UnitedHealth Group (UNH)

Proposed Amendment to Articles of Incorporation Requiring a Majority Vote for Election of Directors

Current Standard

Minnesota law provides that, unless otherwise specified in a company’s articles of incorporation, directors are elected by a plurality of the votes cast. Our Articles of Incorporation are silent on this

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issue, so the plurality standard governs: director nominees with the most votes cast in their favor are elected.

Description of Amendment Generally

The Board of Directors recommends shareholder approval of a proposal to amend the Company’s Articles of Incorporation to require that a candidate in an uncontested election for director receive a majority of the votes cast in order to be elected. In contested elections where the number of nominees exceeds the number of directors to be elected, the required vote would continue to be a plurality of votes cast.

Background

The Nominating Committee and the full Board of Directors have carefully considered the merits of a majority-vote standard compared to a plurality vote standard. The difference in standards would not have had any impact on prior elections of directors of the Company because all director nominees have received vote totals exceeding a majority of the shares outstanding. However, the Board recognizes that requiring a majority of the votes cast ensures that only directors with broad acceptability among the shareholders will be elected to the Board and enhances the accountability of each Board member to the shareholders, and is recommending that shareholders approve the majority-vote standard.

Amendment of Articles of Incorporation

Under Minnesota law, an election standard other than a plurality may be used only if it is specified in a company’s articles of incorporation. The proposed amendment to our Articles of Incorporation operates as follows:

The amendment would be effected by adding a new article to our Articles of Incorporation. The text of the proposed amendment is reflected as Article 4 in the marked copy of the proposed form of Restated Articles of Incorporation attached to this proxy statement as Appendix A. If the amendment is adopted, the Company would retain its director resignation policy to address a Minnesota statute that allows a director who was not elected to retain his or her position until a replacement director is elected to the Board.

Effectiveness

If approved, this amendment will become effective upon the filing of the Restated Articles of Incorporation with the Minnesota Secretary of State. The Company would make such a filing promptly after the Annual Meeting. The new standard would then be applicable to the election of directors beginning at our 2008 Annual Meeting.

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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.