UnitedHealth Group (UNH)

The Board of Directors took the following actions related to the Company’s policy governing the grant of equity awards:

Amended the Compensation Committee charter to remove the delegation of authority to the Chair of the Compensation Committee to grant equity awards to executive officers of the Company.

Amended the Compensation Committee charter to clarify the responsibilities of the Compensation Committee to oversee and administer the Company’s equity incentive compensation plans.

The Company made the following personnel changes during the fourth quarter of 2006:

The Company’s Chief Executive Officer, General Counsel and head of Human Resources left the Company;

The Board of Directors split the roles of CEO and Chairman of the Board an appointed Richard T. Burke to serve nonexecutive Chairman of the Board;

Stephen J. Hemsley was appointed Chief Executive Officer and President of the Company;

G. Mike Mikan was appointed Executive Vice President and Chief Financial Officer of the Company;

Eric S. Rangen was appointed Senior Vice President and Chief Accounting Officer of the Company; and

Karen L. Erickson was appointed Senior Vice President and Controller of the Company.

Certain former and current senior executives of the Company took the following actions:

Executed written agreements to reset the exercise prices of all applicable exercised and unexercised options granted to such executives with stated grant dates between 1994 and 2002 to ensure that there is no potential for financial gain from the incorrect dating of any option.

CEO Stephen J. Hemsley has acted to relinquish the value of all stock options he received for which the vesting and exercisability was suspended in 1999 and reinstated in 2000.

During the fourth quarter of 2006, the Company completed testing to assess the effectiveness of its remedial measures and, based on that testing, concluded that the material weakness in internal control over financial reporting relating to stock option plan administration and accounting for and disclosure of stock option grants was fully remediated and no longer existed as of December 31, 2006.

The Company, together with the previously engaged outside professional services firm, continued to conduct regular testing of controls relating to equity award initiation and modification, equity award approval, equity award administration and equity exercise administration processes and reported the results of its review to the Compensation Committee on a quarterly basis.

The Company further enhanced training and education to ensure that all relevant personnel involved in the administration of stock option grants understand the terms of the Company’s stock option plans and the relevant accounting guidance under generally accepted accounting principles for stock options and other share-based payments.

The Board of Directors took the following actions related to the Company’s policy governing the grant of equity awards:

Amended the Compensation Committee charter to remove the delegation of authority to the Chair of the Compensation Committee to grant equity awards to executive officers of the Company.

Amended the Compensation Committee charter to clarify the responsibilities of the Compensation Committee to oversee and administer the Company’s equity incentive compensation plans.

The Company made the following personnel changes during the fourth quarter of 2006:

The Company’s Chief Executive Officer, General Counsel and head of Human Resources left the Company;

The Board of Directors split the roles of CEO and Chairman of the Board and appointed Richard T. Burke to serve as nonexecutive Chairman of the Board;

Stephen J. Hemsley was appointed Chief Executive Officer and President of the Company;

G. Mike Mikan was appointed Executive Vice President and Chief Financial Officer of the Company;

Eric S. Rangen was appointed Senior Vice President and Chief Accounting Officer of the Company; and

Karen L. Erickson was appointed Senior Vice President and Controller of the Company.

Certain former and current senior executives of the Company took the following actions:

Executed written agreements to reset the exercise prices of all applicable exercised and unexercised stock options granted to such executives with stated grant dates between 1994 and 2002 to ensure that there is no potential for financial gain from the incorrect dating of any option.

CEO Stephen J. Hemsley has acted to relinquish the value of all stock options he received for which the vesting and exercisability were suspended in 1999 and reinstated in 2000.