UnitedHealth Group (UNH)

PROPOSAL 1 – ELECTION OF DIRECTORS

Under our Articles of Incorporation and Bylaws, each member of our Board of Directors is elected annually. On February 3, 2009, the Board of Directors, acting upon the recommendation of the Nominating and Corporate Governance Committee, appointed Kenneth I. Shine, M.D. to serve as a director of the Company. The Board of Directors has nominated nine directors for election: William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, Stephen J. Hemsley, Michele J. Hooper, Douglas W. Leatherdale, Glenn M. Renwick, Kenneth I. Shine, M.D. and Gail R. Wilensky, Ph.D.

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 as proxies will elect a replacement.

PROPOSAL 1 – ELECTION OF DIRECTORS

Under our Articles of Incorporation and Bylaws, each member of our Board of Directors is elected annually. On October 30, 2007, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee, appointed Michele J. Hooper to serve as a director of the Company. The Board has nominated seven directors for re-election: William C. Ballard, Jr., Richard T. Burke, Robert J. Darretta, Stephen J. Hemsley, Michele J. Hooper, Douglas W. Leatherdale, and Gail R. Wilensky, Ph.D. In addition, the Board has nominated Glenn M. Renwick to serve as a director of the Company.

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 elect a replacement.

As previously reported, James A. Johnson, Thomas H. Kean, Mary O. Mundinger, Dr.P.H, and Robert L. Ryan, each a current director of the Company, are not seeking re-election. Accordingly, their terms as directors will expire effective at the 2008 Annual Meeting.