UNITEDHEALTH GROUP INC
S-4/A, EX-99.2, 2001-01-12
HOSPITAL & MEDICAL SERVICE PLANS
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                                                                    Exhibit 99.2
PROXY                                                                      PROXY

                              LIFEMARK CORPORATION

                     SPECIAL MEETING, FEBRUARY 8, 2001

              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   Rhonda E. Brede and Richard C. Jelinek or either of them, each with full
power of substitution, is hereby authorized to vote all shares of Common Stock
of Lifemark Corporation which the undersigned would be entitled to vote if
personally present at the Special Meeting of Stockholders of Lifemark
Corporation to be held on Thursday, February 8, 2001, and at any adjournment
thereof, as indicated herein.

   THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN, BUT
IF NO DIRECTION IS GIVEN, THE SHARES WILL BE VOTED FOR APPROVAL OF THE
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 10, 2000, BY AND AMONG
UNITEDHEALTH GROUP INCORPORATED, LEO ACQUISITION CORP. AND LIFEMARK
CORPORATION, AS AMENDED.

   PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE AND RETURN
IT IN THE ENCLOSED ENVELOPE.

                 (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

                              LIFEMARK CORPORATION

       PLEASE MARK VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

The Board of Directors Recommends a Vote "FOR" the Merger Agreement.

1. APPROVAL OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 10, 2000,
BY AND AMONG UNITEDHEALTH GROUP INCORPORATED, LEO ACQUISITION CORP. AND
LIFEMARK CORPORATION, AS AMENDED.

                         FOR [ ]AGAINST [ ]ABSTAIN [ ]

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO TRANSACT OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

DATED:      , 2001

SIGNATURE(S)

--------------------------------

--------------------------------
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S)
HEREIN. EXECUTORS, ADMINISTRATORS, TRUSTEES
AND OTHERS SIGNING IN A REPRESENTATIVE
CAPACITY SHOULD INDICATE THE CAPACITY IN
WHICH THEY SIGN. WHERE THERE IS MORE THAN ONE
OWNER, EACH SHOULD SIGN.


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