Prepared by MERRILL CORPORATION
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Filed Pursuant to Rule 424(b)2
Registration No. 333-66013

         Prospectus Supplement to Prospectus dated April 26, 1999.

$400,000,000

UnitedHealth Group Incorporated
5.20% Notes due January 17, 2007

        We are offering $400,000,000 of 5.20% notes under this prospectus supplement. We will pay interest on the notes semi-annually on July 17 and January 17 of each year, beginning July 17, 2002, at the rate of 5.20% per year. The notes will mature on January 17, 2007. The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness. The notes will be issued in registered form only, without coupons, in denominations of $1,000 and whole multiples of $1,000.

        At our option, we may redeem the notes in whole or in part at any time before their maturity on not less than 30 or more than 60 days' notice by mail. If we redeem the notes before their maturity, the redemption price will be 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 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), plus 25 basis points, plus, in each case, accrued and unpaid interest to the redemption date.

         See "Risk Factors" beginning on page S-3 to read about factors you should consider before buying the notes.

         Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 
   Per Note
   Total
Public offering price(1)   99.861 % $ 399,444,000
Underwriting discount   0.600 % $ 2,400,000
Proceeds, before expenses, to UnitedHealth Group   99.261 % $ 397,044,000

        The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on January 17, 2002.

Joint Bookrunners

Goldman, Sachs & Co.                                      Merrill Lynch & Co.

Banc of America Securities LLC

                      Banc One Capital Markets, Inc.

                                                     BNY Capital Markets, Inc.

                                                                           JPMorgan

                                                                                                  Lehman Brothers

                                                                                                                      Salomon Smith Barney

UBS Warburg

Prospectus Supplement dated January 14, 2002.

        This prospectus supplement relates to a prospectus which is part of a registration statement that we have filed with the Securities and Exchange Commission ("SEC") utilizing a "shelf" registration process. Under this shelf registration process, we may sell the securities described in the prospectus in one or more offerings up to a total amount of $1.25 billion. The prospectus provides you with a general description of the securities we may offer. This prospectus supplement contains specific information about the terms of this offering. This prospectus supplement may therefore add, update or change information contained in the prospectus. Please carefully read both this prospectus supplement and the accompanying prospectus in addition to the information described in the prospectus in the section called "Where You Can Find More Information."

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FORWARD-LOOKING STATEMENTS

        This prospectus supplement and the accompanying prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). The words or phrases "believes," "anticipates," "intends," "will likely result," "estimates," "projects" and similar expressions identify such forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, our business involves risks and uncertainties that may cause our actual results to differ significantly from the results discussed in the forward-looking statements. See "Risk Factors."

        The following text under the heading "Risk Factors" contains cautionary statements regarding our business and results of operations. These statements discuss matters which may in part be contained elsewhere in this prospectus supplement and the accompanying prospectus and which may have been contained in other documents prepared by us under federal or state securities laws. This discussion is intended to take advantage of the "safe harbor" provisions of the PSLRA. In making these cautionary statements, we do not undertake to address or update each factor in future filings with the SEC or communications regarding our business or results, and do not undertake to address how any of these factors may have caused results to differ from discussions or information contained in previous filings or communications. In addition, any of the matters discussed below may have affected our past, as well as current, forward-looking statements about future results, so that our actual results in the future may differ materially from those expressed in prior communications.


RISK FACTORS

Health Care Costs

        We use a large portion of our revenue to pay the costs of health care services or supplies delivered to our customers. Total health care costs are affected by the number of individual services rendered and the cost of each service. Much of our premium revenue is priced before services are delivered and the related costs are incurred, usually on a prospective annual basis. Although we base the premiums we charge on our estimate of future health care costs over the fixed premium period, competition, regulations and other factors may and often do cause actual health care costs to exceed what was estimated and reflected in premiums. These factors may include increased use of services, increased cost of individual services, catastrophes, epidemics, the introduction of new or costly treatments, medical cost inflation, new mandated benefits or other regulatory changes, insured population characteristics and seasonal changes in the level of health care use. In addition, the financial results we report for any particular period include estimates of claims incurred that have not yet been received or processed. Because of these estimates, our earnings may be adjusted later to reflect the actual costs. Relatively small changes in medical costs as a percentage of premium revenues or our inability to properly estimate future health care costs over fixed premium periods, because of the narrow margins of our health plan business, can create significant changes in our financial results.

Industry Factors

        The managed care industry receives significant negative publicity and has been the subject of large jury awards. This publicity has been accompanied by increased litigation, legislative activity, regulation and governmental review of industry practices. These factors may adversely affect our ability to market our products or services, may require us to change our products and services, and may increase the regulatory burdens under which we operate, further increasing our costs of doing business and adversely affecting our profitability.

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Competition

        In many of our geographic or product markets, we compete with a number of other entities, some of which may have certain characteristics or capabilities that give them a competitive advantage. We believe the barriers to entry in these markets are not substantial, so the addition of new competitors can occur relatively easily, and consumers enjoy significant flexibility in moving to new providers of health and well-being services. Certain of our customers may decide to perform for themselves functions or services we provide, which would decrease our revenues. Certain of our contracted physicians and other health care providers may decide to market products and services to our customers in competition with us. In addition, significant merger and acquisition activity has occurred in the industry in which we operate as well as in industries that act as suppliers to us, such as the hospital, physician, pharmaceutical, medical device and health information systems industries. To the extent that there is strong competition or that competition intensifies in any market, our ability to retain or increase customers or physicians and other health care providers, or maintain or increase our revenue growth, pricing flexibility, control over medical cost trends and marketing expenses may be adversely affected.

AARP Contract

        Under our long-term contract with AARP, we provide Medicare Supplement and Hospital Indemnity health insurance and other products to AARP members. As of December 31, 2001, our portion of AARP's insurance program represented approximately $3.6 billion in annual net premium revenue from approximately 3.5 million AARP members. The success of our AARP arrangement will depend, in part, on our ability to service these customers, develop additional products and services, price the products and services competitively, and respond effectively to federal and state regulatory changes. Additionally, events that adversely affect AARP or one of its other business partners for its member insurance program could have an adverse effect on the success of our arrangement with AARP.

Medicare Operations

        In response to medical cost increases that exceeded reimbursement rate growth, we have withdrawn our Medicare product offerings from a number of counties and filed significant benefit adjustments. These and other actions have reduced Medicare enrollment and may result in further withdrawals of Medicare product offerings, when and as permitted by our contracts with the Centers for Medicare and Medicaid Services ("CMS"). We are precluded from re-entering the counties from which we have withdrawn our Medicare+Choice product offerings until two years after the respective effective date of withdrawal.

        We will continue to offer Medicare products in strong and economically viable markets. However, our ability to improve the financial results of our Medicare operations will depend on a number of factors, including future premium increases, growth in markets where we have achieved sufficient size to operate efficiently, benefit design, physician and other health care provider contracting and other factors. There can be no assurance that we will be able to successfully prevent future losses on our Medicare operations.

Government Programs and Regulation

        Our business is heavily regulated at federal, state, local and international levels. The laws and rules governing our business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force us to change how we do business, restrict revenue and enrollment growth, increase our health care and administrative costs and capital requirements, and increase

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our liability in federal and state court for coverage determinations, contract interpretation and other actions. We must obtain and maintain regulatory approvals to market many of our products. Delays in obtaining or failure to obtain or maintain these approvals could adversely affect our revenue or could increase our costs. We participate in federal, state and local government health care coverage programs. These programs generally are subject to frequent change, including changes that may reduce the number of persons enrolled or eligible, reduce the amount of reimbursement or payment levels, or reduce or increase our administrative or health care costs under such programs. Such changes have adversely affected our financial results and willingness to participate in such programs in the past and may also do so in the future.

        State legislatures and Congress continue to focus on health care issues. Congress is considering various forms of Patients' Bill of Rights legislation that, if adopted, could fundamentally alter the Employee Retirement Income Security Act of 1974's ("ERISA's") treatment of liability for noncompliance, fiduciary breach of contract and improper coverage denials. Other bills and regulations at state and federal levels may impact certain aspects of our business including physician and other health care provider contracting, claims payments and processing, confidentiality of health information and government-sponsored programs. While we cannot predict if any of these initiatives will ultimately become binding law or regulation, or if enacted, what their terms will be, their enactment could increase our costs, expose us to expanded liability, require us to revise the ways in which we conduct business or put us at risk for a loss of business to new health care funding arrangements. Further, as our businesses continue to implement their e-commerce initiatives, uncertainty surrounding the regulatory authority and requirements in this area will make it difficult to ensure compliance.

        We are also subject to various governmental reviews, audits and investigations. Such oversight could result in the loss of licensure or the right to participate in certain programs, or the imposition of civil or criminal fines, penalties and other sanctions. In addition, disclosure of any adverse investigation or audit results or sanctions could damage our reputation in various markets and make it more difficult for us to sell our products and services. We are currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the CMS, state insurance departments and state attorneys general, the Office of Personnel Management, the Office of the Inspector General and U.S. Attorneys.

        Our operations are conducted through our wholly owned subsidiaries, which include health maintenance organizations and insurance companies. These companies are subject to state regulations that, among other things, may require the maintenance of minimum levels of statutory capital, as defined by each state, and may restrict the timing and amount of dividends and other distributions that may be paid to their respective parent companies. Generally, the amount of dividend distributions that may be paid by our regulated subsidiaries, without prior approval by state regulatory authorities, is limited based on the entity's level of statutory net income, statutory capital and surplus.

Physician, Hospital and Other Health Care Provider Relations

        One of the significant techniques we use to manage health care costs and facilitate care delivery is contracting with physicians, hospitals and other health care providers. Because our health plans are geographically diverse and most of those health plans contract with a large number of these providers, we believe our aggregate exposure to provider relations issues is limited. A number of organizations are advocating for legislation that would exempt certain of these providers from federal and state antitrust laws, the adoption of which could impact this assessment. In any particular market, these providers could refuse to contract, demand higher payments, or take other actions that could result in higher health care costs, less desirable products for customers, or

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difficulty meeting regulatory or accreditation requirements. In some markets, certain providers, particularly hospitals, physician/hospital organizations or multi-specialty physician groups, may have significant market positions or near monopolies. In addition, physician or practice management companies, which aggregate physician practices for administrative efficiency and marketing leverage, continue to expand. These providers may compete directly with us. If these providers refuse to contract with us, use their market position to negotiate favorable contracts, or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be adversely affected.

Litigation and Insurance

        We may be a party to a variety of legal actions that affect any business, such as employment and employment discrimination-related suits, employee benefit claims, breach of contract actions, tort claims, shareholder suits, including securities fraud, and intellectual property related litigation. In addition, because of the nature of our business, we are subject to a variety of legal actions relating to our business operations, including the design, management and offering of our products and services. These could include: claims relating to the denial of health care benefits; medical malpractice actions; allegations of anti-competition and unfair business activities; disputes over compensation and termination of contracts including those with physicians and other health care providers; disputes related to self-funded business, including actions alleging claim administration errors and the failure to disclose network rate discounts and other fee and rebate arrangements; disputes over copayment calculations; claims related to the failure to disclose certain business practices; and claims relating to customer audits and contract performance. A number of class action lawsuits have been filed against us and certain of our competitors in the managed care business. The suits are purported class actions on behalf of all of our managed care customers and network physicians for alleged breaches of federal statutes, including ERISA and the Racketeer Influenced Corrupt Organization Act. While we believe these suits against us are without merit and we intend to defend our position vigorously, we will incur expenses in the defense of these matters and we cannot predict their outcome.

        Recent court decisions and legislative activity may increase our exposure for any of these types of claims. In some cases, substantial non-economic, treble or punitive damages may be sought. We currently have insurance coverage for some of these potential liabilities. Other potential liabilities may not be covered by insurance, insurers may dispute coverage, or the amount of insurance may not be enough to cover the damages awarded. In addition, certain types of damages, such as punitive damages, may not be covered by insurance and insurance coverage for all or certain forms of liability may become unavailable or prohibitively expensive in the future.

Information Systems

        Our businesses depend significantly on effective information systems, and we have many different information systems for our various businesses. Our information systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems in order to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards, and changing customer preferences. For example, the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Department of Labor's claim processing regulations may require changes to current systems. In addition, we may from time to time obtain significant portions of our systems-related or other services or facilities from independent third parties, which may make our operations vulnerable to such third parties' failure to perform adequately. As a result of our acquisition activities, we have acquired additional systems and have been taking steps to reduce the number of systems and have upgraded and expanded our information systems

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capabilities. Failure to maintain effective and efficient information systems could cause the loss of existing customers, difficulty in attracting new customers, issues in determining medical cost estimates, customer and physician and other health care provider disputes, regulatory problems, increases in administrative expenses or other adverse consequences.

