UnitedHealth Group (UNH)

Settlement of Securities Class Action

On July 2, 2008, the Company announced in a press release that it has reached an agreement in principle with the lead plaintiff California Public Employees’ Retirement System (CalPERS) and plaintiff class representative Alaska Plumbing and Pipefitting Industry Pension Trust, on behalf of themselves and members of the class, to settle the federal securities class action lawsuit arising from the consolidated amended complaint filed on December 8, 2006 in the U.S. District Court in Minnesota against the Company and certain of its current and former officers and directors relating to its historical stock option practices. The proposed settlement will fully resolve all claims against the Company, all current officers and directors of the Company named in the lawsuit, and certain former officers and directors of the Company named in the lawsuit. No parties admit any wrongdoing as part of the proposed settlement.

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Under the terms of the proposed settlement, the Company will pay $895 million into a settlement fund for the benefit of class members in two installments. The first installment of $450 million will be deposited into the settlement fund on the earlier of: (i) 10 days following preliminary court approval of the settlement or (ii) September 15, 2008. The remaining $445 million settlement amount will be deposited into the settlement fund on the earlier of: (i) 10 days following final non-appealable court approval of the settlement of the claims, (ii) 10 days following execution by the plaintiffs and the non-settling defendants of an agreement in principle for the settlement of the claims against the non-settling defendants, or (iii) January 1, 2009. The principal amount of the second installment will bear interest from the date of the deposit of the first installment until paid at 4.5% per annum.

In addition to the payment to the settlement fund, the Company will also supplement the substantial changes it has already implemented in its corporate governance policies with additional changes and enhancements.

The proposed settlement is subject to approval by the boards of directors of CalPERS and the Company, the completion of final documentation, and preliminary and final court approval. Further, the Company has the right to terminate the settlement if class members representing more than a specified amount of alleged securities losses elect to opt out of the settlement.