Officers' Certificate and Company Order for $500,000,000 Floatiing Rate Note



 Exhibit 4.5 
 UNITEDHEALTH GROUP INCORPORATED 
 $500,000,000 Floating Rate Notes due June 21, 2010

 Officers’ Certificate and Company Order 
 Pursuant to the Senior Debt Securities Indenture, dated as of November 15, 1998, as amended by an Amendment to Indenture, dated as of November 6, 2000 (collectively, the “Indenture”), between
UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”) and Wilmington Trust Company, as successor trustee (the “Trustee”) and resolutions adopted by the Company’s Board of Directors on May 2, 2006, and
subject to the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), dated June 21, 2007, by and among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc. and Morgan
Stanley & Co. Incorporated, as representatives of the Initial Purchasers listed on Schedule A (the “Initial Purchasers”) to the Purchase Agreement (the “Purchase Agreement”), dated June 18, 2007, by and among the
Company and the Initial Purchasers, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of
the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of
Section 104 of the Indenture. This Officers’ Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. 
 All conditions precedent provided for in the Indenture relating to (i) the establishment of a series of Securities, (ii) the establishment of
the form of Securities of such series and (iii) the procedures for authentication and delivery of such series of securities have been complied with. 
 Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture. 
 A. Establishment of a Series of Securities pursuant to Section 301 of the Indenture. 
 There is hereby established
pursuant to Section 301 of the Indenture a series of Securities which shall have the following terms: 
  

	 	(1)	The Securities shall bear the title “Floating Rate Notes due June 21, 2010” (referred to herein as the “Notes”). 

  

	 	(2)	The aggregate principal amount of the Notes to be issued pursuant to this Officers’ Certificate and Company Order shall be limited to $500,000,000 except for (a) Notes
authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 1007 or 1205 of the Indenture, (b) Notes which, pursuant to Section 303 of the Indenture,
are deemed never to have been authenticated and delivered thereunder and (c) any Securities of this series which are issued in the manner contemplated by paragraph 18(a) hereof. 

  

	 	(3)	Interest will be payable to the Person in whose name a Note (or any Predecessor Security) is registered at the close of business on the Regular Record Date (as defined below)
immediately preceding each Interest Payment Date (as defined below). In the event that a payment of principal or interest is due on a date that is not a Business Day (as defined below), the related payment of principal or interest shall be made on
the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or date of Maturity, as the
case may be. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. “London
Business Day” means any day on which dealings in United States dollars are transacted in the London interbank market. 









	 	(4)	The Stated Maturity of the Notes shall be June 21, 2010. 

  

	 	(5)	The Notes shall bear interest at a rate per annum equal to LIBOR (as defined below) plus 0.18%, as determined by the Calculation Agent (as defined below) (based on a 360-day year
for the actual number of days elapsed) from June 21, 2007, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on March 21, June 21, September 21 and December
21 in each year, commencing September 21, 2007, until the principal thereof is paid or made available for payment; provided, that, if any Registration Default (as defined below) with respect to the Notes occurs under the Registration
Rights Agreement, then the per annum interest rate on the Notes will increase for the period from the occurrence of such Registration Default until all Registration Defaults with respect to the Notes have been cured or the Notes become freely
tradable under the Securities Act (at which time the interest rate will be reduced to its initial rate) at a per annum rate of 0.25% for the first 90-day period following the occurrence of such Registration Default, and by an additional 0.25%
thereafter (up to a maximum of 0.50%); provided further, that, any accrued and unpaid interest (including any additional interest payable upon the occurrence of a Registration Default) on the Notes upon the issuance of an Exchange Note (as
defined below) in exchange for the Notes shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date. 


 

	 	    	Each March 21, June 21, September 21 and December 21 shall be an “Interest Payment Date” for the Notes, and each
March 6, June 6, September 6 and December 6 (whether or not a Business Day), as the case may be, immediately preceding an Interest Payment Date for the Notes shall be the “Regular Record Date” for the interest
payable on such Interest Payment Date. 

  

	 	    	The provision related to interest on overdue principal in Section 501 of the Indenture shall not be applicable to the Notes. 

  

	 	    	The rate of interest on the Notes will be 5.54% on June 21, 2007, and will be reset on each Interest Payment Date thereafter (the date on which each such reset occurs, an
“Interest Reset Date”). 

  

	 	    	On each Interest Reset Date, the rate of interest on the Notes shall be determined with respect to an Interest Determination Date. The second London Business Day preceding an
Interest Reset Date will be the interest determination date (the “Interest Determination Date”) for that Interest Reset Date. 