Administrative and Management

        Efficient and cost-effective administration of our operations is essential to our profitability and competitive positioning. While we attempt to effectively manage expenses, staff-related and other administrative expenses may arise from time to time due to business or product start-ups or expansions, growth or changes in business, acquisitions, regulatory requirements or other reasons. These expense increases are not clearly predictable and may adversely affect results. Further, we believe we currently have an experienced, capable management and technical staff. The market for management and technical personnel, including information systems professionals, in the health care industry is very competitive. Loss of certain key employees or a number of managers or technical staff could adversely affect our ability to administer and manage our business.

Marketing

        We market our products and services through both employed sales people and independent sales agents. Although we have many sales employees and agents, the departure of certain key sales employees or agents or a large subset of these individuals could impair our ability to retain existing customers. In addition, certain of our customers or potential customers consider rating, accreditation or certification of us by various private or governmental bodies or rating agencies necessary or important. Certain of our health plans or other business units may not have obtained or maintained, or may not desire or be able to obtain or maintain, such rating accreditation or certification, which could adversely affect our ability to obtain or retain business with these customers.

Acquisitions and Dispositions

        We have an active ongoing acquisition and disposition program under which we may engage in transactions involving the acquisition or disposition of assets, products or businesses, some or all of which may be material. These transactions may entail certain risks and uncertainties and may affect ongoing business operations because of unknown liabilities, unforeseen administrative needs or increased efforts to integrate the acquired operations. Failure to identify liabilities, anticipate additional administrative needs or effectively integrate acquired operations could result in reduced revenues, increased administrative and other costs or customer confusion or dissatisfaction.

Data and Proprietary Information

        Many of the products that are part of our knowledge and information-related business depend significantly on the integrity of the data on which they are based. If the information contained in our databases were found or perceived to be inaccurate, or if such information were generally perceived to be unreliable, commercial acceptance of our database-related products would be adversely and materially affected. Furthermore, the use of individually identifiable data by our businesses is regulated at federal, state and local levels. These laws and rules are changed frequently by legislation or administrative interpretation. These restrictions could adversely affect revenues from certain of our products or services and, more generally, affect our business, financial condition and results of operations.

        There are various recently adopted state laws that address the use and maintenance of individually identifiable health data. Most enact privacy provisions from the federal Gramm-Leach-

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Bliley Act. Additionally, new federal regulations promulgated pursuant to HIPAA are now effective with compliance required by April 2003. Compliance with these proposals and new regulations could result in cost increases due to necessary systems changes and the development of new administrative processes and may impose restrictions on our use of patient data. The success of our knowledge and information-related business also depends significantly on our ability to maintain proprietary rights to our databases and related products. We rely on our agreements with customers, confidentiality agreements with employees, and our trade secrets, copyrights and patents to protect our proprietary rights. We cannot assure that these legal protections and precautions will prevent misappropriation of our proprietary information. In addition, substantial litigation regarding intellectual property rights exists in the software industry, and we expect software products to be increasingly subject to third-party infringement claims as the number of products and competitors in this industry segment grows. Such litigation could have an adverse effect on the ability of our knowledge and information-related business to market and sell its products and on our business, financial condition and results of operations.

Financial Outlook

        From time to time in press releases and otherwise, we may publish forecasts or other forward-looking statements regarding our future results, including estimated revenues or net earnings. Any forecast of our future performance reflects various assumptions. These assumptions are subject to significant uncertainties, and as a matter of course, any number of them may prove to be incorrect. Further, the achievement of any forecast depends on numerous risks and other factors (including those described in this discussion), many of which are beyond our control. As a result, we cannot assure that our performance will be consistent with any management forecasts or that the variation from such forecasts will not be material and adverse. You are cautioned not to base your entire analysis of our business and prospects upon isolated predictions, but instead are encouraged to utilize our entire publicly available mix of historical and forward-looking information, as well as other available information affecting us and our services, when evaluating our prospective results of operations.

Stock Market

        The market prices of the securities of the publicly-held companies in the industry in which we operate have shown volatility and sensitivity in response to many factors, including general market trends, public communications regarding managed care, litigation and judicial decisions, legislative or regulatory actions, health care cost trends, pricing trends, competition, earnings, membership reports of particular industry participants and acquisition activity. We cannot assure the level or stability of the price of our securities at any time or the impact of the foregoing or any other factors on such prices.

Absence of Public Market for the Notes

        No public market exists for the notes and we cannot assure the liquidity of any market that may develop for the notes, the ability of the holders to sell their notes or the price at which holders will be able to sell their notes. We do not intend to apply for listing of the notes on any securities exchange or for quotation through the NASD Automated Quotation System. Future trading prices of the notes will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities.

        The underwriters have informed us that they intend to make a market in the notes. They are not, however, obligated to do so, and they may terminate any such market making activity at any time without notice to the holders of the notes.

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USE OF PROCEEDS

        We will receive net proceeds from the sale of the notes of about $397 million after deducting underwriting commissions and other expenses of the offering. We intend to use the net proceeds from the sale of the notes for general corporate purposes, which may include working capital, repayment of commercial paper, business acquisitions and share repurchases.


RATIOS OF EARNINGS TO FIXED CHARGES

        The ratio of earnings to fixed charges for each of the periods indicated is set forth below. For purposes of computing these ratios, earnings represent income from continuing operations before extraordinary items. Fixed charges represent interest expense, including amounts capitalized plus the interest factor in rental expense.

 
   Nine Months Ended September 30, 2001
   Year Ended December 31,
  
 
   2000
   1999
   1998
   1997
   1996
  
Ratio of Earnings to Fixed Charges   9.50 x 8.36 x 7.81 x NM*   10.75 x 8.58 x
   
 
 
 
 
 
 
*
Not meaningful. For the year ended December 31, 1998, earnings were insufficient to cover fixed charges by $42 million. Excluding operational realignment and other charges of $725 million, charges related to contract losses associated with certain Medicare markets and other increases to commercial and Medicare medical costs payable estimates of $175 million, and a convertible preferred stock redemption premium of $20 million from the year ended December 31, 1998, the ratio of earnings to fixed charges would have been 9.00x.

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BUSINESS

        UnitedHealth Group is a national leader in forming and operating markets for the exchange of health and well-being services. In our five primary businesses, we provide a broad spectrum of resources to help people improve their health and well-being through all stages of life.

        Our Health Care Services segment consists of our UnitedHealthcare and Ovations businesses. UnitedHealthcare coordinates network-based health and well-being services on behalf of local employers and consumers nationwide. Ovations is a business dedicated to advancing the health and well-being goals of Americans age 50 and older.

        Our Uniprise business is devoted to serving the needs of large organizations. Its services include network-based health and well-being services on both an insured and a self-funded basis, business-to-business transactional infrastructure services and consumer connectivity, and technology support services.

        Our Specialized Care Services business is an expanding portfolio of health and well-being companies, each serving a specialized market need with a unique blend of benefits, physician and other health care provider networks, services and resources. These specialty businesses offer products that address consumers' needs for mental health and chemical dependency services, employee assistance, organ transplants, vision and dental services, health related information and other health and well-being services.

        Our Ingenix business is a leader in the field of health care data and information, research, analysis and application. Ingenix serves multiple health care market segments on a business-to-business basis, including pharmaceutical companies, health insurers and other payers, physicians and other health care providers, large employers and government agencies.

        While separate, our businesses remain interrelated as part of our health and well-being enterprise. Our businesses share customers, and in some instances, use common information systems and have access to shared administrative services.

        Unless the context indicates otherwise, when used in this prospectus supplement and the accompanying prospectus, the words "UnitedHealth Group," "company," "we," "our" and "us" refer to UnitedHealth Group Incorporated and its subsidiaries. Our address is UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343, and our telephone number is (952) 936-1300.

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DESCRIPTION OF NOTES

        The notes will be "senior debt securities" as described in the section called "Description of Debt Securities—Description of Senior Debt Securities" in the accompanying prospectus. The following information concerning the notes supplements the information set forth in that section of the accompanying prospectus. It should be read together with the description of senior debt securities in the accompanying prospectus and the terms of the notes in the senior indenture dated as of November 15, 1998, as amended by an Amendment to Indenture dated as of November 6, 2000 between us and The Bank of New York, as trustee. A copy of the senior indenture is filed as an exhibit to the registration statement which includes the accompanying prospectus. The notes also will be issued under and subject to the terms of an officers' certificate and company order pursuant to the senior indenture which will be incorporated by reference into the accompanying prospectus.

        If any of the information set forth below is inconsistent with information in the accompanying prospectus, the information set forth below replaces the information in the accompanying prospectus. If we use a term that is not defined in this prospectus supplement, you should refer to the definition that is provided in the accompanying prospectus.

Title, Principal Amount, Maturity and Interest

        The notes are designated as our 5.20% notes due January 17, 2007. The notes are initially limited in aggregate principal amount to $400,000,000. We may, without the consent of the holders of the notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the notes. Any additional notes, together with the notes offered by this prospectus supplement, will constitute a single series of securities under the senior indenture. No additional notes may be issued if an event of default under the senior indenture has occurred with respect to the notes. There is no limitation on the amount of other senior debt securities that we may issue under the senior indenture.

        The notes are our unsecured senior debt securities, but our assets consist primarily of equity in our subsidiaries. As a result, our ability to make payments on the notes depends on our receipt of dividends, loan payments and other funds from our subsidiaries. In addition, if any of our subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on its assets. Our rights and the rights of our creditors, including your rights as an owner of the notes, will be subject to that prior claim, unless we are also a direct creditor of that subsidiary. This subordination of creditors of a parent company to prior claims of creditors of its subsidiaries is commonly referred to as structural subordination.

        The notes will mature and become due and payable, together with any accrued and unpaid interest, on January 17, 2007. The notes will bear interest at the rate per annum set forth in their title from January 17, 2002 or from the most recent interest payment date on which we paid or provided for interest on the notes until their principal is paid.

        We will pay interest on the notes semi-annually on each July 17 and January 17. The first interest payment date will be July 17, 2002. The regular record dates for payments of interest are the July 2 or January 2 immediately preceding the applicable interest payment date. Each payment of interest will include interest accrued through the day before the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

        In the event that a payment of principal or interest is due on a date that is not a business day, we will make the payment on the next business day, but we will consider that payment as being made on the date that the payment was due to you, without any interest or other payment with respect to the delay. When we use the term "business day" we mean any day except a Saturday, a

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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.

Form and Denominations

        Notes will be issued in registered form only, without coupons, in denominations of $1,000 and whole multiples of $1,000.

Ranking

        The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness.

Book-Entry Issuance

        DTC will act as securities depositary for the notes. The notes will initially be represented by a global note registered in the name of DTC or its nominee. For additional information concerning DTC and its procedures, see the section called "Book-Entry Issuance" in the accompanying prospectus.

Same-Day Settlement

        Settlement for the notes will be made by the underwriters in immediately available funds. The notes will trade in DTC's system until maturity. As a result, DTC will require secondary trading activity in the notes to be settled in immediately available funds.

Redemption

        At our option, we may redeem the notes in whole or in part at any time before their maturity date on not less than 30 or more than 60 days' notice by mail. If we redeem the notes before their maturity date, the redemption price will be 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 25 basis points, plus, in each case, accrued and unpaid interest to the redemption date. For this purpose, the following terms have the following meanings:

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        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 we will not be obligated to redeem the notes.

        If we redeem less than all of the notes, we have been advised that it is DTC's practice to determine by lot the amount of the interest of each participant in the notes to be redeemed.

        The notes do not have the benefit of any sinking fund.

Trustee, Registrar and Paying Agent

        The Bank of New York, 101 Barclay Street, New York, New York 10286, serves as trustee under the senior indenture and has been appointed registrar and paying agent for the notes. The Bank of New York is a member of the group of banks which provides us with credit facilities in support of our commercial paper program. The Bank of New York is also affiliated with BNY Capital Markets, Inc., one of the underwriters.

Defeasance

        The notes are subject to legal defeasance and covenant defeasance as described in the section called "Description of Debt Securities—Description of Senior Debt Securities—Defeasance Provisions" in the accompanying prospectus.

