UnitedHealth Group (UNH)

Shareholder Proposal No. 3 — Advisory Resolution on Compensation of Named Executive Officers

We have been informed that Hermes Administration Services Limited on behalf of Britel Fund Nominees Limited and Hermes Assured Limited, Lloyds Chambers, 1 Portsoken Street, London E1 8HZ, United Kingdom intends to introduce at the Annual Meeting the following resolution. Britel Fund Nominees Limited is the registered owner of 392,749 shares of common stock and the beneficial owner of those shares is BT Pension Scheme. Hermes Assured Limited is the registered and beneficial owner of 308,953 shares of common stock. Both of these entities have their registered offices at Lloyds Chambers, 1 Portsoken Street, London E1 8HZ, United Kingdom. In accordance with SEC rules, the text of the proposed shareholder resolution and supporting statement is printed verbatim from its submission.

“RESOLVED, on a motion of Britel Fund Nominees Limited and Hermes Assured Limited (“Hermes”), that the shareholders of UnitedHealth Group Inc., urge the board of directors to adopt a policy under which shareholders could vote at each annual meeting on an advisory resolution, to be proposed by UnitedHealth’s management, to ratify the compensation of the named executive officers (“NEOs”) set forth in the proxy statement’s 2006 Summary Compensation Table (the “SCT”) and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.”