Exhibit 4.4.
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. 6.60% NOTES DUE DECEMBER 1, 2003 NO. 910581 AD 9
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, 2003 (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 6.60% 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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
UNITED HEALTHCARE CORPORATION
By:
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Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
Attest:
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Name: Xxxxx X. Xxxxxx
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:
THE BANK OF NEW YORK,
as Trustee
By:
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Authorized Signatory
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UNITED HEALTHCARE CORPORATION
6.60% NOTES DUE DECEMBER 1, 2003
[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
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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.
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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
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(State)
Additional abbreviations may be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or typewrite name and address,
including postal zip code of assignee)
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the within Note and all rights thereunder and hereby irrevocably constitutes
and appoints
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to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated
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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.
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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.
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