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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D., and David J.
Lubben, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
a Registration Statement on Form S-4 relating to the registration under the
Securities Act of 1933 of common stock of UnitedHealth Group Incorporated (the
"Company") issuable pursuant to that certain Agreement and Plan of Merger, dated
as of October 10, 2000, by and among the Company, Leo Acquisition Corp. and
Lifemark Corporation, and any and all amendments or post-effective amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to file
the same with such state commissions and other agencies as necessary, granting
unto each such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this 26th
day of October, 2000 by the following persons:
/s/ William W. McGuire, M.D. /s/ Douglas W. Leatherdale
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William W. McGuire, M.D. Douglas W. Leatherdale
/s/ William C. Ballard, Jr.
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William C. Ballard, Jr. Walter F. Mondale
/s/ Richard T. Burke /s/ Mary O. Mundinger
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Richard T. Burke Mary O. Mundinger
/s/ Stephen J. Hemsley /s/ Robert L. Ryan
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Stephen J. Hemsley Robert L. Ryan
/s/ James A. Johnson /s/ William G. Spears
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James A. Johnson William G. Spears
/s/ Thomas H. Kean
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Thomas H. Kean Gail R. Wilensky
