exv4w2



 






Exhibit 4.2




     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


No. 1
	 	UNITEDHEALTH GROUP

INCORPORATED

4.875% Notes due March 15, 2015
	 	$500,000,000

CUSIP

No. 91324PAM4






     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 FIVE
HUNDRED MILLION Dollars ($500,000,000) on March 15, 2015 (the “Stated Maturity”), and to pay
interest thereon from March 7, 2005 or from the most recent date to which interest has been paid or
duly provided for, semi-annually on March 15 and September 15 in each year (each, an “Interest
Payment Date”), commencing September 15, 2005, and at Maturity, at the rate of 4.875% 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 March 1 or September 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: March 7, 2005




	 	 	 	 	 	 	 
	 	 	 	 	UNITEDHEALTH GROUP INCORPORATED
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/
Patrick J. Erlandson
	

	 	 	 	 	 	Name: Patrick J. Erlandson
	

	 	 	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 	 	 
	

	 	 	 	Attest:
	 	/s/
Rina Lyubkin
	

	 	 	 	 	 	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: March 7, 2005	 	 	 	 
	 
	 	 	 	 	 	 
	THE BANK OF NEW YORK,	 	 	 	 
	as Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/
Ming Ryan
	 	 	 	 
	

	 	Authorized Signatory	 	 	 	 






UnitedHealth Group Incorporated

4.875% Notes due March 15, 2015




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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 March 2, 2005
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 $500,000,000; 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 Citigroup Global Markets Inc., J.P.
Morgan Securities Inc. or Morgan Stanley & Co. Incorporated 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 Citigroup Global Markets Inc., J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated 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 Citigroup Global
Markets Inc., J.P. Morgan Securities Inc. or Morgan Stanley & Co. Incorporated,
provided, however, that if any of Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. or Morgan Stanley & Co. Incorporated 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.



     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.



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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.



     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.



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     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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