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Former Executive Resolves SEC Investigation

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The U.S. Securities and Exchange Commission has announced a $468 million settlement in connection with an options accounting case involving a health insurance company.

Dr. William McGuire, former chairman of UnitedHealth Group Inc., Minnetonka, in November 2006, who has not admitted or denied the SEC allegations, has agreed to the settlement to resolve an SEC investigation and a shareholder lawsuit relating to allegations that he profited from grants of undisclosed, in-the-money stock options without recording the grants in the company’s books or properly disclosing compensation expenses to company shareholders.

The $468 million settlement agreement includes a $7 million civil penalty and reimbursement to UnitedHealth of $448 million in incentive-based and equity-based compensation that McGuire received from 2003 through 2006, SEC officials say.

The payments come on top of $198 million that McGuire already has agreed to pay back to UnitedHealth.

McGuire also has consented to the entry of an order barring him from serving as an officer or director of a public company for a period of 10 years, officials say.

“Under the terms of the settlement, McGuire’s disgorgement plus prejudgment interest and his Section 304 reimbursement would be deemed satisfied by his return to UnitedHealth of approximately $600 million in cash and UnitedHealth options pursuant to the terms of his separate settlement with the company,” SEC officials say.

The settlement is subject to approval by the U.S. District Court for the District of Minnesota.

UnitedHealth, meanwhile, has announced that its “special litigation committee” has reached settlements of its own with McGuire and David Lubben, former general counsel.

In exchange, the committee has dismissed a variety of actions against former UnitedHealth officers and directors, the company says.

The McGuire settlement agreement calls for McGuire to return UnitedHealth stock options with a value of about $320 million, surrender a $91 million interest in the company’s supplemental executive retirement plan, surrender $8 million from an executive savings plan account, and relinquish claims to other post-employment benefits, UnitedHealth says.

McGuire, who gave up his post as chairman of UnitedHealth in November 2006, says in a statement that he is pleased to have resolved the controversy about his compensation.

Lubben has agreed to return stock options and other compensation with a value of about $30 million.

The total value of the settlement agreements and previous deals is about $900 million, UnitedHealth says.

UnitedHealth plans to resolve actions involving William Spears, a former director, through binding arbitration, the company says.

Lubben and Spears were not immediately available for comment.

Like the SEC settlement, the UnitedHealth special litigation committee settlement agreements are subject to court approval.

The special litigation committee is made of two retired Minnesota state supreme court judges, former Chief Justice Kathleen Blatz and former Justice Edward Stringer, UnitedHealth says.


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