UnitedHealth Group (UNH)

Executive Stock Ownership Guidelines

The Compensation Committee believes that requiring significant stock ownership by our named executive officers further aligns their interests with those of long-term shareholders. Under the stock ownership guidelines established in 2006, each named executive officer must beneficially own a number of shares of the Company’s common stock with a fair market value equal to or in excess of a specified multiple of the individual’s base salary within three years of adoption of the policy or an executive officer’s election or appointment as an executive officer for the first time, whichever is later, as follows:

Stock options and SARs do not count toward satisfaction of the ownership requirements under the guidelines, regardless of their vesting status. However, RSUs and restricted stock awards are counted toward the satisfaction of the ownership requirements. The Compensation Committee periodically reviews compliance with this requirement. As of the record date of this proxy statement, all of our named executive officers meet the ownership requirements.

Executive Stock Ownership Guidelines

The Compensation Committee believes that significant stock ownership by our named executive officers is an important corollary to the Company’s equity-based incentive program. Requiring significant stock ownership by our named executive officers further aligns their interests with those of long-term shareholders. Under the stock ownership guidelines established in 2006, each named executive officer must beneficially own a number of shares of the Company’s common stock with a fair market value equal to or in excess of a specified multiple of the individual’s base salary within three years of adoption of the policy or an executive officer’s election or appointment as an executive officer for the first time, whichever is later, as follows:

34

Table of Contents

Such multiples were determined in part based upon practices of peer group companies and the Compensation Committee’s understanding of competitive market practices.

Stock options and SARs do not count toward satisfaction of the ownership requirements under the guidelines, regardless of their vesting status. The Compensation Committee reviews compliance with this requirement on an annual basis. As of the date of this proxy statement, none of our named executive officers meets the ownership requirements.