  

	 	    	Interest on each of the Notes will accrue from and including, June 21, 2007, to and excluding, the first Interest Payment Date and then from and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided for to but excluding, the next Interest Payment Date or date of Maturity, as the case may be, each such period an “Interest Period.” Accrued interest from
June 21, 2007, or from the last date on which interest has been paid or duly provided for, to the date for which interest is being calculated shall be calculated by multiplying the face amount of the applicable Note by the applicable accrued
interest factor (the “Accrued Interest Factor”). The Accrued Interest Factor shall be computed by adding the interest factor calculated for each day from June 21, 2007, or from the last date to which interest has been paid or duly
provided for, to the date for which accrued interest is being calculated. The Accrued Interest Factor for each day shall be computed by dividing the per annum interest rate applicable to such day by 360. The interest rate in effect on each day will
be (i) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date pertaining to such Interest Reset Date or (ii) if such day is not an Interest Reset Date and falls after the first Interest
Reset Date, the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date or (iii) if such day is not an Interest Reset Date and falls before the first Interest Reset Date, 5.54%.


  

	 	    	All percentages resulting from the above calculation will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded
upward). 

  

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	 	    	LIBOR will be determined by the Calculation Agent in accordance with the following provisions: 

 (i) With respect to an Interest Period, LIBOR will be the rate (expressed as a percentage per annum) for deposits in United States dollars having a
three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 A.M. London time on the Interest Determination Date. If on an Interest Determination Date such rate does not appear on Reuters LIBOR01 at such time, or if the Reuters
LIBOR01 is not available on such date, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below. 
 (ii) With respect to an Interest Determination Date on which no rate appears as specified in (i) above, the Calculation Agent will obtain such rate
from Bloomberg’s “BBAM.” If such rate does not appear on Reuters LIBOR01or Bloomberg’s page “BBAM” on an Interest Rate Determination Date at approximately 11:00 A.M., London time, then the Calculation Agent will request
the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation of the rate (expressed as a percentage per annum) offered by it
to prime banks in the London interbank market for three-month deposits in United States dollars in a principal amount of at least $1,000,000 at approximately 11:00 A.M., London time, on such Interest Determination Date. If at least two such
quotations are so provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York
City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it for loans in United States dollars to leading European banks, having a three-month maturity in a principal amount of
at least $1,000,000 at approximately 11:00 A.M., New York City time, on such Interest Determination Date. If at least two such rates are so provided, the rate for the interest period will be the arithmetic mean of such rates. If fewer than two such
rates are so provided, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 
  

	 	    	“Reuters LIBOR01” means the Capital Markets Report Screen LIBOR01 of Reuters, or any successor service or page, for the purpose of displaying the London interbank rates of
major banks for United States dollars. 

  

	 	    	Wilmington Trust Company will be the “Calculation Agent.” The Calculation Agent shall calculate the interest rate in accordance with the foregoing. On or before each
Calculation Date, the Calculation Agent will determine the interest rate and notify the paying agent. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive and binding and neither the Trustee nor the paying
agent shall have the duty to verify determinations of interest rates made by the Calculation Agent. The determinations of the Accrued Interest Factor made by the paying agent shall be conclusive and binding. The “Calculation Date”
pertaining to any Interest Determination Date on a Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the
Business Day immediately preceding the applicable Interest Payment Date or the date of Maturity, as the case may be. 

  

	 	    	Notwithstanding the foregoing, the interest rate shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of
general application. 

  

	 	(6)	Principal of (and premium, if any) and interest on the Notes will be payable, and, except as provided in Section 305 of the Indenture with respect to a Global Security (as
defined below), the transfer of the Notes will be registrable and Notes will be exchangeable for notes bearing identical terms and provisions at the corporate trust office of Wilmington Trust Company, in Wilmington, Delaware. The method of such
payment shall be by wire transfer for Notes held in book-entry form or at the option of the Company by check mailed to the Person entitled thereto as shown on the Security Register. 

  

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	 	(7)	The Notes will be redeemable as follows: 

 The Notes will be subject to redemption, in whole or in part, on any interest payment date beginning on December 21, 2008, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the date of
redemption. 
 A notice of redemption may provide that it is subject to certain conditions that will be specified in the
notice. If those conditions are not met, the redemption notice will be of no effect and the Company will not be obligated to redeem the Notes. 
 A partial redemption of the Notes may be effected on a pro rata basis (and in such manner as complies with applicable legal and stock exchange requirements, if any) or in such method as the Trustee, in the exercise of
its reasonable discretion, deems fair and appropriate. The Trustee may provide for the selection for redemption of portions in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. 
 Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. 
 Unless any Note called for redemption shall not be paid upon surrender thereof for redemption, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.

