UnitedHealth Group (UNH)

Related-Person Transactions

Dr. Shine is the executive vice chancellor for health affairs of the University of Texas System (the “UT System”), which includes six health institutions. The health institutions are part of the Company’s broad national network of hospitals and physicians and other care providers. During the UT System’s 2008 fiscal year, we paid the UT System approximately $248 million for medical expenses on behalf of consumers who obtain health insurance from us and approximately $2.9 million for other network

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provider services. In addition, members of some of our self-funded customers paid approximately $150 million for health care services received through the UT System.

Dr. Shine had no interest in any of these transactions and was not involved in the negotiations of any of the contractual agreements. We believe the pricing terms were determined on an arm’s length basis and were within the range of comparable contracts with similar facilities in the Texas market.

Related-Person Transactions

Purchase of AmeriChoice Shares

Pursuant to terms of an agreement made in September 2002 when we acquired AmeriChoice Corporation, a subsidiary of the Company (“AmeriChoice”), in September and October 2007, we purchased the remaining of 6.5% interest in AmeriChoice that we did not own from certain minority stockholders of AmeriChoice, including Anthony Welters, an executive officer of the Company, and his affiliates, for an aggregate purchase price of approximately $43.9 million (of which, we paid Mr. Welters and his affiliates an aggregate of approximately $16.8 million for the approximately 2.5% interest in AmeriChoice we purchased from them). As a result of this purchase, AmeriChoice is now a wholly owned subsidiary of the Company.

Related-Person Transactions

Dr. Shalala is the President of the University of Miami. The University of Miami includes a general hospital and a physician group that have contractual agreements with the Company as part of the Company’s broad national network of 4,700 hospitals and more than 520,000 physicians and other care providers. During the University of Miami’s 2006 fiscal year, we paid approximately $32.3 million to the University of Miami for medical expenses on behalf of consumers who obtain health insurance

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from the Company. In addition, during the University of Miami’s 2006 fiscal year, self-funded customers of the Company paid the University of Miami approximately $15.3 million for medical expenses of their health benefit plan participants who received health care services from the University of Miami. Separately, the University of Miami purchased products from the Company with a value of approximately $14.6 million in fiscal 2006. In addition, in April 2007, the University of Miami announced its intent to purchase Cedars Medical Center in Miami, Florida from HCA, which will likely result in additional revenues paid to the University of Miami by the Company for medical expenses of customers received at Cedars Medical Center. The Company also contributed $1 million to the University of Miami, which was used to fund a clinic in Overtown, Florida to provide access to medical care by underinsured and uninsured members of the community. Dr. Shalala had no interest in any of these transactions and was not involved in the negotiations of any of the contractual agreements.

The Company believes that the pricing terms were determined on an arm’s-length basis and were within comparable range to other contracts with similar facilities in the South Florida market. After considering such information as it deemed relevant, the Audit Committee ratified the Company’s provider relationship with the University of Miami and its affiliates.