CalPERS' Shareowner Proposals Filed: 2007

This proposal seeks shareholder approval of a request that the board obtain shareholder approval of any severance agreement with any senior executive officer that provides severance benefits with a total present value exceeding 2.99 times the sum of the officer’s base salary plus target bonus. If approved, the amendment would take effect upon adoption and apply only to severance agreements adopted, extended or modified after that date.

If the board determines that it is not practicable to obtain shareholder approval of the severance agreement in advance, the board may seek approval of the shareholders after the material terms of the severance agreement have been agreed upon with the officer.

The affirmative vote of the holders of more than 75% of the voting power of the outstanding shares of common stock entitled to vote is required for approval of this proposal.

This shareholder proposal requests that the board amend the Company's bylaws to add the following to section 3.03:

"[UnitedHealth] shall include in its proxy materials for a meeting of stockholders at which directors are to be elected the name, together with the Disclosure and Statement (both as defined in this section 3.17), of any person nominated for election to the board by a shareholder or group thereof that satisfies the requirements of this section 3.17 (the "Nominator"), and allow shareholders to vote with respect to such nominee on [UnitedHealth's] proxy card. Each Nominator may nominate up to two candidates for election at a meeting.

A Nominator must:

(a) have beneficially owned 3% or more of UnitedHealth's outstanding common stock ("Required Shares") continuously for at least two years;

(b) provide written notice received by UnitedHealth's Secretary within the time period specified in the first paragraph of this section containing (i) with respect to the nominee, (a) the information required by such section and (b) such nominee's consent to being named in the proxy statement and to serving as a director if elected; and (ii) with respect to the Nominator, proof of ownership of the Required Shares; and

(c) execute an undertaking that it agrees to (i) assume all liability stemming from any legal or regulatory violation arising out of the Nominator's communications with UnitedHealth's shareholders, including, without limitation, the Disclosure and Statement; (ii) to the extent it uses soliciting material other than UnitedHealth's proxy materials, comply with all applicable laws and regulations, including, without limitation, the SEC's Rule 14a-12.

The Nominator may furnish a statement, not to exceed 500 words, in support of the nominee's candidacy (the "Statement"), at the time the Disclosure is submitted. The Board of Directors shall adopt a procedure for timely resolving disputes over whether notice of a nomination was timely given and whether the Disclosure and Statement comply with this section 3.17 and any applicable SEC rules."

CalPERS' Shareowner Proposals Filed: 2006

CalPERS' Shareowner Proposals Filed: 2005