UnitedHealth Group (UNH)

Board of Director Matters

On October 30, 2007, the Board of Directors of the Company appointed Michele J. Hooper to serve as a director of the Company and a member of the Company’s Nominating and Corporate Governance Committee.

Ms. Hooper, age 56, is Managing Partner of The Directors’ Council, a private company that works with corporate boards to increase their independence, effectiveness and diversity, a firm she co-founded in 2003. From 1999 until 2000, Ms. Hooper was President and Chief Executive Officer of Voyager Expanded Learning, a developer and provider of learning programs and teacher training for public schools. Prior to that, she was President and Chief Executive Officer of Stadtlander Drug Company, Inc., a provider of disease-specific pharmaceutical care, from 1998 until Stadtlander was acquired in 1999. She is also a director of AstraZeneca PLC, PPG Industries, Inc. and Warner Music Group Corp.

Ms. Hooper has not been directly or indirectly involved in any transaction, proposed transaction, or any series of similar transactions with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In addition, Mr. Ryan, who recently joined the Citigroup Inc. Board of Directors, Mr. Kean and Dr. Mundinger, current members of the Board of Directors, will not stand for re-election at the Company’s 2008 annual meeting. The Company continues to actively recruit additional members to serve on the Board of Directors and expects that it will introduce new directors for election at such meeting.

The Board of Directors of the Company also appointed Dannette L. Smith to the separate, dedicated position of Secretary to the Board of Directors. The sole responsibility of the Secretary is to support the activities of the Board of Directors and its committees, including ensuring that the Board of Directors’ activities and recordkeeping are consistent with corporate best practices.