  

	 	(8)	The Company shall not be obligated to redeem or purchase any Notes pursuant to any sinking fund or analogous provisions or at the option of the Holder. 

  

	 	(9)	The Notes shall not be convertible into shares of Common Stock of the Company or exchangeable for any other securities. 

  

	 	(10)	The Trustee shall be the Security Registrar and the Paying Agent. 

  

	 	(11)	The amount of payments of principal of and any premium or interest on the Notes will not be determined with reference to an index. 

  

	 	(12)	The Notes shall be subject to the covenants and definitions set forth in the Indenture. 

  

	 	(13)	The Notes will be issued only in fully registered form and the minimum initial purchase amounts of the Notes shall be $2,000 and any integral multiple of $1,000 in excess thereof.


  

	 	(14)	The Notes shall be subject to the Events of Default specified in Section 701, paragraphs (i) through (viii), of the Indenture. 

  

	 	(15)	The portion of the principal amount of the Notes which shall be payable upon declaration of acceleration of maturity thereof shall not be less than the principal amount thereof.


  

	 	(16)	The Notes will be offered and sold to qualified institutional buyers (“QIBs”) in reliance on Rule 144A under the Securities Act in the form of one or more registered notes
in global form without interest coupons (the “Rule 144A Global Notes”), and the Notes will be offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act in the form of one or more
registered notes in global form without interest coupons (the “Regulation S Global Notes”). The Rule 144A Global Notes and the Regulation S Global Notes shall be a “Global Securities” as defined in the Indenture, and shall be
registered in the name of The Depository Trust Company, or its nominee, as Depositary. The forms and terms of the Notes and the Trustee’s certificate of authentication shall be substantially as set forth on Exhibit B hereto. The terms
and provisions contained in the form of Notes set forth in Exhibit B shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this Officers’ Certificate and Company Order. 

  

	 	(17)	The defeasance provisions set forth in Article IX of the Indenture shall apply to the Notes. 

  

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	 	(18)	The following additional terms shall apply to the Notes: 

  

	 	(a)	Further Issuances. The Company may, so long as no Event of Default has occurred, without the consent of the Holders of the Notes, issue additional notes with the same terms
as the Notes in accordance with the corporate authority existing at the time of such additional issuance, and such additional notes shall be considered part of the same series under the Indenture as the Notes and will vote together with the Notes as
one class on all matters with respect to the Notes. 

  

	 	(b)	Transfer and Exchange. 

  

	 	(i)	The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Officers’ Certificate and
Company Order (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefore. A transferor of a beneficial interest in a Global Security shall deliver to the Security Registrar a written order
given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Security. The Security Registrar shall, in accordance with
such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the
Global Security being transferred. Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision
of the Indenture and/or applicable United States federal or state securities law. 

  

	 	(ii)	Each Global Security shall bear the global security legend set forth on Exhibit A hereto, and except as otherwise provided in subsection (iii) below, each Note shall
bear the restricted legend set forth on Exhibit A hereto (the “Restricted Legend”). 

  

	 	(iii)	(A) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that any Note is eligible for resale
pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of such Note (or a beneficial interest therein) are
effected in compliance with the Securities Act, or (B) (x) after a Note is sold pursuant to an effective Registration, pursuant to the Registration Rights Agreement (if applicable) or otherwise, or (y) after a Note is exchanged for an
Exchange Note, the Company may instruct the Trustee to cancel such Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear
the Restricted Legend, and the Trustee will comply with such instruction. 

  

	 	•	 	 “Exchange Note” means any security of the Company to be offered to Holder in exchange for a Note of a series pursuant to the Exchange Offer or otherwise
pursuant to a Registration, containing terms identical in all material respects to the Notes of such series for which they are exchanged, except that (i) interest thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the date of issuance of the Notes and (ii) the Exchange Notes will not contain terms with respect to transfer restrictions or the payment of additional interest upon the occurrence of a Registration
Default. 


  

	 	•	 	 “Exchange Offer” means the exchange offer by the Company of Exchange Notes for Notes pursuant to the Registration Rights Agreement.



