exv4w5



 





Exhibit 4.5




     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR
DEBT SECURITIES INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE
IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY (AS DEFINED
BELOW) OR TO ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



	 	 	 	 	 
	REGISTERED

	 	UNITEDHEALTH GROUP
	 	$450,000,000
	

	 	INCORPORATED
	 	CUSIP
	No. 1

	 	4 1/8% Notes due August 15, 2009
	 	No. 91324PAK8







     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 FOUR HUNDRED FIFTY
MILLION Dollars ($450,000,000) on August 15, 2009 (the “Stated Maturity”), and
to pay interest thereon from August 16, 2004 or from the most recent date to
which interest has been paid or duly provided for, semi-annually on August 15
and February 15 in each year (each, an “Interest Payment Date”), commencing
February 15, 2005, and at Maturity, at the rate of 4 1/8% per annum, until the
principal hereof is paid or duly made available for payment. Interest on this
Note shall be calculated on the basis of a 360-day year consisting of twelve
30-day months. 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 August 1 or February 1 (whether or not a Business
Day, as hereinafter defined) next preceding each such Interest Payment Date.
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.



     Payment of the principal of and the interest on this Note will be made at
the office or agency of the Company maintained for that purpose in The City of
New York, 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;
provided, however, that, at the option of the Company, interest may be paid by
check mailed to the address of the Person entitled thereto as such address
shall appear in 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.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.



Dated: August 16, 2004




	 	 	 	 	 
	 	 	UNITEDHEALTH GROUP INCORPORATED
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Name: Patrick J. Erlandson
	

	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 
	

	 	Attest:	 	 
	

	 	 	 	
 
	

	 	 	 	Name: Rina Lyubkin
	

	 	 	 	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: August 16, 2004




THE BANK OF NEW YORK,
as Trustee




	 	 	 
	By:
	 	 
	

	 	
 
	

	 	Authorized Signatory












UnitedHealth Group Incorporated

4 1/8% Notes due August 15, 2009




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[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, as further
supplemented by an Officers’ Certificate and Company Order dated August 11,
2004 pursuant to Section 301 of the Senior Debt Securities Indenture, as
amended (together, the “Indenture”) between the Company and The Bank of New
York, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), 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 $450,000,000; 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.



     The Notes will not be entitled to any sinking fund.



Redemption




     The Notes are redeemable, in whole or in part at any time before the
Stated Maturity, at the option of the Company at a Redemption Price equal to
the greater of (i) 100% of the principal amount of the Notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (excluding the portion of
any such interest accrued to the Redemption Date) discounted to the Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield (as defined below), plus 12.5 basis
points, plus, in each case, accrued and unpaid interest to the Redemption Date.
For this purpose, the following terms have the following meanings:




	•	 	“Treasury Yield” means, with respect to any Redemption Date,
the rate per year equal to the semi-annual equivalent yield to
maturity or interpolated (on a day count basis) yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date.
	 
	•	 	“Comparable Treasury Issue” means the United States Treasury
security selected by an Independent Investment Banker appointed by
the Trustee after consultation with the Company as having an actual
or interpolated maturity comparable to the remaining term of the
Notes being redeemed, or such other maturity, that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes
being redeemed.
	 
	•	 	“Comparable Treasury Price” means, with respect to any
Redemption Date, (i) the average of the Reference Treasury Dealer
Quotations for such Redemption Date,




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	 	 	after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such Redemption Date, or (ii) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such Reference Treasury Dealer Quotations.
	 
	•	 	“Independent Investment Banker” means any of J.P. Morgan
Securities Inc., Banc of America Securities LLC, Citigroup Global
Markets Inc. or Wachovia Capital Markets, LLC or their respective
successors or, if such firms are unwilling or unable to select the
Comparable Treasury Issue, one of the remaining Reference Treasury
Dealers appointed by the Trustee after consultation with the
Company.
	 
	•	 	“Reference Treasury Dealer” means (i) any of J.P. Morgan
Securities Inc., Banc of America Securities LLC, Citigroup Global
Markets Inc. and Wachovia Capital Markets, LLC or their affiliates
and any other primary U.S. Government securities dealer in the
United States (a “Primary Treasury Dealer”) designated by, and not
affiliated with, any of J.P. Morgan Securities Inc., Banc of America
Securities LLC, Citigroup Global Markets Inc. or Wachovia Capital
Markets, LLC, provided, however, that if any of J.P. Morgan
Securities Inc., Banc of America Securities LLC, Citigroup Global
Markets Inc. or Wachovia Capital Markets, LLC or any of their
respective affiliates shall cease to be a Primary Treasury Dealer,
the Company will appoint another Primary Treasury Dealer as a
substitute for such entity and (ii) any other Primary Treasury
Dealer selected by the Trustee.
	 
	•	 	“Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed, in each case, as a percentage
of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such Redemption Date.





     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 this Note.



     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.



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     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.



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.



     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 $1,000 and any amount in
excess thereafter which is an integral multiple of $1,000. 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.



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     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.



     All capitalized terms used in this Note which are not defined herein shall
have the meanings assigned to them in the Indenture.



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ABBREVIATIONS




     The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:




	 	 	TEN COM—as tenants in common

TEN ENT—as tenants by the entireties

JT TEN—as joint tenants with right of survivorship

and not as tenants in common





	 	 	 	 	 	 	 	 	 
	 	 	UNIF GIFT MIN ACT—	 	Custodian
	 	 
	 	 	 	 	
 	 	 
	

	 	 	 	(Cust)
	 	(Minor)	 	 







under Uniform Gift to Minors Act









(State)




     Additional abbreviations may be used though not in the above list.



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     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE








(Name and address of assignee, including zip code, must be printed or typewritten)






the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing






Attorney to transfer said Note on the books of the within Company, with full
power of substitution in the premises




	 	 	 
	Dated

	 	                   
	 
	 	 
	

	 	                   







     NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.



     SIGNATURE GUARANTEE: Signatures must be guaranteed by an “eligible
institution” meeting the requirements of the Security Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




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