UnitedHealth Group (UNH)

George L. Mikan III

In April 2006, in connection with his promotion to Senior Vice President of Finance and his increased responsibilities, Mr. Mikan’s base salary was set at $435,000.

In January 2007, we entered into a new employment agreement with Mr. Mikan to serve as Executive Vice President and CFO of the Company. The terms of this agreement were made retroactive to November 7, 2006 when he assumed these functions. In connection with his promotion and his increased responsibilities, Mr. Mikan’s base salary was set at $650,000 which, in accordance with benchmarking data, approximated the median for CFOs at peer group companies.

Mr. Mikan’s annual cash incentive for 2006 (paid in 2007) was $652,000, reflecting an annual cash incentive target of 60% of his base salary as of September 30, 2006 and a payout of 250% of the target amount. This 250% payout exceeds the 200% of target limit that the Compensation Committee

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generally follows. His long-term cash incentive for the 2004-2006 performance period (also paid in 2007) was $96,000, reflecting a pro rata long-term cash incentive target of 50% of his average base salary during the 2004-2006 performance period and a payout of 199% of the target payout.

The Compensation Committee considered a number of factors in determining Mr. Mikan’s 2006 annual and long-term cash incentive awards, including the strong overall Company performance from both a financial and operational perspective, achievement of the second EPS goals for both the annual and long-term cash incentive awards set by the Compensation Committee, Mr. Mikan’s increased responsibilities as Executive Vice President and CFO of the Company, the leadership role that Mr. Mikan played with respect to the restatement of the Company’s historical financial statements arising from the Company’s historic stock option practices and the remediation as of December 31, 2006 of the Company’s material weakness in internal control over financial reporting relating to stock option plan administration and accounting for and disclosure of stock option grants, and Mr. Mikan’s overall contributions to the Company in 2006, and market competitiveness.

In May 2006, in connection with its annual grant of broad-based equity awards to Company employees, the Compensation Committee, after considering recommendations made by management, approved a stock-settled SAR award to Mr. Mikan with respect to 125,000 shares of common stock of the Company.

See the “2006 Summary Compensation Table” and other related compensation tables below for details regarding Mr. Mikan’s 2006 total compensation.