UnitedHealth Group (UNH)

Oversight of Executive Compensation

Our Compensation Committee oversees the compensation program for the named executive officers. The Compensation Committee’s responsibilities include reviewing and approving compensation, incentive awards, benefits and employment agreement terms of our named executive officers. The Compensation Committee also conducts an annual performance review of Stephen J. Hemsley, reviews the annual performance of other named executive officers with the input of Mr. Hemsley, oversees our incentive plans and makes recommendations to our Board of Directors regarding the incentive compensation plans in which the named executive officers participate.

The Compensation Committee has the authority to engage outside advisors to assist with its duties. Semler Brossy has served as executive compensation consultant to the Compensation Committee since June 2006. The Compensation Committee has determined that Semler Brossy qualifies as independent because the firm takes directions from, and reports directly to, the Compensation Committee and performs work for management only at the direction of the Compensation Committee. The Compensation Committee has sole authority to determine the compensation for and to engage and terminate Semler Brossy’s services.

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Oversight of Executive Compensation

Our Compensation and Human Resources Committee oversees the compensation program for our executive officers, including the executive officers named in this proxy statement. The Compensation Committee is appointed by our Board of Directors and is composed of directors who meet the independence requirements of the NYSE, and who are considered “outside directors” for purposes of Section 162(m) of the Internal Revenue Code and “non-employee directors” for purposes of the SEC’s Rule 16b-3. The responsibilities of the Compensation Committee are set forth in its charter, which was most recently amended in October 2006. Under its charter, the Compensation Committee reviews and approves the compensation for the named executive officers, conducts the annual performance review of our CEO, annually reviews the performance of other executive officers with the CEO, administers our incentive plans, and recommends to our Board incentive compensation plans in which the named executive officers participate.

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The Compensation Committee has the authority to engage outside counsel, compensation consultants and other advisors. Historically, the Compensation Committee did not retain an independent consultant for executive compensation purposes, relying instead on information provided by Hewitt Associates LLC (Hewitt), an external compensation consultant retained by our management. Hewitt’s activities in connection with executive compensation have generally been limited to comparing Company compensation levels to external benchmark data, and providing information regarding executive compensation design issues, market trends and regulatory considerations. In June 2006, the Compensation Committee retained Semler Brossy as its executive compensation consultant. The Compensation Committee has determined that Semler Brossy is independent because Semler Brossy takes direction from, and reports directly to, the Compensation Committee and does not perform any work for management except at the direction of the Compensation Committee. The Compensation Committee has the sole authority to determine the compensation for and to terminate Semler Brossy’s services.