SECOND AMENDED AND RESTATED BYLAWS
UNITEDHEALTH GROUP INCORPORATED
(Effective as of February 11, 2003)
OFFICES, CORPORATE SEAL
Section 1.01. Registered Office. The registered office of the corporation in Minnesota shall be that set forth in the
Restated Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution
of the directors filed with the Secretary of State of Minnesota changing the registered office.
Section 1.02. Other Offices. The corporation may have such other offices, within or without the State of
Minnesota, as the directors shall, from time to time, determine.
Section 1.03. Corporate Seal. The corporation shall have no seal.
MEETING OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided otherwise by Minnesota Statutes, Chapter 302A,
meetings of the shareholders may be held at any place, within or without the State of Minnesota, or solely by
remote communication (as defined in Section 301A.011(61) of the Minnesota Statutes) ("Remote
Communication"), as may from time to time be designated by the directors and, in the absence of such
designation, shall be held at the registered office of the corporation in the State of Minnesota. The directors shall
designate the time of day for each meeting and, in the absence of such designation, every meeting of shareholders
shall be held at ten o'clock a.m.
Section 2.02. Regular Meetings.
(a) A regular meeting of the shareholders shall be held on such date as the Board of Directors shall by resolution
(b) At a regular meeting of the shareholders, voting as provided in the Articles of Incorporation and these
Bylaws, shall elect qualified successors for directors who serve for an indefinite term or whose terms have
expired or are due to expire within six months after the date of the meeting and shall transact such other business
as may properly come before them.
Section 2.03. Special Meetings. Special meetings