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the affairs of the Company ceased to be governed by Minnesota corporation laws, the Company’s existing Third Restated Articles of Incorporation (the “Minnesota Articles”) and the Company’s existing Fourth Amended and Restated Bylaws (the “Minnesota Bylaws”), and the affairs of the Company became subject to the General Corporation Law of the State of Delaware, a new certificate of incorporation (the “Delaware Certificate of Incorporation”) and new bylaws (the “Delaware Bylaws”);

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the Company as a Delaware corporation after the Reincorporation (“UNH Delaware”) (i) is deemed to be the same entity as the Company as a Minnesota company before the Reincorporation (“UNH Minnesota”) for all purposes under the laws of Delaware, (ii) continues to have all of the rights, privileges and powers of UNH Minnesota, (iii) continues to possess all of the properties of UNH Minnesota and (iv) continues to have all of the debts, liabilities and obligations of UNH Minnesota;

•	each outstanding share of UNH Minnesota’s common stock converted into an outstanding share of UNH Delaware’s common stock;

•	each outstanding option, warrant or other right to acquire shares of UNH Minnesota’s common stock converted into an equivalent option, warrant or other right to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the same number of shares of UNH Delaware’s common stock;

•	each outstanding restricted share of UNH Minnesota’s common stock converted into an equivalent restricted share of UNH Delaware’s common stock with the same terms and conditions (including the vesting schedule applicable to each such share);

•	each employee benefit plan, incentive compensation plan or other similar plan of UNH Minnesota continued to be an employee benefit plan, incentive compensation plan or other similar plan of UNH Delaware;

•	each director and officer of UNH Minnesota continued to hold his or her respective position with UNH Delaware; and

•	the name of UNH Delaware remains UnitedHealth Group Incorporated.

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•	the Board will no longer be able to take action by written consent without obtaining unanimous consent;

•	the Company’s creditors will be able to hold a meeting to approve a compromise or settlement that would be binding on all shareholders or creditors;

•	the Delaware Certificate of Incorporation includes provisions that make indemnification available for the Company’s officers and directors, while the Delaware Bylaws will require that the Company indemnify its directors and officers against liabilities and expenses arising out of legal proceedings brought against them;

•	the Delaware Certificate of Incorporation will allow shareholders to act by written consent but will no longer require that they do so unanimously;

•	the Delaware Bylaws will allow an individual shareholder or a group of shareholders holding at least 25% of the Company’s shares to call a special meeting; and

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the Delaware Certificate of Incorporation contains an exclusive jurisdiction provision, which provides that any shareholder derivative suits, fiduciary duty claims and other intra-corporate actions must be brought in Delaware courts. This provision may limit a shareholder’s ability to bring a claim in a judicial forum (other than in a Delaware court) that it finds preferable for disputes with the Company and its directors, officers or other employees.

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