February 13, 2001

Mr. Stephen J. Hemsley
President and COO
UnitedHealth Group Incorporated
9900 Bren Road East
Minnetonka, Minnesota 55343

Re: Employment Agreement

Dear Steve:

I am writing to confirm the intent and understanding of the Compensation and
Human Resources Committee of the Board of Directors (the "Committee") of
UnitedHealth Group Incorporated (the "Company") as it relates to the annual
stock option grant you are entitled to receive pursuant to Section 2(b) of your
employment agreement with the Company. It is the Committee's intent and
understanding that the minimum option grant set forth in such section shall be
adjusted to reflect any stock splits, consolidations or stock dividends in the
Company's common stock occurring after the effective date of your employment
agreement. Therefore, as a result of the Company's two-for-one stock split that
was payable December 22, 2000, you are currently entitled to receive options to
purchase a minimum of 300,000 shares of the Company's common stock annually.

Sincerely,


William G. Spears
Chairman
Compensation and Human Resources Committee
UnitedHealth Group Incorporated