Governing Law

        The senior indenture and the notes are governed by and will be construed in accordance with New York law.

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UNDERWRITING

        The company and the underwriters for the offering named below have entered into an underwriting agreement and a pricing agreement with respect to the notes. Subject to certain conditions, each underwriter has severally agreed to purchase the principal amount of notes indicated in the following table.

Underwriters
   Principal Amount
of Notes
Goldman, Sachs & Co.   $ 100,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated		     100,000,000
Banc of America Securities LLC     48,000,000
Lehman Brothers Inc.     36,000,000
UBS Warburg LLC     36,000,000
BNY Capital Markets, Inc.     24,000,000
J.P. Morgan Securities Inc.     24,000,000
Salomon Smith Barney Inc.     24,000,000
Banc One Capital Markets, Inc.     8,000,000
   
  Total   $ 400,000,000
   

        Notes sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to 0.350% of the principal amount of notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to 0.250% of the principal amount of notes. If all the notes are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms.

        The notes are a new issue of securities with no established trading market. The company has been advised by the underwriters that the underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.

        In connection with this offering, the underwriters may purchase and sell notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of notes than they are required to purchase in this offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while this offering is in progress.

        The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

        These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

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        The company estimates that its share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $175,000.

        Each underwriter has represented, warranted and agreed that: (i) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the company; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

        The company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

        Certain of the underwriters and their affiliates have from time to time provided investment banking, financial advisory, commercial banking and other services to us, for which they have received customary compensation, and they may continue to do so in the future. Affiliates of Banc of America Securities LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and UBS Warburg LLC are lenders under our revolving credit facility. Each of these parties has received and will receive customary fees under the revolving credit facility. BNY Capital Markets, Inc. is affiliated with the Bank of New York, which serves as trustee under the senior indenture and is the registrar and paying agent for the notes.


LEGAL MATTERS

        The validity of the notes will be passed upon by Dorsey & Whitney LLP, Minneapolis, Minnesota. Certain legal matters in connection with the notes will be passed upon for the underwriters by Faegre & Benson LLP, Minneapolis, Minnesota.

S-15


PROSPECTUS

LOGO

UNITEDHEALTH GROUP INCORPORATED
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(952) 936-1300

$1,250,000,000
UNITEDHEALTH GROUP INCORPORATED
Debt Securities
Preferred Stock
Common Stock
Depositary Shares
Securities Warrants

UHC CAPITAL I
UHC CAPITAL II
UHC CAPITAL III
UHC CAPITAL IV

Preferred Securities

Fully and unconditionally guaranteed, as described in this prospectus, by
 UNITEDHEALTH GROUP INCORPORATED

        We will provide the specific terms of these securities in supplements to this prospectus.

        You should read this prospectus and the applicable prospectus supplement carefully before you invest.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 26, 1999


ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that UnitedHealth Group and the trusts (namely, UHC Capital I, UHC Capital II, UHC Capital III and UHC Capital IV) filed with the SEC using a "shelf" registration process. Under this shelf process, UnitedHealth Group may sell:

and the trusts may sell:

        The trusts will use the proceeds from sales of securities to buy series of junior subordinated debt securities from UnitedHealth Group with terms that correspond to the preferred securities.

        In the event that a trust sells preferred securities under this prospectus and uses the proceeds from the sale to buy junior subordinated debt securities from UnitedHealth Group, UnitedHealth Group:

        This prospectus provides you with a general description of the securities. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading "Where You Can Find More Information."

        The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about UnitedHealth Group and the trusts and the securities offered under this prospectus. That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading "Where You Can Find More Information."

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WHERE YOU CAN FIND MORE INFORMATION

        UnitedHealth Group files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document UnitedHealth Group files at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. UnitedHealth Group's SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. UnitedHealth Group's SEC filings are also available at the offices of the NYSE. For further information on obtaining copies of UnitedHealth Group's public filings at the NYSE, you should call 1-212-656-5060.

        The SEC allows UnitedHealth Group to "incorporate by reference" the information UnitedHealth Group files with it, which means that UnitedHealth Group can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that UnitedHealth Group files with the SEC will automatically update this prospectus. UnitedHealth Group incorporates by reference the following documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until UnitedHealth Group or any underwriters sell all of the securities:

        You may request a copy of these filings at no cost, by writing to or telephoning UnitedHealth Group at the following address:

        The trusts have no separate financial statements. The statements would not be material to holders of the preferred securities because the trusts have no independent operations.

        You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. UnitedHealth Group has not authorized anyone else to provide you with different information. UnitedHealth Group is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

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UNITEDHEALTH GROUP

        UnitedHealth Group is a national leader in offering health care coverage and related services, which it offers through six lines of business:

        Organized Health Systems.    UnitedHealth Group organizes, operates and manages health systems under the name UnitedHealthcare. As of December 31, 1998, UnitedHealthcare held a majority ownership interest in health plans operating in approximately 40 markets nationwide and in Puerto Rico. UnitedHealthcare also is engaged in a joint venture that operates a health plan in the Republic of South Africa and provides consulting services in Germany, Hong Kong and the Philippines through this business unit. Health systems we offer include:

        Insurance Services.    UnitedHealth Group's insurance affiliate, Unimerica, underwrites the health insurance coverage provided through its organized health systems, as well as its Medicare supplemental insurance.

        Administrative Services.    Our Uniprise business provides administrative support services and strategic planning services to large employers who self-insure their employee benefits programs. Services include: member enrollment, member eligibility, claim processing, issuing documents, billing and banking, customer service and production of plan descriptions, provider directories and ID cards.

        Health and well-being services for Retirees and Older Americans.    Through Ovations, we provide Medicare supplement insurance and hospital indemnity coverage for members enrolled in the health insurance program of the American Association of Retired Persons (AARP). The company also provides health care benefits to elderly nursing home residents through EverCare, a program which works with the Medicare program and arranges the delivery of health care services in the nursing home for no extra premium cost.

        Specialized Care Services.    Through Specialized Care Services, UnitedHealth Group arranges and offers benefits, networks of health care providers, and services focused on highly specialized health care needs. These include employee assistance/counseling programs, mental health/substance abuse services, a contracted network of solid organ transplant programs and related services, 24-hour health information and counseling services and health publications.

        Knowledge and Information Services.    Our subsidiary Ingenix offers reporting, research, publishing and consulting services to health care providers, employers, pharmaceutical companies and government institutions.

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THE TRUSTS

        UnitedHealth Group created a number of trusts under Delaware law pursuant to separate trust agreements for each trust. A trust is a fiduciary relationship where one person known as the trustee, holds certain property for the benefit of another person, in this case, the purchasers of securities. For the securities being sold, UnitedHealth Group and the trustees will enter into an amended and restated trust agreement that will be substantially in the form filed as an exhibit to the registration statement, which will state the terms and conditions for each trust to issue and sell the specific preferred securities and common securities.

        Each trust exists solely to:

        UnitedHealth Group will purchase all of the common securities of each trust. The common securities will represent an aggregate liquidation amount equal to at least 3% of each trust's total capitalization. The preferred securities will represent the remaining 97% of each trust's total capitalization. The common securities will have terms substantially identical to, and generally will rank equal in priority of payment with, the preferred securities. If UnitedHealth Group defaults on the corresponding junior subordinated debt securities, then distributions on the common securities will be subordinate to the preferred securities in priority of payment.

        For each trust, UnitedHealth Group, as the direct or indirect holder of all of the common securities, has appointed five junior subordinated trustees to conduct such trust's business and affairs. As holders of the common securities, UnitedHealth Group (except in certain circumstances) has the power to:

        This means that if you are dissatisfied with a trustee you will not be able to remove the trustee without the assistance of UnitedHealth Group. Similarly, if UnitedHealth Group is dissatisfied with a trustee they can remove the trustee even if you are satisfied with the trustee.

        The preferred securities will be fully and unconditionally guaranteed by UnitedHealth Group as described under "Description of The Guarantees."

        The principal executive offices of each trust is c/o UnitedHealth Group, UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343 and the telephone number is (952) 936-1300.

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USE OF PROCEEDS

        Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of the securities offered by UnitedHealth Group will be added to UnitedHealth Group's general funds and may be used to:

        If UnitedHealth Group does not use the net proceeds immediately, it will temporarily invest them in short-term, interest-bearing obligations. Each trust will use all proceeds received from the sale of its securities to purchase junior subordinated debt securities of UnitedHealth Group.


RATIO OF EARNINGS TO FIXED CHARGES AND TO
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

        The ratio of earnings to fixed charges and of earnings to fixed charges and preferred stock dividends for each of the periods indicated is as follows:

 
   Year Ended December 31,
 
   1998
   1997
   1996
   1995
   1994
Ratio of Earnings to Fixed Charges   NM*   10.75   8.58   11.53   17.78
   
 
 
 
 
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends   NM*   6.65   5.38   9.10   17.78
   
 
 
 
 
*
Not meaningful.

        For purposes of computing these ratios, earnings represent income from continuing operations before extraordinary items. Fixed charges represent interest expense, including amounts capitalized plus the interest factor in rental expense. For purposes of calculating the ratios of earnings to fixed charges and preferred stock dividends, fixed charges would then be combined with preferred stock dividend requirements, adjusted to a pretax basis, on the outstanding preferred stock of UnitedHealth Group.

        Earnings were insufficient to cover fixed charges by $42 million for the year ended December 31, 1998. Excluding the realignment charge of $725 million taken by UnitedHealth Group in the second quarter of 1998, the pro forma ratio of earnings to fixed charges would have been 8.97. Earnings were insufficient to cover fixed charges and preferred stock dividends by $88 million for the year ended December 31, 1998. Excluding the realignment charge of $725 million taken by UnitedHealth Group in the second quarter of 1998, the pro forma ratio of earnings to fixed charges and preferred stock dividends would have been 5.84.

        For current information on these ratios, please see UnitedHealth Group's most recent Form 10-K and 10-Q. See "Where You Can Find More Information."

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DESCRIPTION OF SECURITIES

        This prospectus contains a summary of the senior debt securities, the subordinated debt securities, the junior subordinated debt securities issued to the trusts (collectively, "Debt Securities"), the preferred stock, the common stock, the depositary shares, the securities warrants, the preferred securities and the guarantee.

        If you would like additional information on any of the underlying securities you should read:

        Forms of the documents listed above, with the exception of the prospectus supplement, are filed as exhibits to the registration statement. The registration statement includes this prospectus.


DESCRIPTION OF DEBT SECURITIES

Description of Senior Debt Securities

General

        This section describes the general terms and provisions of the senior debt securities that may be offered by this prospectus. The prospectus supplement will describe the specific terms of the series of the senior debt securities offered under that prospectus supplement and any general terms outlined in this section that will not apply to those senior debt securities.

        The senior debt securities will be issued under the senior indenture. The senior indenture will be qualified under the Trust Indenture Act. The form of the senior indenture has been filed as an exhibit to the registration statement.

        This section summarizes the material terms and provisions of the senior indenture and the senior debt securities. Because this is only a summary, it does not contain all of the details found in the full text of the senior indenture and the senior debt securities. If you would like additional information you should read the form of senior indenture and the form of senior debt securities.

        The senior debt securities may be issued from time to time in one or more series. Senior debt securities issued under the senior indenture will be issued as part of a series that UnitedHealth Group has established pursuant to the senior indenture. The amount of senior debt securities offered by this prospectus will be limited to the amount of securities set forth on the cover of this prospectus that UnitedHealth Group has not already issued or reserved for issuance. The senior indenture will not

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limit the aggregate principal amount of senior debt securities which UnitedHealth Group may issue under the senior indenture.

        The senior debt securities will be unsecured and will rank equally with other unsecured, unsubordinated indebtedness of UnitedHealth Group.

        Unless the applicable prospectus supplement indicates otherwise, the senior debt securities will be issued only in registered form, without coupons, in denominations of $1,000 each or multiples of $1,000.

        Senior debt securities may be issued in the form of one or more global securities, as described below under "—Global Senior Debt Securities."

        There will be no service charge for any registration of transfer or exchange of the senior debt securities, but UnitedHealth Group may require you to pay any tax or other governmental charge payable in connection with a transfer or exchange of the senior debt securities.

        Senior debt securities may be issued as original issue discount securities to be sold at a substantial discount below their principal amount. If a senior debt security is an original issue discount security, that means that an amount less than the principal amount of the senior debt security will be due and payable upon a declaration of acceleration of the maturity of the senior debt security pursuant to the senior indenture. The applicable prospectus supplement will describe the federal income tax consequences and other special factors which should be considered prior to purchasing any original issue discount securities.

