UnitedHealth Group (UNH)

Proposed Adoption of Restated Articles of Incorporation

Description of Amendment Generally

In addition to the proposed amendments to our Articles of Incorporation described above, the Board of Directors recommends shareholder approval of a proposal to amend and restate the Company’s Articles of Incorporation to reflect, as to each that is approved, the amendments to implement majority voting, declassify our Board and remove supermajority approval provisions, to integrate into a single document all of the provisions of our Articles of Incorporation which are currently in effect and operative, and to make certain stylistic, clarifying and conforming changes such as section number references. The proposed amendment would not change our authorized capital stock, indemnification of officers and directors or limitation of liability provisions and would not adversely affect the rights or preferences of the holders of the Company’s outstanding capital stock.

Amendment and Restatement of Articles of Incorporation

If the proposed amendment is approved, Articles 1, 3 and 8 of our current Articles of Incorporation would incorporate certain stylistic, clarifying and conforming changes. In addition, the Restated Articles of Incorporation would integrate into a single document the operative provisions of the Articles of Merger and previous amendments to the Articles of Incorporation, which were filed with the Secretary of State of Minnesota on March 1, 2000, May 14, 2001, and May 24, 2005, respectively, and the elimination of several series of preferred stock, none of which are currently outstanding. The proposed amendment is reflected in the marked copy of the proposed form of Restated Articles of Incorporation attached to this proxy statement as Appendix A.

Effect of Other Proposals

If any of the proposed amendments to our Articles of Incorporation described above is not approved, then that amendment will not be made, and the Restated Articles of Incorporation will retain the current provisions governing the subject matter of that proposal.

Vote Required

This proposal must be approved by holders of a majority of our common stock voting in person or by proxy at the Annual Meeting and entitled to vote thereon.