THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL
INVESTOR (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) BY
SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE (A) AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 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 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 UNITED HEALTHCARE $
CORPORATION CUSIP
NO. 5.65% NOTES DUE DECEMBER 1, 1999 NO. 910581 AB 3
UNITED HEALTHCARE CORPORATION, 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 December 1, 1999 (the "Stated Maturity"), and to
pay interest thereon from __________________ or from the most recent date to
which interest has been paid or duly provided for, semi-annually on June 1
and December 1 in each year (each, an "Interest Payment Date"), commencing
__________________ , and at Maturity, at the rate of 5.65% 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 Notes) is registered at the close of business on
the "Regular Record Date" for such interest, which shall be the May 15 or the
November 15 (whether or not a Business Day) next preceding such Interest
Payment Date; PROVIDED, HOWEVER, that interest payable at the Maturity of
this Note shall be payable to the Person to whom principal shall be payable.
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 Notes) 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 such Notes 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 any Interest Payment Date or date of Maturity is not a Business
Day, the interest and, with respect to the date of Maturity, principal
otherwise payable on such date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Interest Payment Date
or on such date of Maturity. "Business Day" shall mean any day that is not a
Saturday or Sunday and that, in the City of New York, is not a day on which
banking institutions are generally authorized or obligated by law 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 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: November 24, 1998
UNITED HEALTHCARE CORPORATION
By: ____________________
Name: Allan J. Weiss
Title: Vice President and Treasurer
Attest: ____________________
Name: David J. Lubben
Title: General Counsel and 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: NOVEMBER 24, 1998
THE BANK OF NEW YORK,
as Trustee
By:________________________
Authorized Signatory
UNITED HEALTHCARE CORPORATION
5.65% NOTES DUE DECEMBER 1, 1999
[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 an Indenture dated as of November 15, 1998, as supplemented pursuant
to Section 301 thereof by the Officers' Certificate and Company Order dated
November 24, 1998 (herein called, 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
aggregate principal amount to $ .
REDEMPTION
The Notes are not subject to redemption prior to the Stated Maturity.
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 at the time Outstanding of each series 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 maintained
for the purpose in any place 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 $100,000 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 and of like tenor of a different 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.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
---------------------------------
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.
---------------------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------------
| |
-------------------------------------------
- ------
(Please print or typewrite name and address,
including postal zip code of assignee)
the within Note and all rights thereunder and hereby irrevocably constitutes
and appoints _________________________________________
to transfer said Note on the books of the 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
SIGNATURE GUARANTEE: Signatures must be guaranteed by an "eligible
institution" meeting the requirements of the [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 [Registrar] in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.
CERTIFICATE OF TRANSFER
In connection with any transfer of this Note occurring prior to the date
that is two years after the later of November 24, 1998 and the last date on
which this Note (or any predecessor Note) was owned by the Company or any
affiliate of the Company, the undersigned confirms that this Note is being
transferred:
CHECK ONE BOX BELOW
___ (a) As long as this Note is eligible for resale pursuant to Rule
144A under the Securities Act of 1933, as amended, to a person the
undersigned reasonably believes is a "qualified institutional buyer"
(a "QIB") as defined in such Rule 144A that purchases for its own
account or for the account of a QIB to whom notice is given that the
transfer is being made in reliance on such Rule 144A;
___ (b) to an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended) that has furnished to the Trustee a signed letter containing
certain representations and agreements (the form of which letter can
be obtained from the Trustee); or
___ (c) pursuant to an exemption from registration under the
Securities Act of 1933, as amended, pursuant to Rule 144 thereunder;
or
___ (d) to the Company.
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.
Dated:________________
SIGNATURE
Signature Guaranteed:
SIGNATURE
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is acquiring this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it or any such account , as the case may be, is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:______________________
NOTICE: To be executed by an executive officer