        UnitedHealth Group will designate a place of payment where you can receive payment of the principal of and any premium and interest on the senior debt securities or transfer the senior debt securities. Unless otherwise set forth in the applicable prospectus supplement, UnitedHealth Group will pay interest on the senior debt securities to the person listed as the owner of the senior debt securities in the security register at the close of business on the regular record date for the applicable interest payment date. Defaulted interest, however, may be paid to holders as of special record dates established in the manner set forth in the senior indenture.

        A prospectus supplement relating to a series of senior debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:

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Redemption

        The prospectus supplement will specify the provisions, if any, for redemption of the senior debt securities at the option of UnitedHealth Group.

        Except as set forth in the prospectus supplement, UnitedHealth Group is not required to make mandatory redemption or sinking fund payments. The prospectus supplement will specify the provisions, if any, regarding sinking fund provisions.

        The senior indenture provides that UnitedHealth Group may:

9

        The senior indenture provides that, if less than all of the senior debt securities of any series are to be redeemed at any time, selection of the senior debt securities for redemption will be made by the senior trustee on:

        Portions of the senior debt securities selected for redemption shall be in amounts of $1,000 or in multiples of $1,000, except that if all of the senior debt securities of a holder are to be redeemed, the entire outstanding amount shall be redeemed.

        Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of senior debt securities to be redeemed at its registered address. If any senior debt security is to be redeemed in part only, the notice of redemption that relates to the senior debt security shall state the portion of the principal amount of the senior debt security to be redeemed. A new senior debt security, with similar terms and of the same series, in principal amount equal to the unredeemed portion of the original senior debt security, if any, will be issued in the name of the holder of the new senior debt security upon cancellation of the original senior debt security.

        On and after the redemption date, interest will no longer accrue on senior debt securities or any part of the senior debt securities called for redemption unless UnitedHealth Group defaults in the payment of the redemption price and accrued interest.

Repurchase at the Option of Holders

        Unless otherwise set forth in the prospectus supplement, the senior indenture does not contain provisions that require UnitedHealth Group to repurchase senior debt securities at the option of the holders of the senior debt securities.

        The senior indenture provides that:

then, the senior trustee shall select senior debt securities to be repurchased on a pro rata basis from the holders who have repurchase rights and who elect to exercise the repurchase rights (and in a manner that complies with any applicable legal and stock exchange requirements).

Conversion and Exchange

        Unless otherwise set forth in the prospectus supplement the senior debt securities are not convertible or exchangeable for common stock of UnitedHealth Group.

Certain Definitions

        Set forth below are certain defined terms used in the senior indenture. Please refer to the senior indenture for full definitions of all terms.

        "Capital Stock" means:

10

        "Consolidated Net Worth" means, with respect to any person as of any date, the sum of:

all of the foregoing determined in accordance with generally accepted accounting principles.

        "Default" means any event that is or with the passage of time or the giving of notice or both would be an event of default under the senior indenture.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event:

in whole or in part, on or prior to the date that is 91 days after the date on which the applicable senior debt securities mature.

        "Principal Property" means:

(including any leasehold interest therein) constituting UnitedHealth Group's principal corporate office or any other discrete facility of UnitedHealth Group and its Subsidiaries (whether owned at the date of initial issuance of the applicable senior debt securities or acquired after that date), provided in each case that the facility:

11

        "Restricted Subsidiary" means:

        "Subsidiary" means, with respect to any person:

Certain Covenants

        Limitation on Liens.    Unless the applicable prospectus supplement indicates otherwise and except as otherwise indicated below, the senior indenture will provide that UnitedHealth Group will not, and will not permit any Restricted Subsidiary to, create, assume, incur or allow to exist:

in each case, without making effective provision to secure all the outstanding senior debt securities on the same basis as the indebtedness for money borrowed.

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        The restriction referred to in the preceding paragraph does not include the following liens ("Permitted Liens"):

        Notwithstanding the two preceding paragraphs, UnitedHealth Group may, and may permit any Restricted Subsidiary, to:

in each case, without securing the senior debt securities on the same basis. This will only be permitted if the aggregate amount of all indebtedness for money borrowed (except indebtedness for money borrowed that is secured by Permitted Liens) then outstanding and secured by the lien and all similar liens does not exceed 10% of the Consolidated Net Worth of UnitedHealth Group as of the most recent quarterly consolidated balance sheet of UnitedHealth Group prepared in accordance with generally accepted accounting principles.

13


        Merger, Consolidation, or Sale of Assets.    The senior indenture provides that UnitedHealth Group may not merge with another company or sell or lease all of its property to another company unless:

        Reports.    The senior indenture provides that as long as any senior debt securities are outstanding, UnitedHealth Group will file with the senior trustee and furnish to the holders of senior debt securities all reports on Forms 8-K, 10-Q and 10-K and all proxy statements that it files with the SEC. If UnitedHealth Group no longer is subject to Section 13 or 15(d) of the Exchange Act, it will not be obligated to provide these reports to the senior trustee and holders.

        Absence of Certain Covenants.    The prospectus supplement will specify any additional restrictive covenants applicable to the senior debt securities. The senior indenture does not contain provisions permitting the holders of senior debt securities to require UnitedHealth Group to repurchase or redeem the senior debt securities in the event of a takeover, recapitalization or similar restructuring, highly leveraged transaction, or downgrading of UnitedHealth Group's debt ratings.

Events of Default; Remedies

        The senior indenture provides that each of the following constitutes an event of default:

        If an event of default under the senior indenture occurs on outstanding senior debt securities of a particular series and continues, the senior trustee or holders of at least 25% of that series of senior debt securities may declare the principal amount of all senior debt securities in that series to be due and payable immediately. Under certain circumstances, holders of a majority of the senior debt securities in a series may rescind a declaration.

14


        Notwithstanding the foregoing, in the case of an event of default arising from certain events of bankruptcy or insolvency with respect to UnitedHealth Group or any of its Subsidiaries, all principal, premium, if any, and interest on outstanding senior debt securities will become due and payable without further action or notice.

        Except in the case of a default in payment, the senior trustee may withhold notice if it determines that withholding notice is in best interest of the holders of the senior debt securites.

        If an event of default occurs under the senior indenture which event of default:

then, an equivalent premium shall also become immediately due and payable if the senior debt securities are repaid.

        The holders of a majority in principal amount of the outstanding senior debt securities of any series may waive the rights of all holders with respect to circumstances that constitute an event of default or will constitute an event of default with notice and the passage of time. The holders must waive the rights in a written notice to the senior trustee. Holders of a majority of the securities cannot, however, waive the rights of all holders relating to these events if they involve a default in payment obligations. Any waivers that are given will not apply to any subsequent default or unrelated default and will not impair any future rights if those types of defaults occur.

        Holders of a majority in principal amount of the outstanding senior debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any trust or power conferred on, the senior trustee with respect to the series. However, the senior trustee may refuse to follow any direction that conflicts with law or the senior indenture. The senior trustee may take any other action which it deems proper which is not inconsistent with any direction given.

        A holder of any senior debt security of any series will have the right to institute any proceeding with respect to the senior indenture or for any remedy only if:

        The senior indenture also provides that a holder may not use the senior indenture to prejudice the rights of another holder or to obtain a preference or priority over another holder.

        UnitedHealth Group is required to deliver to the senior trustee an annual certificate, signed by an officer, about any default by UnitedHealth Group under any provisions of the senior indenture.

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Certain Provisions Applicable to Senior Trustee

        The senior indenture provides that prior to an event of default under the senior indenture, the senior trustee is required to perform only the specific duties stated in the senior indenture. Upon an event of default under the senior indenture, the senior trustee must exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. The senior trustee may in good faith conclusively rely, as to the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the senior trustee which conforms to the requirements of the senior indenture. However, the senior trustee is required to examine such certificates and opinions to determine whether or not they conform to the requirements of the senior indenture.

        The senior indenture provides that the senior trustee may resign at any time or may be removed by UnitedHealth Group or by the holders of a majority in principal amount of the outstanding senior debt securities of a series by notice delivered to the senior trustee and UnitedHealth Group. The senior indenture also provides that the senior trustee must resign if it ceases to meet certain qualifications set forth in the senior indenture. In the event of a senior trustee's resignation or removal, UnitedHealth Group or, if it fails to act, the holders of a majority in principal amount of the outstanding senior debt securities of the applicable series, may appoint a successor senior trustee.

Defeasance Provisions

        The senior indenture includes provisions allowing defeasance of the senior debt securities, which means that UnitedHealth Group may discharge its entire indebtedness under an agreement, in this case the senior indenture, if specific acts are performed. Specifically, the senior indenture provides that:

        Provided that the following conditions shall have been satisfied:

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Modification and Amendment of Senior Indenture

        Under the senior indenture, UnitedHealth Group's rights and obligations and the rights of the holders of senior debt securities may be changed. Certain changes require the consent of the holders of not less than a majority in aggregate principal amount of the outstanding senior debt securities of each series of Debt Securities affected by the modification or amendment. The following changes, however, may not be made without the consent of each holder of the outstanding senior debt securities:

Global Senior Debt Securities

        The senior debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. The specific terms of the depositary arrangements with respect to a series of senior debt securities will be described in the applicable prospectus supplement. See "Book-Entry Issuance."

Description of Subordinated Debt Securities

General

        This section describes the general terms and provisions of the subordinated debt securities that may be offered by this prospectus. The prospectus supplement will describe the specific terms of the series of the subordinated debt securities offered under that prospectus supplement and any general terms outlined in this section that will not apply to those subordinated debt securities.

        The subordinated debt securities will be issued under the subordinated indenture. The subordinated indenture will be qualified under the Trust Indenture Act. The form of subordinated indenture has been filed as an exhibit to the registration statement. The provisions of the subordinated indenture are substantially identical in substance to the provisions of the senior indenture, except for:

See "Description of Debt Securities—Description of Senior Debt Securities."

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        This section summarizes the material terms and provisions of the subordinated indenture and the subordinated debt securities. Because this is only a summary, it does not contain all of the details found in the full text of the subordinated indenture and the subordinated debt securities. If you would like additional information you should read the form of subordinated indenture and the form of subordinated debt securities.

Subordination

        Subordinated debt securities will be subordinate and subject in right of payment, in the manner and to the extent set forth in the subordinated indenture, to the prior payment in full of all Senior Debt.

        If UnitedHealth Group makes a distribution to its creditors as a result of:

then, the holders of Senior Debt will first be entitled to receive payment in full in cash of all obligations due on or to become due on or in respect of all Senior Debt, before the holders of subordinated debt securities are entitled to receive any payment or distribution ("Securities Payments").

        Until the Senior Debt is paid in full, any Securities Payment to which the holders of subordinated debt securities would be entitled will be paid or delivered by UnitedHealth Group or any other person making the payment or distribution, directly to the holders of Senior Debt for application to all of the Senior Debt then due.

        UnitedHealth Group may not make any payments on the account of the subordinated debt securities, or on account of the purchase or redemption or other acquisition of the subordinated debt securities, if there has occurred and is continuing a default in the payment of the principal of (or premium, if any) or interest on any Senior Debt.

        In the event that the subordinated trustee receives any Securities Payment prohibited by the subordination provisions of the subordinated indenture, the payment will be held by the subordinated trustee in trust for the benefit of, and will immediately be paid over upon written request to, the holders of Senior Debt or their representative or representatives, or the trustee or trustees under any applicable indenture for application to the payment of Senior Debt. The subordination will not prevent the occurrence of any event of default in respect of the subordinated debt securities.

        For purposes of the foregoing, "Securities Payments" will be deemed not to include:

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        By reason of the subordination of the subordinated debt securities, in the event of the insolvency of UnitedHealth Group, holders of Senior Debt may receive more, ratably, and holders of the subordinated debt securities having a claim pursuant to such securities may receive less, ratably, than the other creditors of UnitedHealth Group. There may also be interruption of scheduled interest and principal payments resulting from events of default on Senior Debt.

Certain Definitions

        Set forth below are certain defined terms used in the subordinated indenture. Please refer to the subordinated indenture for a full definition of all such terms.

        "Junior Subordinated Debt" means any indebtedness for money borrowed of UnitedHealth Group created or evidenced by an instrument which expressly provides that the indebtedness for money borrowed is subordinated in right of payment to the subordinated debt securities.

