UnitedHealth Group (UNH)

Board Committees

The Board of Directors has established four standing committees: the Audit Committee, the Compensation and Human Resources Committee (the “Compensation Committee”), the Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Public Policy Strategies and Responsibility Committee (the “Public Policy Strategies Committee”). These committees help the Board of Directors fulfill its responsibilities and assist the Board of Directors in making informed decisions. Each committee operates under its own written charter, and evaluates its charter and conducts a committee performance evaluation annually.

In addition, during 2006, the Board of Directors formed a Special Litigation Committee, consisting of two former Minnesota Supreme Court Justices with no prior affiliation with the Company, to investigate the claims raised in the shareholder derivative actions and demands related to the Company’s historical option granting practices.

Audit Committee

The Audit Committee consists of Messrs. Ballard (Chair), Darretta and Renwick, each of whom is an independent director under the NYSE listing standards and the SEC rules. The Board of Directors

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has determined that Messrs. Ballard, Darretta and Renwick are “audit committee financial experts” as defined by the SEC rules. The Audit Committee has responsibility for the selection and retention of the independent registered public accounting firm, and assists the Board of Directors by overseeing financial reporting, public disclosure and compliance activities. The Audit Committee operates as a direct line of communication between the Board of Directors and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel. The Audit Committee held eight regular meetings and two special meetings in 2008.

Compensation and Human Resources Committee

The Compensation Committee consists of Messrs. Leatherdale (Chair) and Darretta and Dr. Wilensky, each of whom is an independent director under the NYSE listing standards, a non-employee director under the SEC rules and an outside director under the Internal Revenue Code of 1986 (the “Internal Revenue Code”). The Compensation Committee is responsible for overseeing our policies and practices related to total compensation for executive officers and the administration of our incentive and equity-based plans. The Compensation Committee also negotiates and administers our employment arrangements with our CEO and other executive officers, conducts an annual performance review of the CEO, and reviews and monitors director compensation programs and the Company’s stock ownership guidelines. The Compensation Committee held four regular meetings and four special meetings in 2008.

Nominating and Corporate Governance Committee

The Nominating Committee consists of Ms. Hooper (Chair) and Messrs. Ballard and Leatherdale, each of whom is an independent director under the NYSE rules. The Nominating Committee’s duties include identifying and nominating individuals to be proposed for election as directors at each Annual Meeting or to fill board vacancies, conducting the director and Board evaluation process, evaluating the categorical standards which the Board of Directors uses to determine director independence, and monitoring and evaluating corporate governance. The Nominating Committee held four regular meetings and two special meetings in 2008.

Public Policy Strategies and Responsibility Committee

The Public Policy Strategies and Responsibility Committee consists of Dr. Wilensky (Chair), Ms. Hooper and Dr. Shine. The Public Policy Strategies and Responsibility Committee, formed in May 2006, is responsible for assisting the Board of Directors in fulfilling its responsibilities relating to the Company’s public policy, government relations, community and charitable activities and social responsibilities. The Public Policy Strategies Committee held three regular meetings and one special meeting in 2008.

Special Litigation Committee

The Special Litigation Committee consisted of the Hon. Edward Stringer and the Hon. Kathleen Blatz, former Justice and former Chief Justice, respectively, of the Minnesota Supreme Court. They are not members of the Board of Directors. The Special Litigation Committee was responsible for investigating the claims raised in the shareholder derivative actions and demands related to the Company’s historical option granting practices, and for determining whether any claims should be pursued. The Special Litigation Committee was completely independent of the Board of Directors and

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the Company. On December 6, 2007, the Special Litigation Committee concluded its review of claims relating to the Company’s historical stock option practices and published a report which is described in “Note 15 to Consolidated Financial Statements” included in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

Board Committees

The Board of Directors has established four standing committees: the Audit Committee, the Compensation and Human Resources Committee (the “Compensation Committee”), the Nominating and Corporate Governance Committee (the “Nominating Committee”) and the Public Policy Strategies and Responsibility Committee (the “Public Policy Strategies Committee”). These committees help the Board fulfill its responsibilities and assist the Board in making informed decisions. Each committee operates under its own written charter, and evaluates its charter and conducts a committee performance evaluation annually. The full text of each of the committee charters, as approved by the Board, is available at www.unitedhealthgroup.com, or in print, without charge, to any shareholder who sends a request c/o UnitedHealth Group Incorporated, P.O. Box 1230, Minneapolis, Minnesota 55440-1230, Attention: Secretary to the Board of Directors.