  

	 	•	 	 “Exchange Offer Registration Statement” means a registration statement of the Company under the Securities Act registering Exchange Notes for distribution
pursuant to the Exchange Offer. 


  

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	 	•	 	 “Registration” means a registered exchange offer for the Notes by the Company pursuant to the Exchange Offer Registration Statement or other registration
for resale of the Notes under the Securities Act pursuant to a Shelf Registration Statement, in each case in accordance with the terms of the Registration Rights Agreement. 


  

	 	•	 	 “Registration Default” has the meaning set forth in the Registration Rights Agreement. 


  

	 	(iv)	The registration of transfer or exchange of any Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of the
Restricted Legend and as set forth below: 

  

	 	A.	Prior to the 40th day after the later of the commencement of the offering of the Notes and the closing date (such period through and including such 40th day, the “Distribution
Compliance Period”), transfers by an owner of a beneficial interest in a Regulation S Global Note to a transferee who takes delivery of such interest through a Rule 144A Global Note of that series will be made only upon receipt by the Trustee
of a written certification from the transferor of the beneficial interest, substantially in the form of Exhibit C attached hereto, to the effect that such transfer is being made to a Person whom the transferor reasonably believes is a QIB in
a transaction meeting the requirements of Rule 144A. 

  

	 	B.	Transfers by an owner of a beneficial interest in the Rule 144A Global Note to a transferee who takes delivery through the Regulation S Global Note of that series, whether before or
after the expiration of the Distribution Compliance Period, will be made only upon receipt by the Trustee of a certification from the transferor, substantially in the form of Exhibit C attached hereto, to the effect that such transfer is
being made in accordance with Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the restricted period, the interest transferred will be held immediately thereafter
through Euroclear Bank S.A./NV, as operator of the Euroclear System, or Clearstream Banking, societe anonyme, Luxembourg. 

  

	 	C.	Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in another Global Security of that series will,
upon transfer, cease to be an interest in the initial Global Security of that series and will become an interest in the other Global Security of that series and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Security of that series for as long as it remains such an interest. 

  

	 	(19)	The CUSIP number for the Rule 144A Global Note is 91324PAS1 and the ISIN number for the Rule 144A Global Note is US91324PAS11. The CUSIP number for the Regulation S Global Note is
U91069AA9 and the ISIN number for the Regulation S Global Note is USU91069AA99. 

 B. Establishment of Forms of Securities Pursuant to
Section 201 of Indenture. 
 It is hereby established, pursuant to Section 201 of the Indenture, that the Global Security
representing the Notes shall be substantially in the form attached as Exhibit B hereto. 
 C. Order for the Authentication and Delivery of
Securities Pursuant to Section 303 of the Indenture. 
 It is hereby ordered pursuant to Section 303 of the Indenture that the
Trustee authenticate, in the manner provided by the Indenture, the Notes in the aggregate principal amount of $500,000,000 registered in the name of Cede & Co., which Notes have been heretofore duly executed by the proper officers of the
Company and delivered to you as provided in the Indenture, and to deliver said authenticated Notes to or on behalf of The Depository Trust Company on or before 10:30 a.m., Eastern Standard Time, on June 21, 2007. 
  

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 D. Other Matters. 
 The Company has provided to the Trustee true and correct copies of resolutions adopted by the Board of Directors of the Company on May 2, 2006; such resolutions have not been further amended, modified or
rescinded and remain in full force and effect; and such resolutions (together with this Officers’ Certificate and Company Order) are the only resolutions or other action adopted by the Company’s Board of Directors or any committee thereof
or by any officers of the Company relating to the offering and sale of the Notes. 
 The undersigned Senior Vice President and Treasurer
being an Authorized Representative as defined in the resolutions of the Board of Directors of the Company adopted on May 2, 2006 certifies that (i) he has approved the terms of the Notes as set forth in this Officers’ Certificate and
Company Order, (ii) he has approved and ratified the terms and form of the Purchase Agreement and (iii) he has approved and ratified the Indenture, all in accordance with the authority of such officer pursuant to such resolutions.

 The undersigned have read the pertinent sections of the Indenture including the related definitions contained therein. The undersigned
have examined the resolutions adopted by the Board of Directors of the Company. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion
as to whether or not the conditions precedent to (i) the establishment of the Notes, (ii) the establishment of the forms of the Notes and (iii) the authentication of the Notes, contained in the Indenture have been complied with. In
the opinion of the undersigned, such conditions have been complied with. 
 Dannette L. Smith and Simpson Thacher & Bartlett LLP are
entitled to rely on this Officers’ Certificate and Company Order in connection with the opinions they are rendering pursuant to Sections 5(c) and 5(d), respectively, of the Purchase Agreement. 
 [SIGNATURE PAGE TO FOLLOW] 
  

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 IN WITNESS WHEREOF, the undersigned have executed
this Officers’ Certificate and Company Order this 21st day of June, 2007. 
  

