UnitedHealth Group (UNH)

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2008, Messrs. Darretta and Leatherdale and Dr. Wilensky served on the Compensation Committee. None of these persons has ever been an officer or employee of the Company or any of our subsidiaries and has no interlocking relationships requiring disclosure under applicable SEC rules.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2007, Messrs. Darretta, Johnson, Leatherdale and Kean and Dr. Wilensky served on the Compensation Committee. Dr. Wilensky served on the Compensation Committee for the entire fiscal 2007. Messrs. Johnson and Kean served on the Compensation Committee through July 2007, at

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which time Messrs. Darretta and Leatherdale were appointed to the Compensation Committee. None of these persons has ever been an officer or employee of the Company or any of our subsidiaries and has no interlocking relationships requiring disclosure under applicable SEC rules.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2006, Messrs. Johnson, Spears and Kean, Dr. Mundinger, Dr. Shalala and Dr. Wilensky served on the Compensation Committee. Mr. Johnson served on the Compensation Committee for the entire fiscal 2006. Mr. Spears and Dr. Mundinger served on the Compensation Committee through April 2006, at which time Dr. Shalala and Dr. Wilensky were appointed to the Compensation Committee. Dr. Shalala served on the Compensation Committee until October 31, 2006, and Mr. Kean was appointed to the Compensation Committee on November 7, 2006. None of these persons has ever been an officer or employee of the Company or any of our subsidiaries and has no interlocking relationships requiring disclosure under applicable SEC rules.

As described under “Corporate Governance – Director Independence” and “Certain Relationships and Transactions” above, on January 30, 2007, Dr. Shalala was deemed to be a non-independent director under the NYSE rules and the Company’s Standards for Director Independence because the Board determined that the Company’s hospital and physician services network relationship with the University of Miami, where Dr. Shalala serves as the president, slightly exceeded 2% of the University of Miami’s consolidated gross revenues for the first time during its last fiscal year.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2005, Messrs. Johnson and Spears and Dr. Mundinger served on the Compensation and Human Resources Committee of our Board of Directors. None of these persons has ever been an officer or employee of the Company or any of our subsidiaries. One of our directors, Robert L. Ryan, served as an executive officer of Medtronic, Inc. until his retirement on April 29, 2005. While Mr. Ryan was still an executive officer of Medtronic, Inc., one of our executive officers, Richard H. Anderson, served as a director and member of the compensation committee of Medtronic.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2004, Messrs. Spears and Johnson and Dr. Mundinger served on the Compensation and Human Resources Committee of our Board of Directors. None of these persons has ever been an officer or employee of the Company or any of our subsidiaries. During 2004, none of our executive officers served as a director or member of the compensation committee (or other committee performing similar functions) of any other entity of which an executive officer served on our Board of Directors or any committee thereof. However, Richard H. Anderson, Chief Executive Officer, Ingenix, who joined our Company in November 2004 and became an executive officer in January 2005, serves as a member of the compensation committee of Medtronic, Inc., a company of which one of our directors, Robert L. Ryan, is an executive officer. Mr. Ryan has publicly announced his retirement from Medtronic, Inc. effective April 29, 2005.

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