UnitedHealth Group (UNH)

Director Independence

Our Board of Directors has adopted the Company’s Standards for Director Independence, which are attached as Appendix A. The Standards for Director Independence were strengthened in 2006 to exceed the standards set by the SEC and the NYSE.

Our Board of Directors has affirmatively determined that each of William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, Michele J. Hooper, Douglas W. Leatherdale, Glenn M. Renwick, Kenneth I. Shine, M.D. and Gail R. Wilensky, Ph.D. is “independent” under the NYSE rules and the Company’s Standards for Director Independence and that these directors have no material relationships with the Company.

In determining independence, the Board of Directors considered, among other factors, all of the business relationships between the Company and our directors and nominees, their immediate family members (as defined by the NYSE) or their affiliated companies. In particular, the Board of Directors considered whether any director or any nominee was a partner, significant shareholder or executive officer of an organization that has a relationship with the Company, and charitable contributions that the Company or its affiliates made to organizations with which such directors or nominees are or have been associated. With respect to each of the most recent three fiscal years, the Board of Directors evaluated the following relationships and determined that such relationships did not impair the directors’ exercise of independent judgment:

The Company’s President and CEO, Stephen J. Hemsley, is not an independent director.

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In fiscal 2008, James A. Johnson, Thomas H. Kean, Mary O. Mundinger, Dr.P.H. and Robert L. Ryan also served as independent directors until their retirement from the Board of Directors on June 5, 2008. In determining their independence, the Board of Directors considered the relationships discussed in our 2008 proxy statement and determined that such relationships did not impair the directors’ exercise of independent judgment.

Director Independence

Our Board of Directors has adopted the Company’s Standards for Director Independence, which are available on our website. The Standards for Director Independence were strengthened in 2006 to exceed the standards set by the SEC and the NYSE.

Our Board of Directors has affirmatively determined that each of William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, Michele J. Hooper, James A. Johnson, Thomas H. Kean, Douglas W. Leatherdale, Mary O. Mundinger, Dr.P.H., Robert L. Ryan, and Gail R. Wilensky, Ph.D. is “independent” under the NYSE rules and the Company’s Standards for Director Independence and that these directors have no material relationships with the Company. In addition, our Board of Directors has affirmatively determined that Glenn M. Renwick will be “independent” under the NYSE rules and the Company’s Standards for Director Independence upon election and that Mr. Renwick has no material relationships with the Company.

In determining independence, the Board considered, among other factors, all of the business relationships between the Company and our directors and nominees, their immediate family members (as defined by the NYSE) or their affiliated companies. In particular, the Board considered whether any director or any nominee was a partner, significant shareholder or executive officer of an organization that has a relationship with the Company, and charitable contributions that the Company or its affiliates made to organizations with which such directors or nominees are or have been associated. With respect to each of the most recent three fiscal years, the Board evaluated for each of Messrs. Burke, Kean and Leatherdale and Dr. Mundinger the annual amount of payments for goods or services between the Company and the organization where the director (and/or a member of the director’s immediate family) is a significant shareholder or serves as an executive officer, and determined that such payments for goods or services amounted to less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during all relevant years. With respect to Messrs. Kean, Leatherdale and Ryan, the Board also considered the amount of the Company’s charitable contributions to organizations where such director serves as an executive officer, director or trustee or with which the director had been associated, and determined that the Company’s contributions constituted less than the greater of $1 million or 2% of the organization’s consolidated gross revenues during all relevant years. The Board determined that these relationships did not impair the independence of any of these directors.

The Board also considered relationships between the Company and organizations on which our outside directors serve as directors. The Board determined that such directors did not have an indirect material interest in the applicable relationships and the relationships did not impede those directors’ exercise of independent judgment.

The Company’s President and CEO, Stephen J. Hemsley, is a non-independent director.

Robert L. Ryan was also deemed a non-independent director under the NYSE rules and the Company’s Standards for Director Independence for a portion of 2007 because until April 29, 2005, he was an executive officer of Medtronic, Inc. where one of our former executive officers served as a director and a member of the compensation committee. In connection with the resignation by this former executive officer, our Board determined in October 2007 that Mr. Ryan was independent under the NYSE rules and the Company’s Standards for Director Independence.

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Director Independence

Our Board of Directors has adopted the Company’s Standards for Director Independence, which are available on our website. The Standards for Director Independence were amended in 2006 to effectuate the applicable corporate governance reforms specified under “Recent Corporate Governance Initiatives” above.