In addition, during 2006, the Board formed an Independent Committee to conduct a review of the Company’s historical stock option practices and a Special Litigation Committee, consisting of two former Minnesota Supreme Court Justices with no prior affiliation with the Company, to investigate the claims raised in the shareholder derivative actions and demands related to the Company’s historical option granting practices.

Audit Committee

The Audit Committee consists of Messrs. Ballard (Chair), Darretta and Johnson, each of whom is an independent director under the NYSE and the SEC rules. The Board has determined that Messrs. Ballard, Darretta and Johnson are “audit committee financial experts” as defined by the SEC and NYSE rules. The Audit Committee has responsibility for the selection and retention of the independent registered public accounting firm, and assists the Board by overseeing financial reporting, public disclosure and compliance activities. The Audit Committee operates as a direct line of communication between the Board and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel. The Audit Committee held five regular meetings and six special meetings in 2007. As described under “Election of Directors” above, Mr. Johnson is not seeking re-election and his term as a director will expire effective at the 2008 Annual Meeting.

Compensation and Human Resources Committee

The Compensation Committee consists of Dr. Wilensky (Chair) and Messrs. Darretta and Leatherdale, each of whom is an independent director under the NYSE rules, a non-employee director under the SEC rules, and an outside director under the Internal Revenue Code of 1986 (the “Internal

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Revenue Code”). The Compensation Committee is responsible for overseeing our policies and practices related to total compensation for executive officers and the administration of our incentive and equity-based plans. The Compensation Committee also negotiates and administers our employment arrangements with our CEO and other executive officers, conducts the annual performance reviews for the CEO and other executive officers, and reviews and monitors director compensation programs and the Company’s stock ownership guidelines. The Compensation Committee held four regular meetings and two special meetings in 2007.

Nominating and Corporate Governance Committee

The Nominating Committee consists of Mr. Leatherdale (Chair), Mr. Ballard, Ms. Hooper and Drs. Mundinger and Wilensky, each of whom is an independent director under the NYSE rules. As described under “Election of Directors” above, Dr. Mundinger is not seeking re-election. Accordingly, her term as a director will expire effective at the 2008 Annual Meeting. The Nominating Committee’s duties include identifying and nominating individuals to be proposed for election as directors at each Annual Meeting or to fill board vacancies, conducting the director and Board evaluation process, evaluating the categorical standards which the Board uses to determine director independence, and monitoring and evaluating corporate governance. The Nominating Committee held four regular meetings and one special meeting in 2007.

Public Policy Strategies and Responsibility Committee

The Public Policy Strategies Committee consists of Messrs. Johnson (Chair), Kean, and Ryan and Dr. Mundinger. As described under “Election of Directors” above, Messrs. Johnson, Kean and Ryan and Dr. Mundinger are not seeking re-election. Accordingly, their terms as directors will expire effective at the 2008 Annual Meeting. The Public Policy Strategies Committee, formed in May 2006, is responsible for assisting the Board in fulfilling its responsibilities relating to the Company’s public policy, government relations, community and charitable activities and social responsibility. The Public Policy Strategies Committee held three regular meetings and no special meetings in 2007.

Independent Committee

The Independent Committee consists of Messrs. Johnson (Chair), Burke and Leatherdale. The Independent Committee was responsible for conducting the review of the Company’s historical stock option practices. The Independent Committee held no meetings in 2007.

