UnitedHealth Group (UNH)

Item 1.01 Entry into a Material Definitive Agreement.

UnitedHealth Group Incorporated (the "Company") entered into an amendment to its employment agreement with each of the Company's executive officers listed below to eliminate enhanced monetary severance compensation to each executive officer in connection with change-in-control transactions:

Richard H. Anderson - Executive Vice President, UnitedHealth Group and Chief Executive Officer, Ingenix
Tracy L. Bahl - Chief Executive Officer, Uniprise
Patrick J. Erlandson - Chief Financial Officer
William A. Munsell - Chief Executive Officer, Specialized Care Services
Lois E. Quam - Chief Executive Officer, Ovations
Robert J. Sheehy - Chief Executive Officer, UnitedHealthcare
David S. Wichmann - President and Chief Operating Officer, UnitedHealthcare, and Senior Vice President, UnitedHealth Group

The amendments completed implementation of an action announced by the Company's Board of Directors on May 1, 2006.

The above summary is qualified by reference to the complete text of the Forms of Memorandum of Understanding filed herewith as Exhibit 10.1 (which form has been executed by each of the above-named executive officers except Mr. Anderson) and Exhibit 10.2 (which form has been executed by Mr. Anderson), each of which is incorporated in this Item 1.01 by reference.

On October 31, 2006, the Company amended its Executive Savings Plan. The amended plan decreases the maximum salary deferral percentage from 100% to 80%, increases the minimum annual salary threshold for plan participation from $100,000 to $150,000, and brings the plan into compliance with the requirements of Section 409A of the Internal Revenue Code. Under the amendment, existing plan participants will continue to be eligible to participate in the Executive Savings Plan regardless of whether such participants meet the amended minimum annual salary threshold. This summary is qualified by reference to the complete text of the First Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) filed herewith as Exhibit 10.3 and is incorporated in this Item 1.01 by reference.

Also on October 31, 2006, the Company amended its Directors' Compensation Deferral Plan to bring the plan into compliance with the requirements of Section 409A of the Internal Revenue Code. The Second Amendment to UnitedHealth Group Directors' Compensation Deferral Plan (2002 Statement) is filed herewith as Exhibit 10.4 and is incorporated in this Item 1.01 by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On June 26, 2006, the Board of Directors of UnitedHealth Group Incorporated (the "Company") determined that, effective immediately, only annual cash retainers and cash attendance fees for regularly scheduled quarterly board or committee meetings may be converted into nonqualified options to purchase shares of common stock of the Company. Prior to this action and as disclosed in the Company's proxy statement for its 2006 Annual Meeting of Shareholders, each non-employee director of the Company could elect to convert annual cash retainers and all cash board and committee meeting attendance fees, including those for special meetings, into nonqualified options to purchase shares of common stock of the Company. The Board of Directors believes it is more appropriate to pay directors in cash for special meeting attendance fees, rather than provide compensation in option grants.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2006, the Board of Directors of the Company authorized a reduction in compensation of directors by reducing the quarterly grants of non-qualified stock options to non-employee directors from 8,000 shares to 5,000 shares payable on the first business day following the end of the fiscal quarter.

In addition, on May 2, 2006, the Compensation and Human Resources Committee of the Board approved a revised form of Stock Appreciation Rights Award Agreement for officers under the Company's 2002 Stock Incentive Plan, which is attached as an exhibit to this 8-K and incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2006, the Compensation and Human Resources Committee (the "Committee") of the Board of Directors of UnitedHealth Group Incorporated (the "Company") designated certain participants, including all executive officers of the Company, eligible to receive long term performance awards for the 2006-2008 performance period under the Company’s ongoing Executive Incentive Plan. Pursuant to the terms of the Executive Incentive Plan, the Committee also approved target performance awards, maximum performance awards and objective performance goals for the 2005-2007 performance period based on achievement of certain earnings per share amounts. These awards are subject to adjustment based on additional financial and non-financial objectives, such as growth in revenues and operating income, operating cash flows, operating margin, return on equity, quality, integrity and compliance, and timely progress on strategic initiatives.

The Committee also approved revised forms of stock option agreements and restricted stock agreements and approved forms of SAR agreement for officers and directors under the Company’s 2002 Stock Incentive Plan, each of which is attached as an exhibit to this Form 8-K and incorporated herein by reference. The Committee also approved providing substantially all holders of outstanding stock options of the Company the ability to elect to exercise those stock options using a net cashless exercise feature as permitted by the Company’s 2002 Stock Incentive Plan.

Commencing in 2006 and subsequent years, the Board of Directors of the Company authorized a reduction in the quarterly grants of non-qualified stock options to non-employee directors from 10,000 shares to 8,000 shares and reduced the initial one-time grant of non-qualified stock options to new directors from 72,000 shares to 58,000 shares.

Item 1.01. Entry into a Material Definitive Agreement.

On February 2, 2005, the Compensation and Human Resources Committee (the "Committee") of the Board of Directors of UnitedHealth Group Incorporated (the "Company") designated certain participants, including executive officers of the Company, eligible to receive long term performance awards for the 2005-2007 performance period under the Company’s ongoing Executive Incentive Plan. Pursuant to the terms of the Executive Incentive Plan, the Committee also approved target performance awards, maximum performance awards and objective performance goals for the 2005-2007 performance period based on achievement of certain earnings per share amounts. These awards are subject to adjustment based on additional financial and non-financial objectives, such as growth in revenues and operating income, operating cash flows, operating margin, return on equity, quality, integrity and compliance, and timely progress on strategic initiatives.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.