	
	UNITEDHEALTH GROUP INCORPORATED
	  
 /s/ Robert W. Oberrender

	Robert W. Oberrender
	Senior Vice President and Treasurer
	
	 /s/ Dannette L. Smith

	Dannette L. Smith
	Assistant Secretary









 EXHIBIT A 
 FORM OF LEGENDS 
 Global Security Legend 
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. 
 Restricted Legend 
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7), OF REGULATION
D UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. 
  

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 THE HOLDER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 
 THE HOLDER AGREES THAT, BEFORE THE HOLDER
OFFERS, SELLS OR OTHERWISE TRANSFERS THIS NOTE, UNITEDHEALTH GROUP INCORPORATED MAY REQUIRE THE HOLDER OF THIS NOTE TO DELIVER A WRITTEN OPINION, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH PROPOSED
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES. 
 AS USED IN THIS
NOTE, THE TERMS “OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. 
  

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 EXHIBIT B 
 FORM OF GLOBAL SECURITY 
 [THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 

 [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT
THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7), OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED
INVESTOR” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. 
  


	 	 1
	 Insert for all global securities. 


  

 11 








 THE HOLDER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 
 THE HOLDER AGREES THAT, BEFORE THE HOLDER
OFFERS, SELLS OR OTHERWISE TRANSFERS THIS NOTE, UNITEDHEALTH GROUP INCORPORATED MAY REQUIRE THE HOLDER OF THIS NOTE TO DELIVER A WRITTEN OPINION, CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH PROPOSED
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES. 
 AS USED IN THIS NOTE, THE TERMS “OFFSHORE TRANSACTION,” “U.S.
PERSON” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.]2 
  

					
		  	 UNITEDHEALTH GROUP
 INCORPORATED
	  	$[            ]
	 No. [    ]
	  	 Floating Rate Notes due
 June 21, 2010
	  	 CUSIP No. [                    ]
 ISIN No. [                    ]


 UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation (hereinafter called the
“Company,” which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
[            ] Dollars ($[            ]) on June 21, 2010 (the “Stated Maturity”), and to pay interest thereon
from June 21, 2007 or from the most recent date to which interest has been paid or duly provided for, quarterly on March 21, June 21, September 21, and December 21 and in each year (each, an “Interest Payment Date”),
commencing September 21, 2007, and at Maturity, at the rate per annum determined in accordance with the provisions set forth on the reverse side hereof, until the principal hereof is paid or duly made available for payment; provided,
that, if any Registration Default (as defined in the Registration Rights Agreement) with respect to this Note occurs under the Registration Rights Agreement (as hereafter defined), then the per annum interest rate on this Note will increase for
the period from the occurrence of such Registration Default until all Registration Defaults with respect to this Note have been cured or this Note becomes freely tradable under the Securities Act (at which time the interest rate will be reduced to
its initial rate) at a per annum rate of 0.25% for the first 90-day period following the occurrence of such Registration Default, and by an additional 0.25% thereafter (up to a maximum of 0.50%). 
 The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the “Regular Record Date” for such interest, which shall be the March 6, June 6, September 6 or
December 6 (whether or not a Business Day, as hereinafter defined) next preceding each such Interest Payment Date; provided, that, the interest payable at the Maturity or any earlier redemption of this Note will be payable to the person
to whom the principal of this Note is payable, provided, that, any accrued and unpaid interest (including any additional interest payable upon the occurrence of a Registration Default) on this Note upon the issuance of an Exchange Note in
exchange for this Note shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Record Date. 
  


	 2
	 Insert for all restricted securities. 


  

 12 








 Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid (i) to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special
Record Date or (ii) in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Note may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company
to the Trustee of the proposed payment pursuant to this clause (ii), such manner of payment shall be deemed practicable by the Trustee. In the event that a payment of principal or interest is due on a date that is not a Business Day (as defined
below), the related payment of principal or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or date of Maturity, as the case may be. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday in The City of New York on which banking institutions are authorized or
required by law, regulation or executive order to close. “London Business Day” means any day on which dealings in United States dollars are transacted in the London interbank market. 
 Payment of the principal of and the interest on this Note will be made at the corporate trust office of Wilmington Trust Company, in Wilmington,
Delaware, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The method of such payment shall be by wire transfer for a Note held in book-entry form or at the
option of the Company by check mailed to the Person entitled thereto as shown on the Security Register. Payment of the principal of and interest on this Note due at Maturity will be made in immediately available funds upon presentation of this Note.

 Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose. 
 [SIGNATURE PAGE TO FOLLOW] 
  

 13 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
 Dated: June 21, 2007 
  

			
	UNITEDHEALTH GROUP INCORPORATED
	By:	 	  

	Name:	 	Robert W. Oberrender
	Title:	 	Senior Vice President and Treasurer
		
	 Attest:
	 	

	Name:	 	Dannette L. Smith
	Title:	 	Assistant Secretary


 TRUSTEE’S CERTIFICATE OF 
 AUTHENTICATION 
 This is one of the Securities of the series designated herein and issued
pursuant to the within-mentioned Indenture. 
 Dated: June 21, 2007 
 WILMINGTON TRUST COMPANY, 
 as Trustee 
  

			
	 By:
	 	  

		 	Authorized Signatory

 UnitedHealth Group Incorporated 
 Floating Rate Notes due June 21, 2010 







 [REVERSE SIDE OF NOTE] 
 This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”) issued and to be issued in one or more series under a Senior Debt Securities Indenture, dated as of
November 15, 1998, as amended by an Amendment to Indenture, dated as of November 6, 2000, between the Company and Wilmington Trust Company, as successor trustee (the “Trustee,” which term includes any successor trustee), as
further supplemented by an Officers’ Certificate and Company Order dated June 21, 2007 pursuant to Section 301 of the Senior Debt Securities Indenture, as amended (together, the “Indenture”) between the Company and the
Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes,
and the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited in initial aggregate principal amount to
$[            ]; provided, however, that the Company may, so long as no Event of Default has occurred and is continuing, without the consent of the Holders of the Notes of this
series, issue additional notes with the same terms as the Notes of this series, and such additional notes shall be considered part of the same series under the Indenture as the Notes of this series. 
 This Note shall bear interest at a rate per annum equal to LIBOR (as defined below) plus 0.18%, as determined by the Calculation Agent (as defined below)
(based on a 360-day year for the actual number of days elapsed) from June 21, 2007, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on
March 21, June 21, September 21 and December 21 in each year, commencing September 21, 2007, until the principal thereof is paid or made available for payment; provided, that, if any Registration Default
with respect to this Note occurs under the Registration Rights Agreement, then the per annum interest rate on this Note will increase for the period from the occurrence of such Registration Default until all Registration Defaults with respect to
this Note have been cured or this Note becomes freely tradable under the Securities Act (at which time the interest rate will be reduced to its initial rate) at a per annum rate of 0.25% for the first 90-day period following the occurrence of such
Registration Default, and by an additional 0.25% thereafter (up to a maximum of 0.50%); provided further, that, any accrued and unpaid interest (including any additional interest payable upon the occurrence of a Registration Default)
on this Note upon the issuance of an Exchange Note in exchange for this Note shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular
Record Date. 
 Each March 21, June 21, September 21 and December 21 shall be an “Interest Payment
Date” for this Note, and each March 6, June 6, September 6 and December 6 (whether or not a Business Day), as the case may be, immediately preceding an Interest Payment Date for this Note shall be the “Regular
Record Date” for the interest payable on such Interest Payment Date. 
 The rate of interest on this Note will be 5.54% on June 21,
2007, and will be reset on each Interest Payment Date thereafter (the date on which each such reset occurs, an “Interest Reset Date”). 
 On each Interest Reset Date, the rate of interest on this Note shall be determined with respect to an Interest Determination Date. The second London Business Day preceding an Interest Reset Date will be the interest determination date (the
“Interest Determination Date”) for that Interest Reset Date. 
 Interest on this Note will accrue from and including, June 21,
2007, to and excluding, the first Interest Payment Date and then from and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to but excluding, the next Interest Payment Date or date of
Maturity, as the case may be, each such period an “Interest Period.” Accrued interest from June 21, 2007, or from the last date on which interest has been paid or duly provided for, to the date for which interest is being calculated
shall be calculated by multiplying the face amount of this Note by the applicable accrued interest factor (the “Accrued Interest Factor”). The Accrued Interest Factor shall be computed by adding the interest factor calculated for each