Special Litigation Committee

The Special Litigation Committee consisted of the Hon. Edward Stringer and the Hon. Kathleen Blatz, former Justice and former Chief Justice, respectively, of the Minnesota Supreme Court. They are not members of the Board. The Special Litigation Committee was responsible for investigating the claims raised in the shareholder derivative actions and demands related to the Company’s historical option granting practices, and determining whether any claims should be pursued. The Special Litigation Committee was completely independent of the Board and the Company. On December 6, 2007, the Special Litigation Committee concluded its review of claims relating to the Company’s historical stock option practices and published a report, which is described in “Note 13 to Consolidated Financial Statements” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

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Board Committees

The Board of Directors has established four standing committees: an Audit Committee; a Compensation and Human Resources Committee (Compensation Committee); a Nominating and Corporate Governance Committee (Nominating Committee); and a Public Responsibility Committee. These committees help the Board fulfill its responsibilities and assist the Board in making informed decisions as to the Company’s operations. Each committee operates under its own written charter, and evaluates its charter and conducts a committee performance evaluation on an annual basis. The full text of each of the committee charters, as approved by the Board, is set forth on our website at www.unitedhealthgroup.com.

In addition, during 2006, the Board formed an Independent Committee to conduct a review of the Company’s historic stock option practices and a Special Litigation Committee, consisting of two former

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Minnesota Supreme Court Justices with no prior affiliation with the Company, to investigate the claims raised in the shareholder derivative actions and demands related to the Company’s historic option granting practices.

Audit Committee

The Audit Committee consists of Messrs. Ballard (Chair), Johnson and Leatherdale, each of whom is an independent director under the NYSE and the SEC rules. The Board has determined that Messrs. Ballard, Johnson and Leatherdale are “audit committee financial experts” as defined by the SEC and NYSE rules. The Audit Committee has sole responsibility for the selection and retention of the independent registered public accounting firm, and assists the Board by overseeing financial reporting, public disclosure and compliance activities. The Audit Committee operates as a direct line of communication between the Board and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel. The Audit Committee held eight regular meetings and twelve special meetings in 2006.

Compensation and Human Resources Committee

The Compensation Committee consists of Messrs. Johnson (Chair) and Kean and Dr. Wilensky, each of whom is an independent director under the NYSE rules, a non-employee director under the SEC rules, and an outside director under the Internal Revenue Code. The Compensation Committee is responsible for overseeing our policies and practices related to total compensation for executives and the administration of our incentive and equity-based plans. The Compensation Committee also negotiates and administers our employment arrangements with our CEO and other executive officers, conducts the annual performance reviews for the CEO and other executive officers, and reviews and monitors director compensation programs and the Company’s stock ownership guidelines. The Compensation Committee held three regular meetings and three special meetings in 2006.

Nominating and Corporate Governance Committee

The Nominating Committee consists of Dr. Wilensky (Chair), Mr. Leatherdale and Dr. Mundinger, each of whom is an independent director under the NYSE rules. The Nominating Committee’s duties include identifying and nominating individuals to be proposed for election as directors at each Annual Meeting or to fill board vacancies, conducting the director and Board evaluation process, evaluating the categorical standards which the Board uses to determine director independence, and monitoring and evaluating corporate governance. The Nominating Committee held two regular meetings and no special meetings in 2006.

Public Responsibility Committee

The Public Responsibility Committee consists of Messrs. Kean (Chair) and Ryan and Dr. Shalala. As described under “Election of Directors” above, Dr. Shalala is not seeking re-election. Accordingly, her term as a director will expire effective at the 2007 Annual Meeting. The Public Responsibility Committee, formed in May 2006, is responsible for the development of guidelines and procedures for ethical and legal compliance, ensuring adequate guidance, reporting and investigation processes, monitoring compliance with Company guidelines and ethics policies, and reviewing Company policies in furtherance of our corporate social responsibilities. The Public Responsibility Committee held one regular meeting and one special meeting in 2006.

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Independent Committee

The Independent Committee consists of Messrs. Johnson (Chair), Burke and Leatherdale. The Independent Committee was responsible for conducting the review of the Company’s historic stock option practices. The Independent Committee held 16 special meetings in 2006.

Special Litigation Committee

The Special Litigation Committee consists of the Hon. Edward Stringer and the Hon. Kathleen Blatz, former Justice and former Chief Justice, respectively, of the Minnesota Supreme Court, but who are not members of the Board. The Special Litigation Committee is responsible for investigating the claims raised in the shareholder derivative actions and demands related to the Company’s historic option granting practices, and determining whether any claims should be pursued. The Special Litigation Committee is completely independent of the Board and the Company.