UnitedHealth Group (UNH)

Lois E. Quam

The following discussion applies specifically to the Company’s employment agreement with Ms. Quam in connection with potential payments to Ms. Quam upon termination of employment or a change-in-control. The defined terms used in this section and the terms of the employment agreement are described in greater detail under “Executive Employment Agreements” above.

Termination Without Cause or Change in Employment.    Had Ms. Quam’s employment been terminated without Cause or due to a Change in Employment on December 31, 2006, cash payments to Ms. Quam would have been equal to two times the sum of (i) her annual base salary plus (ii) one-half of the total bonus payments made to her for the prior two calendar years, or approximately $2.3 million. The severance compensation would be payable over a twelve-month period. In addition, Ms. Quam would be entitled to a lump sum cash payment in an amount equal to the premiums the Company pays for employee-only health, dental and group term life insurance coverage, which would be approximately $6,000. The Company would also pay an outplacement firm selected by the Company job search fees during her severance period, which would be approximately $10,000.