UnitedHealth Group (UNH)

Non-compete and Transition Agreements

On November 1, 2007, the Company entered into Non-compete and Transition Agreements (the “Non-compete Agreements”) with each of Richard H. Anderson and Lois E. Quam, former executive officers of the Company.

Under their respective Non-compete Agreements, Mr. Anderson and Ms. Quam agree, for 36 and 24 months, respectively, from their respective dates of termination with the Company (1) not to compete directly or indirectly with the Company, subject to certain exceptions, including involvement with the private equity investment industry, (2) not to recruit or solicit any Company employee or consultant, and (3) not to directly or indirectly solicit any person or entity who was a Company provider or customer within 12 months of their termination date and with whom such executive had contact to further the Company’s business or for whom such executive performed services or supervised the provision of services during his or her employment. In addition, each executive also agrees to release the Company, its subsidiaries, its directors, officers, shareholders, agents and other representatives from all claims such executive may have, known or unknown, against them, except that the release neither waives certain rights the executives have under the Company’s retirement plan and welfare benefits plans, nor waives the executives’ right to file an administrative charge with or participate in an administrative proceeding conducted by any governmental agency concerning their employment.

In consideration of each executive’s commitments under their respective Non-compete Agreements, including the non-competition and non-solicitation obligations, the Company agrees to pay Mr. Anderson and Ms. Quam a lump sum of $2,030,000 and $1,762,000, respectively.