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Exhibit 4.1


UNITEDHEALTH GROUP INCORPORATED



$250,000,000 3.75% Notes due February 10, 2009



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 November 6, 2000
(collectively, the “Indenture”), between UnitedHealth Group Incorporated, a
Minnesota corporation (the “Company”), and The Bank of New York, as Trustee
(the “Trustee”) and resolutions adopted by the Company’s Board of Directors on
February 3, 2004, 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 “3.75% Notes due February 10,
2009” (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 $250,000,000
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 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.


          (4) The Stated Maturity Date of the Notes shall be February 10, 2009.



          (5) (A) The Notes shall bear interest at the rate of 3.75% per annum
(based upon a 360-day year of twelve 30-day months), from February 10, 2004 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, as the case may be, payable semi-annually on February 10 and
August 10 in each year, commencing August 10, 2004, until the principal thereof
is paid or made available for payment. Each such February 10 and August 10
shall be an “Interest Payment Date” for the Notes, and each February 1 and
August 1 (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.



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



          (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 The Bank of New York, in the
City of New York, New York, provided, however, that payment of principal or
interest may be made at the option of the Company by check mailed to the Person
entitled thereto as shown on the Security Register.



          (7) The Notes will be redeemable as follows:




		
	 	     The Notes will be subject to redemption, in whole or in part at any
time before their 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 10 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.



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	 	•	 	“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, 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., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and UBS Securities 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., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and UBS Securities 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., Merrill Lynch, Pierce, Fenner & Smith
Incorporated or UBS Securities LLC, provided, however, that if any
of J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated or UBS Securities 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 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



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	 	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 $1,000 and any integral
multiple of $1,000 in excess thereafter.



          (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 deposited with, or on behalf of, The Depository
Trust Company, New York, New York, as Depositary, and will be represented by a
global security (a “Global Security”) registered in the name of a nominee of
the Depositary. So long as the Depositary or its nominee is the registered
holder of any Global Security, the Depositary or its nominee, as the case may
be, will be considered the sole Holder of the Notes represented by such Global
Security for all purposes under the Indenture and the Notes.



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




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          (18) 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. The Notes shall have
such other terms and provisions as are provided in the Global Security
representing the Notes substantially in the form attached as Exhibit A hereto.



          (19) The CUSIP number for the Notes is 91324PAG7.



     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 A 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 $250,000,000 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 9:00 a.m., Eastern Standard Time, on February 10, 2004.


     D.     Other Matters.


     Attached as Exhibit B hereto are true and correct copies of resolutions
adopted by the Board of Directors of the Company at a meeting on February 3,
2004; 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 Chief Financial Officer being an Authorized Representative
as defined in the resolutions of the Board of Directors of the Company adopted
at a meeting on February 3, 2004 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 Underwriting Agreement
dated February 5, 2004 and the Pricing Agreement dated February 5,
2004 (the “Pricing Agreement”) among the Company and J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS
Securities LLC, as representatives of the several Underwriters named in
Schedule I to the Pricing 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


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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.


     Faegre & Benson LLP and Dorsey & Whitney LLP are entitled to rely on this
Officers’ Certificate and Company Order in connection with the opinion they are
rendering pursuant to Sections 7(b) and 7(c), respectively, of the Underwriting
Agreement.


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     IN WITNESS WHEREOF, the undersigned have executed this Officers’
Certificate and Company Order this 5th day of February 2004.



	 	 	 
	 	 	
UNITEDHEALTH GROUP INCORPORATED
	 	 	 
	 	 	

	 	 	
Patrick J. Erlandson
	 	 	
Chief Financial Officer
	 	 	 
	 	 	

	 	 	
Robert W. Oberrender
	 	 	
Treasurer



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