Exhibit 10(gg)
November 6, 2006
Mr. Richard T.
Burke
Chairman of the Board of Directors
UnitedHealth Group Incorporated
9900 Bren Road East
Minnetonka, Minnesota 55343
Dear Mr. Burke:
This letter sets forth my agreement
with UnitedHealth Group Incorporated (the “ Company
”) concerning options to purchase shares of common stock of
the Company granted to me by the Company during the years 1994
through 2002 (the “ Subject Options ”). This
letter agreement will be effective on the date a duly authorized
representative of the Company executes the acceptance at the end of
this letter on behalf of the Company (such date, the “
Effective Date ”).
As the Board of Directors is aware,
I have agreed to the Company’s repricing the Subject Options,
on the terms set forth herein, to ensure that no unintended
advantage accrued to me from the determination of exercise prices
under the Company’s stock option plans from 1994 to 2002.
This letter agreement in no way constitutes an admission of
wrongdoing or an admission of any knowledge that the
Company’s option administration practices were in any way
deficient.
Exhibit A attached to this letter
agreement sets forth a listing of each Subject Option issued to me.
With respect to each Subject Option, Exhibit A includes the stated
grant date, the stated exercise price, the number of shares
underlying the Subject Option and the highest closing price of the
Company’s common stock, as reported by the New York Stock
Exchange, during the calendar year of the stated grant date;
provided, however, with respect to the Subject Options that are
dated February 11, 1997, January 20, 1998 and
February 17, 1999, the highest closing price indicated is the
highest closing price occurring during calendar year 2000 (the
“Adjustment Price”). Exhibit A also indicates the
Subject Options that remain outstanding in full or in part on the
Effective Date (each such Subject Option or portion thereof an
“Outstanding Subject Option” and collectively, the
“Outstanding Subject Options”) and the Subject Options
that I have exercised in full or in part prior to the Effective
Date (each such Subject Option or portion thereof an
“
