UnitedHealth Group (UNH)

Proposed Amendment to Articles of Incorporation and Bylaws Providing for the Annual Election of All Members of the Board of Directors

Current Classification of the Company’s Board of Directors

Our Articles of Incorporation and Bylaws currently provide that the directors’ terms of office are staggered by dividing the total number of directors into three classes, with each class containing as nearly equal a number as possible, and that at each Annual Meeting only one class of directors is considered by the shareholders for election to a term of three years to succeed those directors whose terms expire at the meeting.

Description of Amendment Generally

The Board of Directors recommends shareholder approval of a proposal to amend our Articles of Incorporation and Bylaws to eliminate the current classification of our directors. In the absence of such a classification, each of the directors would be elected and hold office until his or her successor is elected at the next Annual Meeting.

Background

The Nominating Committee and the full Board have considered the merits of the classified board structure, taking a variety of perspectives into account. While the Board believes that the classified board structure has promoted continuity and stability and reinforced a commitment to a long-term point of view, it also believes that the annual election of directors would increase the Board’s accountability to shareholders.

Amendment of Articles of Incorporation

The proposed amendment would delete Article 4(a) of our current Articles of Incorporation, thereby eliminating the classes of directors and the current practice of three-year terms for directors. 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.

Amendment of Bylaws

The proposed amendment would delete Section 3.02(b) of our current Bylaws, thereby eliminating the classes of directors and the current practice of three-year terms for directors. The proposed amendment is reflected in the marked copy of the Bylaws attached to this proxy statement as Appendix B.

Effectiveness

If this proposal is approved by the shareholders, then our Board will be declassified, and all directors will be elected for a one-year term beginning at the 2008 Annual Meeting.

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Vote Required

This proposal must be approved by the holders of 66²/₃% of the outstanding shares of our common stock.