        "Senior Debt" means all indebtedness for money borrowed of UnitedHealth Group, except

        Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not include:

Description of the Junior Subordinated Debt Securities Related to the Issuance of Preferred Securities

General

        This section describes the general terms and provisions of the junior subordinated debt securities that may be offered by this prospectus. The prospectus supplement will describe the specific terms of the series of the junior subordinated debt securities offered under that prospectus supplement and any general terms outlined in this section that will not apply to those junior subordinated debt securities.

        The junior subordinated indenture will be qualified under the Trust Indenture Act. A form of the junior subordinated indenture is filed as an exhibit to the registration statement relating to this prospectus.

        This section summarizes the material terms and provisions of the junior subordinated indenture and the junior subordinated debt securities. Because this is a summary, it does not contain all of the details found in the full text of the junior subordinated indenture and the junior subordinated debt securities. If you would like additional information you should read the form of junior subordinated indenture and the form of junior subordinated debt securities.

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        The junior subordinated debt securities may be issued in one or more series pursuant to the junior subordinated indenture. A series of junior subordinated debt securities initially will be issued to a trust in connection with a preferred securities offering.

        Unless otherwise set forth in the prospectus supplement with respect to any offered junior subordinated debt securities, the junior subordinated debt securities will rank equally with all other series of junior subordinated debt securities, will be unsecured and will be subordinate and junior in priority of payment to certain of UnitedHealth Group's other indebtedness as described below under "Subordination." The junior subordinated indenture does not limit the amount of junior subordinated debt securities which UnitedHealth Group may issue, nor does it limit UnitedHealth Group from issuing any other secured or unsecured debt.

        The applicable prospectus supplement will describe the following terms relating to the junior subordinated debt securities:

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        Junior subordinated debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. Certain federal income tax consequences and other special considerations applicable to the junior subordinated debt securities will be described in the applicable prospectus supplement.

        If:

then, the restrictions, elections, certain federal income tax consequences, specific terms and other information with respect to the issue of junior subordinated debt securities and the foreign currency or currency units will be set forth in the applicable prospectus supplement.

        If any index is used to determine the amount of payments of principal of, premium, if any, or interest on any series of junior subordinated debt securities, special federal income tax, accounting and other considerations applicable thereto will be described in the applicable prospectus supplement.

Consolidation, Merger or Sale

        The junior subordinated indenture provides that UnitedHealth Group shall not consolidate with or merge into any other person, or convey, transfer or lease its properties and assets substantially as an entirety to any person and no person shall consolidate with or merge into UnitedHealth Group or convey, transfer or lease its properties and assets substantially as an entirety to UnitedHealth Group, unless:

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Events of Default

        The following are events of default under the junior subordinated indenture:

        The holders of a majority in aggregate outstanding principal amount of any series of junior subordinated debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the junior subordinated trustee. If an event of default under the junior subordinated indenture of any series occurs and is continuing, the junior subordinated trustee or the holders of at least 25% in aggregate principal amount of the outstanding junior subordinated debt securities of that series may declare the unpaid principal of and accrued interest, if any, to the date of acceleration on all the outstanding junior subordinated debt securities of that series to be due and payable immediately. Similarly, in the case of corresponding junior subordinated debt securities, if the junior subordinated trustee or the holders of the corresponding junior subordinated debt securities fail to make such declaration, the holders of at least 25% in aggregate liquidation preference of the related preferred securities shall have that right.

        The holders of a majority in aggregate outstanding principal amount of junior subordinated debt securities of the affected series may rescind a declaration of acceleration or waive the default if the default has been cured and a sum sufficient to pay all principal and interest due has been deposited with the junior subordinated trustee. In the case of corresponding junior subordinated debt securities, if the holders of the corresponding junior subordinated debt securities fail to rescind the declaration and waive the default, the holders of a majority in aggregate liquidation preference of the related preferred securities shall have that right.

        The holders of a majority in aggregate outstanding principal amount of the junior subordinated debt securities of an affected series may waive any default or event of default under the junior subordinated indenture with respect to that series and its consequences, except:


        The junior subordinated indenture requires that UnitedHealth Group periodically file certificates with the junior subordinated trustee regarding its compliance with all conditions and covenants applicable to it under the junior subordinated indenture.

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Option to Extend Interest Payment Dates

        If provided in the applicable prospectus supplement, UnitedHealth Group may, at any time and from time to time during the term of any series of junior subordinated debt securities, defer payment of interest for a number of consecutive interest payment periods as may be specified in the applicable prospectus supplement ("Extension Period"). However, no Extension Period may extend beyond the maturity date of the series of junior subordinated debt securities.

        Certain federal income tax consequences and special considerations applicable to the junior subordinated debt securities that permit Extension Periods will be described in the applicable prospectus supplement.

Redemption

        Unless otherwise indicated in the applicable prospectus supplement, junior subordinated debt securities will not be subject to any sinking fund.

        Unless otherwise indicated in the applicable prospectus supplement, UnitedHealth Group has the option to redeem the junior subordinated debt securities of any series:

        Except as otherwise specified in the applicable prospectus supplement, junior subordinated debt securities will be redeemed at the Redemption Price as defined on page 43. Junior subordinated debt securities in denominations larger than $25 may be redeemed in part but only in integral multiples of $25.

        "Tax Event" means that UnitedHealth Group will have received an opinion of counsel (which may be counsel to UnitedHealth Group or an affiliate but not an employee and which must be reasonably acceptable to the property trustee) experienced in tax matters to the effect that, as a result of any:

there is more than an insubstantial risk that:

        It has been reported that the IRS recently challenged another company's deduction for interest paid on a debt instrument similar in some respects to the junior subordinated debt securities and issued to entities similar to the trusts. Based on available information, UnitedHealth Group and the trusts do not believe that this challenge will affect UnitedHealth Group's ability to deduct interest payments on

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the junior subordinated debt securities. However, you should be aware that further developments favoring the IRS's challenge, or other unrelated developments, could cause a Tax Event. Laws and regulations have also been proposed in the past which, if adopted retroactively, could also cause a Tax Event.

        An "Investment Company Event" means the receipt by UnitedHealth Group and a trust of an opinion of counsel experienced in matters relating to investment companies to the effect that, as a result of any:

the trust is or will be considered an "investment company" that is required to be registered under the Investment Company Act, which change becomes effective on or after the original issuance of the preferred securities.

        Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date of redemption to each holder of redeemable junior subordinated debt securities at its registered address. Unless UnitedHealth Group defaults in payment of the Redemption Price, on and after the date of redemption interest will cease to accrue on the junior subordinated debt securities or portions thereof called for redemption.

        UnitedHealth Group has the right to terminate any trust at its option, which could include termination in the context of a Tax Event or an Investment Company Act. See "Description of Preferred Securities—Redemption or Exchange."

Restrictions on Certain Payments

        UnitedHealth Group will also covenant, as to each series of junior subordinated debt securities, that it will not, and will not permit any subsidiary of UnitedHealth Group to:

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Enforcement of Certain Rights by Holders of Preferred Securities

        If an event of default under the junior subordinated indenture has occurred and is continuing and such event is attributable to the failure of UnitedHealth Group to pay interest or principal on the related junior subordinated debt securities when due, you may institute a legal proceeding directly against UnitedHealth Group for enforcement of payment of the principal of or interest on those junior subordinated debt securities having a principal amount equal to the aggregate liquidation amount of your preferred securities ("Direct Action"). UnitedHealth Group may not amend the junior subordinated indenture to remove the foregoing right to bring a Direct Action without your prior written consent. If the right to bring a Direct Action is removed, the applicable trust may become subject to the reporting obligations under the Exchange Act. UnitedHealth Group shall have the right under the junior subordinated indenture to set-off any payment made to you in connection with a Direct Action.

        You would not be able to exercise directly any remedies other than those set forth in the preceding paragraph available to the holders of the junior subordinated debt securities unless there shall have been an event of default under the trust agreement. See "Description of Preferred Securities—Events of Default; Notice."

        If an event of default under the junior subordinated indenture shall occur and be continuing as to a series of corresponding junior subordinated debt securities, the property trustee will have the right to declare the principal of and interest on those corresponding junior subordinated debt securities to be due and payable, and to enforce any other rights as a creditor with respect to those junior subordinated debt securities.

Modification of Indenture

        UnitedHealth Group and the junior subordinated trustee may change the junior subordinated indenture without your consent with respect to certain matters, including:

        In addition, under the junior subordinated indenture, UnitedHealth Group's rights and obligations and the rights of holders of the junior subordinated debt securities may be changed by UnitedHealth Group and the junior subordinated trustee with the written consent of the holders of a majority in principal amount of the outstanding junior subordinated debt securities of each series that is affected. However, UnitedHealth Group and the junior subordinated trustee may not take the following actions without the consent of each holder of any outstanding junior subordinated debt securities affected:

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        In addition, UnitedHealth Group and the junior subordinated trustee may enter into any supplemental indenture for the purposes of creating any new series of junior subordinated debt securities, without the consent of the holders.

Satisfaction and Discharge

        The junior subordinated indenture provides that when all junior subordinated debt securities of any series not previously canceled:

then the junior subordinated indenture will cease to be of further effect and UnitedHealth Group shall be deemed to have satisfied and discharged the junior subordinated indenture.

Conversion or Exchange

        If indicated in the applicable prospectus supplement, the junior subordinated debt securities of any series may be convertible or exchangeable into preferred securities or other securities. The specific terms on which junior subordinated debt securities of any series may be so converted or exchanged will be set forth in the applicable prospectus supplement. The terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of UnitedHealth Group, in which case the number of shares of preferred securities or other securities to be received by the holders of junior subordinated debt securities would be calculated as of a time and in the manner stated in the applicable prospectus supplement.

        If provided in the applicable prospectus supplement, UnitedHealth Group shall have the right to extend or shorten the maturity of any series of corresponding junior subordinated debt securities at the time that UnitedHealth Group exercises its right to liquidate the related trust and cause the corresponding junior subordinated debt securities to be distributed to the holders of the related preferred securities and common securities in liquidation of the trust, provided that it can extend the maturity only if certain conditions specified in the prospectus supplement are met at the time the election is made and at the time of the extension.

Subordination

        The payment of the principal of and premium, if any, and any interest on the junior subordinated debt securities will be subordinated in right of payment to the Senior and Subordinated Debt (as defined below).

        Upon any payment or distribution of assets to creditors upon UnitedHealth Group's dissolution, liquidation, winding up, reorganization, whether voluntary or involuntary, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings,

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the holders of Senior and Subordinated Debt will first be entitled to receive payment in full of the principal, premium or interest due before the holders of the junior subordinated debt securities, or in the case of corresponding junior subordinated debt securities, the property trustee, on behalf of the holders, will be entitled to receive any payment or distribution.

        In the event of acceleration of the maturity of any series of junior subordinated debt securities, the holders of Senior and Subordinated Debt will first be entitled to receive payment in full of all amounts due on the Senior and Subordinated Debt before holders of junior subordinated debt securities.

        No payment by or on behalf of UnitedHealth Group of principal, premium or interest on the junior subordinated debt securities, shall be made if, at the time of such payment, there exists:

        "Debt" means, with respect to any person, whether recourse is to all or a portion of the assets of the person and whether or not contingent:


        "Senior and Subordinated Debt" means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to UnitedHealth Group whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of UnitedHealth Group whether incurred on or prior to the date of the junior subordinated indenture or thereafter incurred, unless, in the instrument creating or evidencing the Debt or pursuant to which the Debt is outstanding, it is provided that the obligations are not superior in right of payment to the junior subordinated debt securities or to other Debt which ranks equally to, or subordinated to, the junior subordinated debt securities. However, Senior and Subordinated Debt shall not be deemed to include:

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Denominations, Registration, and Transfer

        The junior subordinated debt securities of each series will be issuable only in fully registered form without coupons and, unless otherwise specified in the applicable prospectus supplement, in denominations of $25 and any integral multiple thereof.

        At the option of the holder, subject to the terms of the junior subordinated indenture and the limitations applicable to global securities described in the applicable prospectus supplement, junior subordinated debt securities of any series will be exchangeable for other junior subordinated debt securities:

        Subject to the terms of the junior subordinated indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, junior subordinated debt securities may be presented for exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon, or a satisfactory written instrument of transfer, duly executed) at the office of the security registrar or at the office of any transfer agent designated by UnitedHealth Group for that purpose.

