UnitedHealth Group (UNH)

PROPOSAL 3 – PROPOSED AMENDMENT TO THE UNITED HEALTHGROUP 1993 EMPLOYEE STOCK PURCHASE PLAN

Shareholders are being asked to consider and approve this proposal to amend the UnitedHealth Group 1993 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) such that the aggregate number of shares of authorized but unissued common stock to be sold under the Employee Stock Purchase Plan on or after the adoption date will be equal to 15 million shares. Our Board of Directors adopted the amendment to the Employee Stock Purchase Plan, subject to shareholder approval, and the amended Employee Stock Purchase Plan will become effective when shareholder approval is obtained. We believe the plan will continue to be a valuable tool in motivating our employees, to increase the employees’ interest in our growth and success and encourage employees to remain in the employ of the Company or its participating affiliates.

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On April 9, 2008, the record date, the closing price of our common stock was $37.28 per share. Because employee participants may purchase shares of our common stock at a discount to the fair market value of our common stock, the value of the purchase of common stock under the Employee Stock Purchase Plan is not currently determinable. On April 9, 2008, there were approximately 70,000 employees who were eligible to participate under the Employee Stock Purchase Plan.