UnitedHealth Group (UNH)

Historical Structure of the Compensation Program

Consistent with the objectives outlined above, our compensation program has historically placed a greater emphasis on long-term, equity-based incentives as compared to fixed and short-term cash compensation and other elements of the program. The primary equity-based incentives have been

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stock options, and more recently stock-settled SARs¹. Awards of equity-based compensation to executive officers have historically been significantly above the median at our peer group companies. This reflects the Company’s belief that sustaining a strong entrepreneurial culture and aligning executive and shareholder economic interests are influenced by providing the opportunity for accumulating substantial levels of wealth if and to the extent shareholders enjoy substantial long-term stock price appreciation. In that regard, it is significant to note that, as shown in the following graph and table, over the 5-, 10- and 15-year periods ended December 31, 2006, our Company’s compounded annualized total return to shareholders exceeded that of the S&P 500 Index by 18.7, 17.0 and 12.7 percentage points, respectively.