        Unless otherwise provided in the prospectus supplement, no service charge will be made for any registration of transfer or exchange, and upon payment of any taxes or other governmental charges. UnitedHealth Group has appointed the junior subordinated trustee as security registrar for the junior subordinated debt securities. Any transfer agent (in addition to the security registrar) initially designated by UnitedHealth Group for any junior subordinated debt securities will be named in the applicable prospectus supplement. UnitedHealth Group may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts, except that UnitedHealth Group will be required to maintain a transfer agent in each place of payment for the junior subordinated debt securities of each series.

        If the junior subordinated debt securities of any series are to be redeemed, neither UnitedHealth Group nor the junior subordinated trustee will be required to:

Global Junior Subordinated Debt Securities

        The junior subordinated debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. The specific terms of the depositary arrangements with respect

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to a series of junior subordinated debt securities will be described in the applicable prospectus supplement. See "Book-Entry Issuance."

Payment and Paying Agents

        Unless otherwise indicated in the applicable prospectus supplement, payment of the interest on any junior subordinated debt securities on any interest payment date will be made to the person in whose name the junior subordinated debt securities (or one or more predecessor securities) is registered at the close of business on the record date relating to the interest payment date.

        Principal of and any premium and interest on the junior subordinated debt securities of a particular series will be payable at the office of the junior subordinated trustee in the City of New York or at the office of the paying agents designated by UnitedHealth Group from time to time in the applicable prospectus supplement, except that unless otherwise indicated in the prospectus supplement, interest payments may be made by check mailed to the holder or transferred to an account maintained by the holder.

        All moneys deposited with the junior subordinated trustee or any paying agent, or then held by UnitedHealth Group in trust, for the payment of the principal of or any premium or interest on any junior subordinated debt security which remains unclaimed at the end of two years after the principal, premium or interest has become due and payable will be repaid to UnitedHealth Group, and you may thereafter look only to UnitedHealth Group for payment thereof.

Governing Law

        The junior subordinated indenture will be governed by and construed in accordance with the laws of the State of New York except to the extent that the Trust Indenture Act shall be applicable.

Information Concerning the Junior Subordinated Trustee

        The junior subordinated trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to the provisions under the Trust Indenture Act, the junior subordinated trustee is under no obligation to exercise any of the powers vested in it by the junior subordinated indenture at the request of any holder of junior subordinated debt securities, unless offered reasonable indemnity by the holder against the costs, expenses and liabilities which might be incurred thereby.

Corresponding Junior Subordinated Debt Securities

        The corresponding junior subordinated debt securities may be issued in one or more series of junior subordinated debt securities under the junior subordinated indenture with terms corresponding to the terms of a series of related preferred securities. Concurrently with the issuance of each trust's preferred securities, the trust will invest the proceeds thereof and the consideration paid by UnitedHealth Group for the related common securities in a series of corresponding junior subordinated debt securities. Each series of corresponding junior subordinated debt securities will be in the principal amount equal to the aggregate stated Liquidation Amount of the related preferred securities and the common securities of the trust and will rank equally with all other series of junior subordinated debt securities. As a holder of the related preferred securities for a series of corresponding junior subordinated debt securities you will have rights in connection with modifications to the junior subordinated indenture or upon occurrence of events of default under the junior subordinated indenture described above under "—Modification of Indenture" and "—Events of Default," unless provided otherwise in the prospectus supplement for such related preferred securities.

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        Unless otherwise specified in the applicable prospectus supplement, if a Tax Event in respect of a trust of related preferred securities shall occur and be continuing, UnitedHealth Group has the option to redeem the related junior subordinated debt securities at any time within 90 days of the occurrence of such Tax Event, in whole but not in part, at the Redemption Price. If a trust continues to hold all the outstanding series of corresponding junior subordinated debt securities, the proceeds of the redemption will be used by the trust to redeem the corresponding preferred securities and common securities in accordance with their terms. UnitedHealth Group may not redeem a series of corresponding junior subordinated debt securities in part, unless all accrued and unpaid interest has been paid in full on all outstanding corresponding junior subordinated debt securities of the applicable series.

        UnitedHealth Group will covenant in the junior subordinated indenture that if and so long as:

        UnitedHealth Group will pay to the trust the Additional Sums.

        UnitedHealth Group will also covenant:

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DESCRIPTION OF PREFERRED STOCK

        This section describes the general terms and provisions of the preferred stock that may be offered by this prospectus. The prospectus supplement will describe the specific terms of the series of the preferred stock offered under that prospectus supplement and any general terms outlined in this section that will not apply to that series of preferred stock.

        UnitedHealth Group has filed a form of certificate of designation, preferences and rights and second restated articles of incorporation as exhibits to the registration statement.

        This section summarizes the material terms and provisions of the preferred stock. Because this is a summary it does not conatin all of the details found in the full text of UnitedHealth Group's second restated articles of incorporation and the certificate of designation. If you would like additional information you should read UnitedHealth Group's second restated articles of incorporation and the certificate of designation.

General

        Under UnitedHealth Group's second restated articles of incorporation, as amended, UnitedHealth Group is authorized to issue up to 10,000,000 shares of preferred stock, $.001 par value. UnitedHealth Group's board of directors may issue from time to time additional shares of preferred stock in one or more series and with such relative rights and preferences and at such times and for such consideration as the board of directors may determine.

        The board of directors may determine the following for each series of preferred stock:

        As described under "Description of Depositary Shares" below, UnitedHealth Group may elect to offer depositary shares represented by depositary receipts. If UnitedHealth Group so elects, each depositary share will represent a fractional interest (to be specified in the applicable prospectus supplement) in a share of preferred stock. If UnitedHealth Group issues depositary shares representing interests in shares of preferred stock, those shares of preferred stock will be deposited with a Depositary (as defined on page 35).

        The Preferred Stock will have the dividend, liquidation, redemption, voting and conversion and exchange rights described in this section unless the applicable prospectus supplement provides otherwise. You should read the prospectus supplement relating to the particular series of the preferred stock being offered for specific terms, including:

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        When UnitedHealth Group issues shares of preferred stock, the shares will be fully paid and nonassessable (i.e., the full purchase price for the outstanding shares of preferred stock will have been paid and the holders of the shares will not be assessed any additional monies for such shares). The preferred stock will have no preemptive rights to subscribe for any additional securities which may be issued by UnitedHealth Group in the future (i.e., the holders of shares of preferred stock will have no right, as holders of shares of preferred stock, to buy any portion of those issued securities). The transfer agent and registrar for the preferred stock and any depositary shares will be specified in the applicable prospectus supplement.

Dividends

        Subject to the preferential rights as to dividends of holders of any other capital stock of UnitedHealth Group ranking prior to any series of the preferred stock, the holders of each series of preferred stock will be entitled to receive cash dividends, if declared by UnitedHealth Group's board of directors or its duly authorized committee, out of the assets that UnitedHealth Group can legally use to pay dividends. The prospectus supplement relating to a particular series of preferred stock will set forth the dividend rates and dates on which dividends will be payable. The rates may be fixed or variable or both. If the dividend rate is variable, the applicable prospectus supplement will describe the formula used for determining the dividend rate for each dividend period. UnitedHealth Group will pay dividends to the holders of record as they appear on UnitedHealth Group's stock books on the record dates fixed by its board of directors or its duly authorized committee.

        The applicable prospectus supplement will also state whether the dividends on any series of the preferred stock are cumulative or noncumulative. If UnitedHealth Group's board of directors does not declare a dividend payable on a dividend payment date on any noncumulative series of preferred stock, then the holders of that series will not be entitled to receive a dividend for that dividend period and UnitedHealth Group will not be obligated to pay the dividend for that dividend period even if the board of directors declares a dividend on that series payable in the future.

        UnitedHealth Group's board of directors will not declare and pay a dividend on any UnitedHealth Group stock ranking, as to dividends, equal with or junior to the preferred stock unless full dividends on the preferred stock have been declared and paid (or declared and sufficient money is set aside for payment). Until full dividends are paid (or declared and payment is set aside) on any capital stock of UnitedHealth Group ranking equal with the preferred stock as to dividends ("Parity Dividend Stock"), then:

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Redemption and Repurchase

        A series of the preferred stock may be redeemable, in whole or in part, at UnitedHealth Group's option, and may be subject to mandatory redemption pursuant to a sinking fund or otherwise, as described in the applicable prospectus supplement. Redeemed preferred stock will become authorized but unissued shares of preferred stock that UnitedHealth Group may issue in the future.

        If a series of the preferred stock is subject to mandatory redemption, the applicable prospectus supplement will specify the number of shares that UnitedHealth Group will redeem each year and the redemption price. If shares of preferred stock are redeemed, UnitedHealth Group will pay all accrued and unpaid dividends on those shares to, but excluding, the redemption date. The prospectus supplement also will specify whether the redemption price will be paid in cash or other property.

        If fewer than all of the outstanding shares of any series of the preferred stock are to be redeemed, UnitedHealth Group's board of directors will determine the number of shares to be redeemed. UnitedHealth Group will redeem the shares pro rata from the holders of record in proportion to the number of shares held by them (with adjustments to avoid redemption of fractional shares).

        Even though the terms of a series of preferred stock may permit redemption of the preferred stock in whole or in part, if any dividends, including accumulated dividends, on that series are past due, UnitedHealth Group will not redeem less than all of the shares of that series of preferred stock until all dividends past due have been paid.

        UnitedHealth Group will give notice of a redemption by mailing a notice to each record holder of the shares to be redeemed, between 30 to 60 days prior to the date fixed for redemption (unless UnitedHealth Group issues depositary shares representing interests in preferred stock, in which case UnitedHealth Group will send a notice to the Depositary between 40 to 70 days prior to the date fixed for redemption). UnitedHealth Group will mail the notices to the holders' addresses as they appear on UnitedHealth Group's stock records. Each notice will state:

        If UnitedHealth Group redeems fewer than all shares of any series of the preferred stock held by any holder, it also will specify in the notice the number of shares to be redeemed from the holder.

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        If UnitedHealth Group has given notice of the redemption and has provided the funds for the payment of the redemption price, then beginning on the redemption date:

        When the holder properly surrenders the redeemed shares, the redemption price will be paid out of the funds provided by UnitedHealth Group. If UnitedHealth Group redeems fewer than all of the shares represented by any certificate, it will issue a new certificate representing the unredeemed shares without cost to the holder.

Conversion and Exchange

        If any series of offered preferred stock is convertible into common stock at the option of the holders or exchangeable for common stock at the option of UnitedHealth Group, the prospectus supplement relating to that series will include the terms and conditions governing such conversions and exchanges.

Rights Upon Liquidation

        Unless the applicable prospectus supplement states otherwise, if UnitedHealth Group voluntarily or involuntarily liquidates, dissolves or winds up its business, the holders of shares of each series of the preferred stock, and any other securities that have rights equal to that series of preferred stock under these circumstances, will be entitled to receive out of the assets of UnitedHealth Group that are available for distribution:

before any distribution is made to holders of any securities ranking junior to the series of preferred stock.

        If the assets available for distribution to the holders of any series of preferred stock, and holders of any other securities that have rights equal to that series of preferred stock for purposes of distribution, are insufficient to pay all amounts to which those holders are entitled, then UnitedHealth Group will only make pro rata distributions to those holders.

        After UnitedHealth Group pays the full amount of the liquidation distribution to which the holders of a series of the preferred stock are entitled, the holders will have no right or claim to any of UnitedHealth Group's remaining assets.

        Neither a sale of all or substantially all of UnitedHealth Group's property and assets, nor a consolidation or merger of UnitedHealth Group, will be considered a dissolution, liquidation or winding up of UnitedHealth Group's business.

Voting Rights

        Unless otherwise provided in the prospectus supplement, the holders of the preferred stock will not have any voting rights except as set forth below or as otherwise from time to time required by law.

        If the preferred stock is cumulative preferred stock, whenever dividends on the preferred stock are in arrears in an amount equal to at least six dividends (whether or not consecutive), the holders of a majority of the then outstanding shares of the preferred stock (voting separately as a single class with

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all other affected classes or series of Parity Dividend Stock upon which like voting rights have been conferred and are then exercisable) will be entitled to vote (either in person or by proxy) for and elect two additional directors. The right of the holders of the preferred stock to vote for the election of the two directors may be exercised at any annual meeting or at any special meeting called for such purpose or at any adjournment thereof, until dividends in default on the outstanding shares of the preferred stock shall have been paid in full (or dividends shall have been declared and funds sufficient therefor set apart for payment).

