AMENDMENT
TO THE AMENDED AND RESTATED BYLAWS
OF UNITED HEALTHCARE CORPORATION
AS APPROVED AT A REGULAR MEETING OF THE BOARD OF DIRECTORS ON
NOVEMBER 4, 1998
Section 2.10. BUSINESS TO BE BROUGHT BEFORE THE MEETING. A shareholder must provide written
notice of any proposal to be submitted at an annual meeting and such notice must be delivered to the Secretary of
the corporation so as to be received at the principal executive offices of the corporation not less than 120 days in
advance of the date of the corporation's proxy statement released to shareholders in connection with the previous
year's annual meeting of shareholders, except that is no annual meeting was held in the previous year or the date
of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the
previous year's proxy statement, such notice must be so received a reasonable time before the solicitation is
made. Each such notice shall set forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; (b) the name and address of the shareholder proposing such
business; (c) the class and number of share of the corporation which are beneficially owned by the shareholder;
(d) any material interest of the shareholder in such business; and (e) such other information regarding such
business as would be required to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the matter been proposed by the Board of Directors. Notwithstanding
anything in these Bylaws to the contrary, no business shall be considered properly brought before an annual
meeting by a shareholder unless it is brought in accordance with the procedures set forth in this Section 2.10.
Section 3.03 NOMINATION OF DIRECTOR CANDIDATES. Nomination of candidates for election to the
Board of Directo