POWER OF ATTORNEY                                         Exhibit 24


To be filed with the United States Securities and Exchange Commission


The undersigned, Gail K. Boudreaux, hereby authorizes and designates
each of Marianne D. Short, Dannette L. Smith, Richard J. Mattera and
Amy L. Schneider, 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 or manage 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: July 9, 2013



/s/ Gail K. Boudreaux