        Directors so elected shall serve until the next annual meeting or until their successors shall be elected and shall qualify, unless the term of office of the persons so elected as directors shall have terminated by virtue of the payment in full of all dividends in arrears (or dividends shall have been declared and funds sufficient therefor set apart for payment).

        Unless otherwise provided in the prospectus supplement, UnitedHealth Group will not authorize, create or issue any shares of any other class or series of capital stock ranking senior to the preferred stock as to dividends or upon liquidation without the consent or affirmative vote of the holders of at least a majority of the outstanding shares of the preferred stock.

        As more fully described under "Description of Depositary Shares" below, if UnitedHealth Group elects to provide for the issuance of depositary shares representing fractional interests in a share of preferred stock, the holders of each depositary share will be entitled to a fraction of a vote.


DESCRIPTION OF COMMON STOCK

        A description of UnitedHealth Group's common stock is included in the registration statement on Form 8-A dated September 20, 1991, which is incorporated by reference. You may request a copy of this registration statement in the manner described under "Where You Can Find More Information."


DESCRIPTION OF DEPOSITARY SHARES

        This section describes the general terms and provisions of the depositary shares. The prospectus supplement will describe the specific terms of the depositary shares offered under that prospectus supplement and any general terms outlined in this section that will not apply to those depositary shares.

        The form of deposit agreement, including the form of depositary receipt, has been filed as an exhibit to the registration statement.

        This section summarizes the material terms and provisions of the deposit agreement, the depositary shares and the depositary receipts. Because this is a summary, it does not contain all of the details found in the full text of the deposit agreement, the depositary shares and the depositary receipts. If you would like additional information, you should read the forms of deposit agreement, the form of depository shares and the form of depositary receipts relating to the applicable series of preferred stock.

General

        UnitedHealth Group may offer fractional interests in preferred stock, rather than full shares of preferred stock. In such an event, UnitedHealth Group will provide for the issuance by a depositary to the public of receipts for depositary shares, each of which will represent a fractional interest in a share of a particular series of preferred stock.

        The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between UnitedHealth Group and a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million ("Depositary"). The applicable prospectus supplement will set forth the name and address

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of the Depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying such depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.

        The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in the applicable prospectus supplement. While the final depositary receipts are being prepared, UnitedHealth Group may order the Depositary to issue temporary depositary receipts substantially identical to the final depositary receipts although not in final form. The holders of the temporary depositary receipts will be entitled to the same rights as if they held the depositary receipts in final form. Holders of the temporary depositary receipts can exchange them for the final depositary receipts at UnitedHealth Group's expense.

Withdrawal of Preferred Stock

        If you surrender depositary receipts at the principal office of the Depositary (unless the related depositary shares have previously been called for redemption), you are entitled to receive at that office the number of shares of preferred stock and any money or other property represented by the depositary shares. UnitedHealth Group will not issue partial preferred stock. If you deliver depositary receipts evidencing a number of depositary shares that represent more than a whole number of shares of preferred stock, the Depositary will issue to you a new depositary receipt evidencing the excess number of depositary shares at the same time that the preferred stock is withdrawn. Holders of shares of preferred stock received in exchange for depositary shares will no longer be entitled to deposit those shares under the deposit agreement or to receive depositary shares in exchange for those shares of preferred stock.

Dividends and Other Distributions

        The Depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders of depositary shares representing the preferred stock in proportion to the numbers of depositary shares owned by the holders on the relevant record date. The Depositary will distribute only the amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The balance not distributed will be added to and treated as part of the next sum received by the Depositary for distribution to record holders of depositary shares.

        If there is a distribution other than in cash, the Depositary will distribute property to the holders of depositary shares, unless the Depositary determines that it is not feasible to make such distribution. If this occurs, the Depositary may, with UnitedHealth Group's approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.

        The deposit agreement will also contain provisions relating to how any subscription or similar rights offered by UnitedHealth Group to holders of the preferred stock will be made available to the holders of depositary shares.

Conversion and Exchange

        Unless otherwise specified in the applicable prospectus supplement, the series of preferred stock underlying the depositary shares will not be convertible or exchangeable into any other class or series of capital stock of UnitedHealth Group.

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Redemption of Deposited Preferred Stock

        If the series of the preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the redemption proceeds, in whole or in part, of the series of the preferred stock held by the Depositary. The Depositary will mail notice of redemption 30 to 60 days prior to the date fixed for redemption to the record holders of the depositary shares to be redeemed at their addresses appearing in the Depositary's records. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. Whenever UnitedHealth Group redeems preferred stock held by the Depositary, the Depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as determined by the Depositary.

        After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon such redemption. The payments will be made when holders surrender their depositary receipts to the Depositary.

Voting of Deposited Preferred Stock

        Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the Depositary will mail information about the meeting contained in the notice to the record holders of the depositary shares relating to the preferred stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the Depositary as to how the preferred stock underlying the holder's depositary shares should be voted.

        The Depositary will try, if practical, to vote the number of preferred stock underlying the depositary shares according to the instructions received. UnitedHealth Group will agree to take all action requested by and deemed necessary by the Depositary in order to enable the Depositary to vote the preferred stock in that manner. The Depositary will not vote any preferred stock for which it does not receive specific instructions from the holders of the depositary shares relating to the preferred stock.

Taxation

        Owners of depositary shares will be treated for federal income tax purposes as if they were owners of the preferred stock represented by the depositary shares. Accordingly, for U.S. federal income tax purposes they will have the income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:

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Amendment and Termination of the Deposit Agreement

        The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between UnitedHealth Group and the Depositary at any time. However, any amendment that materially and adversely alters the rights of the existing holders of depositary shares will not be effective unless approved by the record holders of at least a majority of the depositary shares then outstanding. A deposit agreement may be terminated by UnitedHealth Group or the Depositary only if:

Charges of Depositary

        UnitedHealth Group will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. UnitedHealth Group will pay associated charges of the Depositary for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges that are stated to be their responsibility in the deposit agreement.

Miscellaneous

        UnitedHealth Group will forward to the holders of depositary shares all reports and communications that it must furnish to the holders of the preferred stock.

        Neither the Depositary nor UnitedHealth Group will be liable if the Depositary is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. UnitedHealth Group's obligations and the Depositary's obligations under the deposit agreement will be limited to performance in good faith of duties set forth in the deposit agreement. Neither the Depositary nor UnitedHealth Group will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished to UnitedHealth Group and/or the Depositary. UnitedHealth Group and the Depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary

        The Depositary may resign at any time by delivering notice to UnitedHealth Group. UnitedHealth Group may also remove the Depositary at any time. Resignations or removals will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.

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DESCRIPTION OF SECURITIES WARRANTS

        This section describes the general terms and provisions of the Securities Warrants (as defined below). The prospectus supplement will describe the specific terms of the Securities Warrants offered through that prospectus supplement and any general terms outlined in this section that will not apply to those Securities Warrants.

        The forms of warrant agreements and the warrant certificates representing the Securities Warrants have been filed as exhibits to the registration statement.

        UnitedHealth Group may issue warrants for the purchase of senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock (collectively, "Securities Warrants"). Securities Warrants may be issued alone or together with senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock offered by any prospectus supplement and may be attached to or separate from those securities. Each series of Securities Warrants will be issued under warrant agreements between UnitedHealth Group and a bank or trust company, as warrant agent , which will be described in the applicable prospectus supplement. The warrant agent will act solely as an agent of UnitedHealth Group in connection with the Securities Warrants and will not act as an agent or trustee for any holders or beneficial holders of Securities Warrants.

        This section summarizes the material terms and provisions of the warrant agreements and warrants certificates. Because this is only a summary, it does not contain all of the details found in the full text of the warrant agreements and the warrant certificates. If you would like additional information, you should read the applicable form of warrant agreement and the form of warrant certificate.

General

        If UnitedHealth Group offers Securities Warrants, the applicable prospectus supplement will describe their terms. If Securities Warrants for the purchase of senior debt securities or subordinated debt securities are offered, the applicable prospectus supplement will describe the terms of those Securities Warrants, including the following if applicable:

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        Securities Warrants for the purchase of senior debt securities and subordinated debt securities will be in registered form only.

        If Securities Warrants for the purchase of preferred stock, depositary shares or common stock are offered, the applicable prospectus supplement will describe the terms of such Securities Warrants, including the following where applicable:

        Securities Warrants for the purchase of preferred stock, depositary shares or common stock will be in registered form only.

        A holder of warrant certificates may (1) exchange them for new certificates of different denominations, (2) present them for registration of transfer and (3) exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any Securities Warrants to purchase senior debt securities or subordinated debt securities are exercised, the holder of the Securities Warrants will not have any of the rights of Holders of the senior debt securities or subordinated debt securities that can be purchased upon exercise, including any right to receive payments of principal, premium or interest on the underlying senior debt securities or subordinated debt securities or to enforce covenants in the applicable indenture. Until any Securities Warrants to purchase preferred stock, depositary shares or common stock are exercised, holders of the Securities Warrants will not have any rights of holders of the underlying preferred stock, depositary shares or common stock, including any right to receive dividends or to exercise any voting rights.

Exercise of Securities Warrants

        Each holder of a Securities Warrant is entitled to purchase the principal amount of senior debt securities or subordinated debt securities or number of shares of preferred stock, depositary shares or shares of common stock, as the case may be, at the exercise price described in the applicable prospectus supplement. After the close of business on the day when the right to exercise terminates (or a later date if UnitedHealth Group extends the time for exercise), unexercised Securities Warrants will become void.

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        A holder of Securities Warrants may exercise them by following the general procedure outlined below:

        If you comply with the procedures described above, your Securities Warrants will be considered to have been exercised when the warrant agent receives payment of the exercise price. After you have completed those procedures, UnitedHealth Group will, as soon as practicable, issue and deliver to you the senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock that you purchased upon exercise. If you exercise fewer than all of the Securities Warrants represented by a securities warrant certificate, a new securities warrant certificate will be issued to you for the unexercised amount of Securities Warrants. Holders of Securities Warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise of the Securities Warrants.

Amendments and Supplements to Securities Warrant Agreements

        UnitedHealth Group may amend or supplement a warrant agreement without the consent of the holders of the applicable Securities Warrants if the changes are not inconsistent with the provisions of the Securities Warrants and do not materially adversely affect the interests of the holders of the Securities Warrants. UnitedHealth Group and the warrant agent may also modify or amend a warrant agreement and the terms of the Securities Warrants if a majority of the then outstanding unexercised Securities Warrants affected by the modification or amendment consent. However, no modification or amendment that accelerates the expiration date, increases the exercise price, reduces the majority consent requirement for any such modification or amendment, or otherwise materially adversely affects the rights of the holders of the Securities Warrants may be made without the consent of each holder affected by the modification or amendment.

Common Stock Warrant Adjustments

        Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number of shares of common stock covered by, a common stock warrant will be adjusted in the manner set forth in the applicable prospectus supplement if certain events occur, including:

        Except as stated above, the exercise price and number of shares of common stock covered by a common stock warrant will not be adjusted if UnitedHealth Group issues common stock or any

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securities convertible into or exchangeable for common stock, or securities carrying the right to purchase common stock or securities convertible into or exchangeable for common stock.

        Holders of common stock warrants may have additional rights under the following circumstances:

        If one of the above transactions occurs and holders of UnitedHealth Group's common stock are entitled to receive stock, securities, other property or assets (including cash) with respect to or in exchange for the common stock, the holders of the common stock warrants then outstanding will be entitled to receive upon exercise of their common stock warrants the kind and amount of shares of stock and other securities or property that they would have received upon the reclassification, change, consolidation, merger, sale or conveyance if they had exercised their common stock warrants immediately before the transaction.


DESCRIPTION OF THE PREFERRED SECURITIES

General

        This section describes the general terms and provisions of the preferred securities that may be offered by this prospectus. The prospectus supplement will describe the specific terms of the series of the preferred securities offered under that prospectus supplement and any general terms outlined in this section that will not apply to those preferred securities.

        The preferred securities will be issued under the trust agreement. The trust agreement will be qualified as an indenture under the Trust Indenture Act. The forms of trust agreement and preferred securities have been filed as an exhibit to the registration statement.

        The preferred securities will have the terms described in the applicable trust agreement or made part of the trust agreement by the Trust Indenture Act or the Delaware Business Trust Act. The terms of the preferred securities will mirror the terms of the junior subordinated debt securities held by each trust.