  

 15 








 
day from June 21, 2007, or from the last date to which interest has been paid or duly provided for, to the date for which accrued interest is being
calculated. The Accrued Interest Factor for each day shall be computed by dividing the per annum interest rate applicable to such day by 360. The interest rate in effect on each day will be (i) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date pertaining to such Interest Reset Date or (ii) if such day is not an Interest Reset Date and falls after the first Interest Reset Date, the interest rate determined as of the
Interest Determination Date pertaining to the immediately preceding Interest Reset Date or (iii) if such day is not an Interest Reset Date and falls before the first Interest Reset Date, 5.54%. 
 All percentages resulting from the above calculation will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half
cent being rounded upward). 
 LIBOR will be determined by the Calculation Agent in accordance with the following provisions: 
 (i) With respect to an Interest Period, LIBOR will be the rate (expressed as a percentage per annum) for deposits in United States dollars having a
three-month maturity that appears on Reuters LIBOR01 at approximately 11:00 A.M. London time on the Interest Determination Date. If on an Interest Determination Date such rate does not appear on Reuters LIBOR01 at such time, or if the Reuters
LIBOR01 is not available on such date, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (ii) below. 
 (ii) With respect to an Interest Determination Date on which no rate appears as specified in (i) above, the Calculation Agent will obtain such rate
from Bloomberg’s “BBAM.” If such rate does not appear on Reuters LIBOR01or Bloomberg’s page “BBAM” on an Interest Rate Determination Date at approximately 11:00 A.M., London time, then the Calculation Agent will request
the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation of the rate (expressed as a percentage per annum) offered by it
to prime banks in the London interbank market for three-month deposits in United States dollars in a principal amount of at least $1,000,000 at approximately 11:00 A.M., London time, on such Interest Determination Date. If at least two such
quotations are so provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York
City, as selected by the Calculation Agent, to provide a quotation of the rate (expressed as a percentage per annum) offered by it for loans in United States dollars to leading European banks, having a three-month maturity in a principal amount of
at least $1,000,000 at approximately 11:00 A.M., New York City time, on such Interest Determination Date. If at least two such rates are so provided, the rate for the interest period will be the arithmetic mean of such rates. If fewer than two such
rates are so provided, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 
 “Reuters LIBOR01” means the Reuters Screen LIBOR01 Page, or any successor service or page, for the purpose of displaying the London interbank rates of major banks for United States dollars. 
 Wilmington Trust Company will be the “Calculation Agent.” The Calculation Agent shall calculate the interest rate in accordance with the
foregoing. On or before each Calculation Date, the Calculation Agent will determine the interest rate and notify the paying agent. All calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive and binding and
neither the Trustee nor the paying agent shall have the duty to verify determinations of interest rates made by the Calculation Agent. The determinations of the Accrued Interest Factor made by the paying agent shall be conclusive and binding. The
“Calculation Date” pertaining to any Interest Determination Date on a Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding
Business Day, and (ii) the Business Day immediately preceding the applicable Interest Payment Date or the date of Maturity, as the case may be. 
  

 16 








 Notwithstanding the foregoing, the interest rate shall in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of general application. 
 Redemption 
 This Note is redeemable, in whole or in part, on any interest payment date beginning on December 21, 2008, at a redemption price equal to 100% of the
principal amount plus accrued and unpaid interest to the date of redemption. 
 A notice of redemption may provide that it is subject to
certain conditions that will be specified in the notice. If those conditions are not met, the redemption notice will be of no effect and the Company will not be obligated to redeem the Notes. 
 A partial redemption of the Notes may be effected on a pro rata basis (and in such manner as complies with applicable legal and stock exchange
requirements, if any) or in such method as the Trustee, in the exercise of its reasonable discretion, deems fair and appropriate. The Trustee may provide for the selection for redemption of portions in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. 
 Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed.

 Unless any Note called for redemption shall not be paid upon surrender thereof for redemption, on and after the Redemption Date interest
will cease to accrue on the Notes or portions thereof called for redemption. 
 This Note will not be entitled to any sinking fund.

 Miscellaneous Provisions 
 If an
Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture contains provisions for defeasance at any time of the Company’s obligations in respect of (i) the entire indebtedness of this
Note or (ii) certain restrictive covenants with respect to this Note, in each case upon compliance with certain conditions set forth therein. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series issued under the
Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series at the time Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note. 
 No reference herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note, at the time, place and rate, and in the coin or currency, herein and in the Indenture
prescribed. 
  

