UnitedHealth Group (UNH)

Executive Incentive Plan

As discussed under “Compensation Discussion and Analysis” above, annual cash incentive awards and long-term cash incentive awards are made to our executive officers, including the named executive officers, under our shareholder-approved Executive Incentive Plan. All executives who participate in the Executive Incentive Plan are subject to the same terms and conditions in the event of termination of employment or a change-in-control.

Annual Cash Incentive Awards.    No annual cash incentive award will be paid to an executive who is not actively employed by the Company at the time the award would otherwise be paid, except in the case of death or permanent disability. In the event an executive dies or becomes permanently disabled before the end of a performance period or after the end of a performance period but before the award is paid, the Compensation Committee may, in its discretion, determine that the executive (or the executive’s estate) be paid a pro rated portion of the award that the executive would have received but for the death or disability. Assuming death or disability occurred as of December 31, 2006, the estimated target and maximum annual cash incentive awards to Messrs. Hemsley, Mikan, Anderson, Wichmann and Erlandson and Ms. Quam would have been the estimated target and maximum annual cash incentive amounts specified under the column (d) and column (e) of the “2006 Grants of Plan-Based Awards” table. See the “2006 Grants of Plan-Based Awards” table and the accompanying note (5) to the table for details.

Long-Term Cash Incentive Awards.    No long-term cash incentive awards will be paid to an executive who is not actively employed by the Company at the time the award would otherwise be paid, except in the case of death or permanent disability. In the event an executive dies or becomes permanently disabled before the end of a performance period or after the end of a performance period but before the award is paid, the Compensation Committee may, in its discretion, determine that the executive (or the executive’s estate) be paid a pro rated portion of the award that the executive would have received but for the death or disability. In such event, the pro rationing will be based on the portion of the performance period prior to death or disability, and the measurement of Company and executive performance will be based on performance through the end of the fiscal year of the Company which ends closest to the executive ‘s date of death or disability.

In the event of a change-in-control, the Company or its successor must pay each executive (or credit to the executive’s account in the Company’s Executive Savings Plan if a timely deferral election is in effect) a pro rated portion of the maximum long-term cash incentive award for which the executive

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is eligible for each performance period within 90 days of the occurrence. A change-in-control for this purpose generally means any of the following events: (i) the acquisition of 20% or more of the Company’s outstanding common stock or combined voting power of the Company’s outstanding voting securities in a transaction or series of transactions not approved in advance by a vote of at least three-quarters of the Continuing Directors (as described below), (ii) if individuals who, as of January 1, 2002 constitute the Board of Directors (including Continuing Directors) cease for any reason to constitute at least a majority, (iii) approval by the shareholders of a reorganization, merger, consolidation, liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company not approved in advance by a vote of at least three-quarters of the Continuing Directors (as described below), (iv) the first purchase under any tender offer or exchange offer pursuant to which shares of the Company’s common stock are purchased, or (v) at least a majority of the Continuing Directors determine in their sole discretion that there has been a change-in-control of the Company. A director as of January 1, 2002 or any person becoming a director subsequent to January 1, 2002 whose nomination for election was approved in advance by a vote of at least three-quarters of the Continuing Directors is deemed to be a “Continuing Director.”

Assuming death or disability occurred as of December 31, 2006, the target long-term cash incentive awards to Messrs. Hemsley, Mikan, Anderson, Wichmann and Erlandson and Ms. Quam for the 2004-2006 performance period would have been approximately $510,000, $48,000, $215,000, $241,000, $227,000 and $219,000, respectively, and the maximum long-term cash incentive awards to Messrs. Hemsley, Mikan, Anderson, Wichmann and Erlandson and Ms. Quam for the 2004-2006 performance period would have been approximately $1,019,000, $97,000, $431,000, $482,000, $453,000 and $438,000, respectively. The Compensation Committee also has the discretion to pay a pro rata award for the 2005-2007 and the 2006-2008 performance periods. Assuming death or disability occurred as of December 31, 2006 and that the Compensation Committee exercised this discretion, the pro rated maximum long-term cash incentive awards to Messrs. Hemsley, Mikan, Anderson, Wichmann and Erlandson and Ms. Quam for the 2005-2007 performance period would have been approximately $673,000, $106,000, $404,000, $327,000, $310,000 and $298,000, respectively, and for the 2006-2008 performance period would have been approximately $340,000, $106,000, $204,000, $166,000, $155,000 and $160,000, respectively.

Assuming a change-in-control occurred as of December 31, 2006, the pro rated maximum long-term cash incentive awards to Messrs. Hemsley, Mikan, Anderson, Wichmann and Erlandson and Ms. Quam for all performance periods would have been $2,032,000, $309,000, $1,039,000, $975,000, $918,000 and $897,000, respectively. These amounts are based on the executives’ actual base compensation earned during 2005 and 2006, with no projected base compensation assumed for 2007.