POWER OF ATTORNEY                                         Exhibit 24


To be filed with the United States Securities and Exchange Commission


The undersigned, Richard N. Baer, hereby authorizes and designates
each of Christopher J. Walsh, Dannette L. Smith and Kuai Leong, or any of
them, acting singly with full power of substitution (each, an "attorney-
in-fact"), to sign and file on the undersigned's behalf the Form ID in
order to obtain EDGAR filing codes, and any Forms 3, 4, 5 or 144
(including any amendments thereto) that the undersigned may be required
to file with the Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of
UnitedHealth Group Incorporated (the "Company") at any date following the
date hereof.  The authority of each attorney-in-fact under this Power of
Attorney will continue until the undersigned is no longer required to
file Forms 3, 4, 5 or 144 with regard to the undersigned's ownership of
or transactions in securities of the Company, unless earlier revoked in
writing.  The undersigned hereby revokes all previous powers of attorney
to sign or file on the undersigned's behalf any Forms 3, 4, 5 or 144 with
regard to Company securities as of the date hereof, except that if the
undersigned has adopted any Rule 10b5-1 trading plan to transact in
Company securities, any powers of attorney the undersigned may have
granted under the plan to sign or file on the undersigned's behalf any
Form 144 shall continue to be in full force and effect in accordance with
the terms of the plan.  The undersigned acknowledges that neither the
Company nor an attorney-in-fact are assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934 or Rule 144 under the Securities Act of 1933.

Date: June 1, 2011



/s/ Richard N. Baer