with Section 409A of the Internal Revenue Code (the “Code”).

NOW, THEREFORE, based on the foregoing and the mutual promises which follow, the parties hereto agree as follows:

1. SUPPLEMENTAL RETIREMENT BENEFIT. The parties hereto hereby agree that the amount of the supplemental retirement benefit payable under the SERP shall be fixed at the amount payable under the SERP as of May 1, 2006 as if Executive’s employment with UnitedHealth Group terminated as of such date. Further the parties hereto agree that the supplemental retirement benefit payable under the SERP based on the provisions of Section 1 of the SERP and the assumptions in the preceding sentence is Ten Million Seven Hundred Three Thousand Two Hundred Twenty Nine and 00/100 Dollars ($10,703,229.00). Accordingly, Section 1.3 of the SERP is hereby amended to read in full as follows:

1.3 Amount of Benefit. The amount of the lump sum amount payable to Executive under this Agreement shall be equal to Ten Million Seven Hundred Three Thousand Two Hundred Twenty Nine and 00/100 Dollars ($10,703,229.00).

2. SECTION 409A COMPLIANCE. Since the SERP was entered into by the parties hereto, Section 409A of the Code was enacted. The parties desire to amend the SERP to comply

with Section 409A of the Code. Accordingly, the parties hereby amend the SERP to add the following new Section 1.6 to the SERP:

1.6 Section 409A Compliance. Notwithstanding any other provisions of this Agreement: (i) if Executive is a “specified employee” under Section 409A of the Code at the time of his separation from service from UnitedHealth Group and all affiliates, the supplemental retirement benefit to which Executive is entitled under Section 1.3 of the Agreement shall be paid within sixty (60) days following the date that is six (6) months and one (1) day following Executive’s separation from service; and (ii) payment shall only be delayed for purposes of maximizing UnitedHealth Group’s federal income tax deduction to the extent permitted under Section 409A of the Internal Revenue Code.

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto on the date set forth below.

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