UnitedHealth Group (UNH)

Election of Directors

By an overwhelming majority, the Company’s shareholders elected for one-year terms to the Board of Directors William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, Stephen J. Hemsley, Michele J. Hooper, Douglas W. Leatherdale, Glenn M. Renwick, Kenneth Shine, M.D., and Gail R. Wilensky, Ph.D. UnitedHealth Group directors stand for election annually.

A proposal for an advisory vote on executive compensation (“Say on pay”) failed to pass, receiving 38.5% of the vote.

UnitedHealth Group’s president and chief executive officer, Stephen J. Hemsley, said, “We have leading market positions and a sound financial position, and we can use these to strengthen our company internally and externally. We are dedicated to continue to find ways to increase the value we provide to our customers, to meet the changing needs they have and to participate in the larger effort to improve the health care system for all Americans. Leading companies take advantage of change and challenging markets. There is a huge opportunity for UnitedHealth Group to continue to advance care for the people we serve and to create value for society.”

Election of Directors

By an overwhelming majority, the Company’s shareholders elected for a one-year term William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, Stephen J. Hemsley, Michele J. Hooper, Douglas W. Leatherdale, Glenn M. Renwick and Gail R. Wilensky, Ph.D., to the Board of Directors. Beginning this year, each member of UnitedHealth Group’s Board of Directors is elected annually. As previously reported, James A. Johnson, Thomas H. Kean, Mary O. Mundinger, Dr.P.H., and Robert L. Ryan, former members of the Board, were not seeking re-election, and their terms as directors expired at the 2008 Annual Meeting.

Election of Directors

By an overwhelming majority, the Company’s shareholders re-elected William C. Ballard, Jr., Richard T. Burke and Stephen J. Hemsley to the Board of Directors and approved the appointment of Robert J. Darretta to the Board.

4. Election of Directors.

(a) Subject to the rights, if any, of the holders of one or more series of Preferred Stock, voting separately by series to elect directors in accordance with the terms of such Preferred Stock, each director shall be elected by the vote of a majority of the votes cast with respect to the director at a meeting of shareholders called for such purpose at which a quorum is present. For purposes of this paragraph (a), “a majority of the votes cast” means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director.

(b) Notwithstanding paragraph (a) of this Article 4, directors shall be elected by a plurality of the votes present and entitled to vote on the election of directors at any such meeting for which the number of nominees (other than nominees withdrawn on or before the day preceding the date the corporation first mails its notice for such meeting to the shareholders) exceeds the number of directors to be elected.

6. 5. An action required or permitted to be taken at a meeting of the Board of Directors of the corporation may be taken by a written action, signed, or counterparts of a written action signed in the aggregate, by all of the directors unless the action need not be approved by the shareholders of the corporation, in which case the action may be taken by a written action signed, or counterparts of a written action signed in the aggregate, by the number of directors that would be required to take the same action at a meeting of the Board of Directors of the corporation at which all of the directors were present.

7. 6. The provisions of Section 302A.671 of the Minnesota Statutes shall not apply to this corporation.

8. 7. Liability of Directors.

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes as nearly equal in number as possible. Each class serves a three-year term with the term of office of one class expiring at the Annual Meeting each year in successive years.

The Board has nominated four current directors for re-election: James A. Johnson, Douglas W. Leatherdale, William W. McGuire, M.D., and Mary O. Mundinger, Ph.D. If elected, these directors will serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2009. All of the nominees have informed the Board of Directors that they are willing to serve as directors. If any nominee should decline or become unable to serve as a director for any reason, the persons named in the enclosed proxy will vote for another person as they determine in their best judgment.

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes as nearly equal in number as possible. Each class serves a three-year term with the term of office of one class expiring at the Annual Meeting each year in successive years.

The Board has nominated four current directors for re-election: Thomas H. Kean, Robert L. Ryan, William G. Spears, and Gail R. Wilensky, Ph.D. If elected, these directors will serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2008. All of the nominees have informed the Board of Directors that they are willing to serve as directors. If any nominee should decline or become unable to serve as a director for any reason, the persons named in the enclosed proxy will vote for another person as they determine in their best judgment.