UnitedHealth Group (UNH)

Patrick J. Erlandson

The following discussion applies specifically to the Company’s employment agreement with Mr. Erlandson in connection with potential payments to Mr. Erlandson 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 Mr. Erlandson been terminated without Cause or due to a Change in Employment on December 31, 2006, cash payments to Mr. Erlandson would have been equal to the sum of (i) his annual base salary plus (ii) one-half of the total bonus payments made to him for the prior two calendar years, or approximately $688,000. The severance compensation would be payable over a twelve-month period. In addition, Mr. Erlandson would be entitled to a lump sum cash payment in an amount equal to the premiums the Company pays

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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 his severance period, which would be approximately $10,000.