 17 








 As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the
transfer of this Note is registrable in the registry books of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company where the principal of (and premium, if any) and interest on this Note are
payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The
Notes of this series are issuable only in fully registered form without coupons in minimal initial purchase amounts of $2,000 and whole multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series which are of like tenor for any authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. 
 Prior to due
presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 This Note shall be governed
by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions. 
 The Holders of
this Note are entitled to the benefits of a Registration Rights Agreement, dated June 21, 2007, by and among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated as
representatives of the Initial Purchasers listed on Schedule A to the Purchase Agreement, dated June 18, 2007, by and among the Company and the Initial Purchasers, including the receipt of “additional Interest” upon a Registration
Default. 
 All capitalized terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

  

 18 








 ASSIGNMENT FORM 
 I or we assign and transfer this Note to 
  

  

 (Print or type name, address and zip code of
assignee or transferee) 
  

 (Insert Social Security or other identifying number of assignee or transferee) 
 and irrevocably appoint
                                        
                                        
                     agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

											
	Dated:	 	  
	 		  	Signed:	 		 	  

		 		 		  		 		 	 (Sign exactly as name appears
 on the other side of this Note)


  

			
	Signature Guarantee:	 	  

		 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

  

 19 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 
 Initial Principal Amount at Maturity of Global Security: [            ] Dollars
($[            ]). 
 The following exchanges of a part of this Global Security
for an interest in another Global Security or for a certificated note, or exchanges of a part of another Global Security or certificated note for an interest in this Global Security, have been made: 
  

									
	Date of Exchange	 	 Amount of decrease in
 Principal Amount of
this Global Security
	 	 Amount of increase in
 Principal Amount of
this Global Security
	 	 Principal Amount of
this Global Security
following such
decrease
 (or increase)
	 	 Signature of
authorized officer of
 Trustee or Note
Custodian

	 	 	 	 	 
	  
 	 	  
 	 	  
 	 	  
 	 	  
 
	 	 	 	 	 
	  
 	 	  
 	 	  
 	 	  
 	 	  
 
	 	 	 	 	 
	  
 	 	  
 	 	  
 	 	  
 	 	  
 

  

 20 








 EXHIBIT C 
 FORM OF CERTIFICATE OF TRANSFER 
 UnitedHealth Group Incorporated 
 UnitedHealth Group Center 
 9900 Bren Road East 
 Minnetonka, Minnesota 55343 
 Attn: Legal Department 
 Wilmington Trust Company 
 Corporate Capital Markets 
 1100 North Market Street 
 Wilmington, DE 19890-1615 
 Re: Floating Notes due June 21, 2010 of UnitedHealth Group Incorporated (the “Notes”) 
 Reference is made to the Senior Debt Securities Indenture, dated as of November 15, 1998, as amended by an Amendment to Indenture, dated as of
November 6, 2000 (collectively, the “Indenture”), between UnitedHealth Group Incorporated, a Minnesota corporation (the “Company”) and Wilmington Trust Company, as successor trustee (the “Trustee”). Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the “Securities Act”) are used herein as so defined. 
 [            ] (the “Transferor”) owns and proposes to transfer the Notes or
interest in such Notes specified in Annex A hereto, in the principal amount of $ in such Notes or interests (the “Transfer”), to [            ] (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY]

 1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a certificated security. The
Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or certificated security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or certificated security for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated security will be
subject to the restrictions on transfer enumerated in the Restricted Legend. 
 2. Check if Transferee will take delivery of a beneficial
interest in a Regulation S Global Note or a certificated security pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration 

  

 21 








 
requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated security will be subject to the restrictions on transfer enumerated in the
Restricted Legend. 
 3. Check if Transferee will take delivery of a beneficial interest in an unrestricted Global Security or of an
unrestricted certificated security pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Restricted Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated security will no longer be subject to the restrictions on transfer enumerated in the Restricted Legend.

 4. Check if Transferee is the Company or a Subsidiary of the Company. The Transferee is the Company or a Subsidiary of the Company.

 5. Check if Transfer is Pursuant to an effective registration statement. The transfer is being effected pursuant to an effective
registration statement under the Securities Act (file no. ). Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or certificated security will no longer be subject to the
restrictions on transfer enumerated in the Restricted Legend. 
  

 22 








 This certificate and the statements contained herein are made for your benefit and the benefit of the
Company. 
  

			
	Dated:	 	  

	
	  

		 	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title: