UnitedHealth Group (UNH)

ARTICLES OF INCORPORATION AND BYLAWS AMENDMENTS

Both our Nominating Committee and our Board of Directors regularly evaluate all of our corporate governance practices to ensure that they remain in the best interests of the Company and our shareholders. In light of current and best practices, the Board of Directors, upon the recommendation of the Nominating Committee, is proposing to adopt a majority-vote standard for the election of directors, to declassify the Board, and to eliminate the supermajority-vote requirements for the removal of directors and for certain business combination transactions with related persons. The Board believes that these changes are in the best interest of the Company and shareholders.

In order to implement these proposed changes, the Board is proposing a series of amendments to our Articles of Incorporation and Bylaws. These specific proposals are described in detail below and are also marked on the proposed form of Restated Articles of Incorporation attached to this proxy statement as Appendix A and the proposed form of Amended and Restated Bylaws attached to this proxy statement as Appendix B. The Board of Directors has also approved an amendment to our Articles of Incorporation to eliminate several series of preferred stock, none of which are currently outstanding. That amendment does not require shareholder approval. The Board of Directors has also made certain changes to the Bylaws, including responses to recent changes in Minnesota law, which do not require shareholder approval.