Our Board of Directors has affirmatively determined that each of William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, James A. Johnson, Thomas H. Kean, Douglas W. Leatherdale, Mary O. Mundinger, Dr.P.H., and Gail R. Wilensky, Ph.D. is “independent” under the NYSE rules and the Company’s Standards for Director Independence and that these directors have no material relationships with the Company.

In determining independence, the Board considered, among other things, all of the business relationships between the Company and our directors or their affiliated companies. In particular, the Board considered whether any director was a partner, significant shareholder or executive officer of an organization that has a relationship with the Company, and charitable contributions that the Company or its affiliates made to organizations with which such directors are or have been associated. With respect to each of the most recent three completed fiscal years, the Board evaluated for each of Messrs. Burke, Darretta and Leatherdale and Dr. Mundinger the annual amount of payments for goods or services between the Company and the organization where such director (and/or a member of such director’s immediate family) is a significant shareholder or serves as an executive officer, and

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determined that such payments for goods or services amounted to less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during all relevant years. In addition, with respect to Messrs. Kean and Leatherdale, the Board considered the amount of the Company’s charitable contributions to organizations where such director serves as an executive officer, director or trustee or with which such director had been associated, and determined that the Company’s contributions constituted less than the greater of $1 million or 2% of the organization’s consolidated gross revenues during all relevant years. The Board determined that such relationships did not impair the independence of any of these directors.

The Board also considered relationships between the Company and organizations on which our outside directors serve as directors. The Board determined that such directors did not have an indirect material interest in the applicable relationships and the relationships did not impede such directors’ exercise of independent judgment.

The Company’s President and CEO, Stephen J. Hemsley, is a non-independent director. Robert L. Ryan is also deemed a non-independent director under the NYSE rules and the Company’s Standards for Director Independence because until April 29, 2005, he was an executive officer of Medtronic, Inc. where one of our executive officers, Richard H. Anderson, serves as a director and a member of the compensation committee. In accordance with the three-year time frame for such relationships being considered disqualifying for independence purposes under the NYSE rules and the Company’s Standards for Director Independence, Mr. Ryan will no longer be disqualified from being deemed “independent” on April 29, 2008. On January 30, 2007, Donna E. Shalala, Ph.D. was also deemed 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, exceeded 2% of the University of Miami’s consolidated gross revenues for the first time during its last fiscal year. See “Certain Relationships and Transactions” below for additional details.

Director Independence

The Board of Directors has determined that the following directors are “independent” under the rules of the New York Stock Exchange, and that such directors have no material relationship with the Company: William C. Ballard, Jr., Richard T. Burke, James A. Johnson, Thomas H. Kean, Douglas W. Leatherdale, Mary O. Mundinger, Donna E. Shalala, William G. Spears, and Gail R. Wilensky. The Company’s Chief Executive Officer, Dr. William W. McGuire, and President, Mr. Stephen J. Hemsley, are both non-independent directors. Mr. Robert L. Ryan is also deemed a non-independent director under the Rules of the New York Stock Exchange because until April 29, 2005, he was an executive officer of a company, Medtronic, Inc., on which one of our executive officers, Richard H. Anderson, serves as a member of the compensation committee. In accordance with New York Stock Exchange rules, Mr. Ryan will again be deemed “independent” on April 29, 2008. The Board of Directors has adopted categorical standards of independence to assist the Board in its determination of director independence, and has determined that all directors other than Dr. McGuire, Mr. Hemsley and Mr. Ryan satisfy these categorical standards. The categorical standards are attached as Appendix B to this Proxy Statement.

Director Independence

The Board of Directors has determined that nine out of its twelve directors are “independent” under the rules of the New York Stock Exchange, and that such directors have no material relationship with the Company. The Company’s Chief Executive Officer, Dr. McGuire, and President, Mr. Hemsley, are both non-independent directors. Mr. Robert L. Ryan is also deemed a non-independent director under the Rules of the New York Stock Exchange because he is currently an executive officer of a company, Medtronic, Inc., on which one of our executive officers, Richard H. Anderson, serves as a member of the compensation committee; however, Mr. Ryan has publicly announced his retirement from Medtronic effective April 29, 2005. In accordance with New York Stock Exchange rules, Mr. Ryan will again be deemed “independent” on April 29, 2008. The Board of Directors has adopted categorical standards of independence to assist the Board in its determination of director independence, and has determined that all directors other than Dr. McGuire, Mr. Hemsley and Mr. Ryan satisfy all of these categorical standards. The categorical standards are attached as Appendix B to this Proxy Statement.

In accordance with our Principles of Governance, at each regularly scheduled Board meeting, the non-management directors meet in executive session without the presence of management. The non-management directors choose a lead director to preside over each executive session based upon the matters to be addressed at each particular executive session.