        This section summarizes the material terms and provisions of the trust agreement and the preferred securities. Because this is only a summary, it does not contain all of the details found in the full text of the trust agreement and the preferred securities. If you would like additional information you should read the form of trust agreement and the form of preferred securities.

        The trust agreement of each trust authorizes the administrative trustees to issue on behalf of each trust one series of preferred securities and one series of common securities containing the terms described in a prospectus supplement. The proceeds from the sale of the preferred securities and common securities will be used by each trust to purchase a series of junior subordinated debt securities from UnitedHealth Group. The junior subordinated debt securities will be held in trust by the property trustee for your benefit and the benefit of the holder of the common securities.

        Under the guarantee, UnitedHealth Group will agree to make payments of distributions and payments on redemption or liquidation with respect to the preferred securities, to the extent that the related trust holds funds available therefor and has not made such payments. See "Description of the Guarantee."

        The assets of each trust available for distribution to you will be limited to payments received from UnitedHealth Group under the corresponding junior subordinated debt securities. If UnitedHealth Group fails to make a payment on the corresponding junior subordinated debt securities, the property trustee will not have sufficient funds to make related payments, including distributions, on the preferred securities.

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        Each guarantee, when taken together with UnitedHealth Group's obligations under the corresponding junior subordinated debt securities and the junior subordinated indenture, the applicable trust agreement and the expense agreement, will provide a full and unconditional guarantee of amounts due on the preferred securities issued by each trust.

        Each trust will redeem an amount of preferred securities equal to the amount of any corresponding junior subordinated debt securities redeemed.

        Specific terms relating to the preferred securities will be described in the applicable prospectus supplement, including:

        The prospectus supplement will also describe certain United States federal income tax considerations applicable to any offering of preferred securities.

Redemption or Exchange

        Mandatory Redemption.    If any corresponding junior subordinated debt securities are repaid or redeemed in whole or in part, whether at maturity or upon earlier redemption, the property trustee will use the proceeds from such repayment or redemption to redeem a Like Amount (as defined on page 44) of the preferred securities and common securities. The property trustee will give you at least 30 days' notice, but not more than 60 days' notice, before the Redemption Date (as defined below). The preferred securities and (unless there is a default under the junior subordinated debt securities) the common securities will be redeemed at a redemption price equal to the aggregate Liquidation Amount (as defined on page 44) of the preferred securities and common securities plus accumulated but unpaid distributions thereon to the date of redemption ("Redemption Date") and the related amount of the premium, if any, paid by UnitedHealth Group ("Redemption Price") upon the concurrent redemption of the corresponding junior subordinated debt securities. See "Description of the Junior Subordinated Debt Securities—Redemption."

        If less than all of any series of corresponding junior subordinated debt securities are to be repaid or redeemed on a Redemption Date, then the proceeds from the repayment or redemption shall be allocated, pro rata, to the redemption of the related preferred securities and the common securities.

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        UnitedHealth Group may redeem any series of corresponding junior subordinated debt securities:

        Distribution of Corresponding Junior Subordinated Debt Securities.    UnitedHealth Group may at any time terminate any trust and, after satisfaction of the liabilities of creditors of the trust as provided by applicable law, cause the corresponding junior subordinated debt securities relating to the preferred securities and common securities issued by the trust to be distributed to you and the holders of the common securities in liquidation of the trust.

        Tax Event or Investment Company Event Redemption.    If a Tax Event or Investment Company Event relating to a series of preferred securities and common securities shall occur and be continuing, UnitedHealth Group may redeem the corresponding junior subordinated debt securities in whole (but not in part). This will cause a mandatory redemption of all of the related preferred securities and common securities at the Redemption Price within 90 days following the occurrence of the Tax Event or Investment Company Event.

        If a Tax Event or Investment Company Event relating to a series of preferred securities and common securities occurs and is continuing and UnitedHealth Group elects not to redeem the corresponding junior subordinated debt securities or to terminate the related trust and cause the corresponding junior subordinated debt securities to be distributed to holders of the preferred securities and common securities as described above, those preferred securities and common securities will remain outstanding and Additional Sums (as defined below) may be payable on the corresponding junior subordinated debt securities.

        "Additional Sums" means the additional amounts required to be paid so that the amount of distributions due and payable by a trust on outstanding preferred securities and common securities shall not be reduced because of any additional taxes, duties and other governmental charges to which a trust is subject because of a Tax Event.

        "Like Amount" means:

        "Liquidation Amount" means, unless otherwise provided in the applicable prospectus supplement, $25 per preferred security and common security.

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        Once the liquidation date is fixed for any distribution of corresponding junior subordinated debt securities for any series of preferred securities:

        The market prices for the preferred securities or the corresponding junior subordinated debt securities cannot be assured. Accordingly, the preferred securities that you may purchase, or the corresponding junior subordinated debt securities that you may receive on dissolution and liquidation of a trust, may trade at a discount to the price that you paid for the preferred securities offered hereby.

Redemption Procedures

        Preferred securities redeemed on a Redemption Date shall be:

        If notice of redemption is given, then, by 12:00 noon, New York City time, on the Redemption Date, to the extent funds are available, the property trustee will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price to you. See "Book-Entry Issuance." If the preferred securities are no longer in book-entry form, the property trustee, to the extent funds are available, will irrevocably deposit with the paying agent for the preferred securities, funds sufficient to pay the applicable Redemption Price and will give the paying agent irrevocable instructions and authority to pay the Redemption Price to you upon surrender of your certificates evidencing the preferred securities.

        Distributions payable on or prior to the Redemption Date for any preferred securities called for redemption shall be payable to the holders on the relevant record dates for the related distribution dates.

        If notice of redemption is given and funds deposited as required, all of your rights will cease, except your right to receive the Redemption Price, and the preferred securities will cease to be outstanding.

        If a Redemption Date is not a business day, then payment of the Redemption Price payable on the Redemption Date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any delay). However, if the business day falls in the next calendar year, then payment will be made on the immediately preceding business day.

        If payment of the Redemption Price of the preferred securities called for redemption is improperly withheld or refused and not paid either by the trust or by UnitedHealth Group pursuant to the guarantee, then distributions on the preferred securities will continue to accrue at the then applicable

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rate from the Redemption Date to the date such Redemption Price is actually paid. In this case the actual payment date will be the Redemption Date for purposes of calculating the Redemption Price.

        Subject to applicable law (including, without limitation, federal securities law), UnitedHealth Group or its subsidiaries may at any time and from time to time purchase outstanding preferred securities by tender offer, in the open market or by private agreement.

        Payment of the Redemption Price on the preferred securities and any distribution of corresponding junior subordinated debt securities to holders of preferred securities shall be payable to the holders on the relevant record date. The record date shall be one business day prior to the relevant Redemption Date or liquidation date, as applicable. However, if the preferred securities are not in book-entry form, the relevant record date for such preferred securities shall be at least 15 days prior to the Redemption Date or liquidation date.

        If less than all of the preferred securities and common securities issued by a trust are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of the preferred securities and common securities to be redeemed shall be allocated pro rata to the preferred securities and the common securities based upon the relative Liquidation Amounts of such classes. The property trustee will select the preferred securities to be redeemed on a pro rata basis not more than 60 days prior to the Redemption Date, by a method deemed fair and appropriate by it. The property trustee will promptly notify the registrar in writing of the preferred securities selected for redemption and, in the case of any preferred securities selected for partial redemption, the Liquidation Amount thereof to be redeemed.

        You will receive notice of any redemption at least 30 days but not more than 60 days before the Redemption Date at your registered address. Unless UnitedHealth Group defaults in the payment of the Redemption Price on the corresponding junior subordinated debt securities, on and after the Redemption Date interest will cease to accrue on the junior subordinated debt securities or portions thereof (and distributions will cease to accrue on the related preferred securities or portions thereof) called for redemption.

Subordination of Common Securities

        Payment of distributions on, and the Redemption Price of, each trust's preferred securities and common securities, as applicable, shall be made pro rata based on the liquidation amount of the preferred securities and common securities. However, if an event of default under the junior subordinated indenture shall have occurred and is continuing, no payment may be made on any of the trust's common securities, unless all unpaid amounts on each of the trust's outstanding preferred securities shall have been made or provided for in full.

        If an event of default under the junior subordinated indenture has occurred and is continuing, UnitedHealth Group as holder of the trust's common securities will be deemed to have waived any right to act with respect to the event of default under the applicable trust agreement until the effect of all events of default with respect to the preferred securities have been cured, waived or otherwise eliminated. Until the events of default under the applicable trust agreement with respect to the preferred securities have been so cured, waived or otherwise eliminated, the property trustee will act solely on your behalf and not on behalf of UnitedHealth Group as holder of the trust's common securities, and only you and the other holders of preferred securities will have the right to direct the property trustee to act on your behalf.

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Liquidation Distribution Upon Termination

        Each trust agreement states that each trust shall be automatically terminated upon the expiration of the term of the trust and shall also be terminated on the first to occur of:

        If dissolution of a trust occurs as described in the first, second and fourth bullets above, the applicable junior subordinated trustee shall liquidate such trust as quickly as possible. After paying all amounts owed to creditors, the junior subordinated trustee will distribute to the holders of the preferred securities and the common securities either:

        If a trust cannot pay the full amount due on its preferred securities and common securities because insufficient assets are available for payment, then the amounts payable by such trust on its preferred securities and common securities shall be paid pro rata. However, if an event of default under the junior subordinated indenture has occurred and is continuing, the total amounts due on the preferred securities shall be paid before any distribution on the common securities.

Events of Default; Notice

        The following are events of default under the trust agreements:

        Within five business days after an event of default under the trust agreement known to the property trustee, the property trustee will notify you and the holders of the common securities, the administrative trustees and UnitedHealth Group, unless such event of default has been cured or waived.

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        UnitedHealth Group and the administrative trustees must file annually with the property trustee a certificate stating whether or not they are in compliance with all the applicable conditions and covenants under the applicable trust agreement.

        If the property trustee fails to enforce its rights under any trust agreement or the junior subordinated indenture to the fullest extent permitted by law, and subject to the terms of the trust agreement and the junior subordinated indenture, you may sue UnitedHealth Group, or seek other remedies, to enforce the property trustee's rights under the trust agreement or the junior subordinated indenture with respect to junior subordinated debt securities having a principal amount equal to the Liquidation Amount of your preferred securities without first instituting a legal proceeding against the property trustee or any other person.

        If any action under the junior subordinated indenture is entitled to be taken by the holders of at least a specified percentage of the principal amount of the junior subordinated debt securities, holders of the same percentage of the Liquidation Amount of preferred securities may then take action if it is not taken by the property trustee. However, if UnitedHealth Group fails to pay principal, premium or interest on the junior subordinated debt securities, you may sue UnitedHealth Group, or seek other remedies, to collect your pro rata share of payments owed.

Removal of Junior Subordinated Trustees

        Unless an event of default under a trust agreement has occurred and is continuing, any junior subordinated trustee may be removed and replaced at any time by UnitedHealth Group. If an event of default under a trust agreement has occurred and is continuing, the property trustee and the Delaware trustee may be removed or replaced by the holders of at least a majority in Liquidation Amount of the outstanding preferred securities. Only UnitedHealth Group has the right to remove or replace the administrative trustees. No resignation or removal of any of the junior subordinated trustees and no appointment of a successor junior subordinated trustee shall be effective until the acceptance of appointment by the successor junior subordinated trustee in accordance with the provisions of the applicable trust agreement.

Co-Trustees and Separate Property Trustee

        Unless an event of default under a trust agreement has occurred and is continuing, the holder of the common securities and the administrative trustees shall have the power:

        If an event of default under a trust agreement has occurred and is continuing, only the property trustee may appoint a co-trustee or separate property trustee.

Merger or Consolidation of Junior Subordinated Trustees

        If any of the junior subordinated trustees merge, convert, or consolidate with or into another entity or sells its trust operations to another entity, the new entity shall be the successor of the junior subordinated trustee under each trust agreement, provided that the corporation or other entity shall be qualified and eligible to be a junior subordinated trustee.

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Mergers, Consolidations, Amalgamations or Replacements of the Trust

        A trust may not merge with or into, consolidate, amalgamate, or be replaced by, or transfer or lease all or substantially all of its properties and assets to any other entity ("Merger Event"), except as described below. A trust may, at UnitedHealth Group's request, with the consent of the administrative trustees and without your consent, merge with or into, consolidate, amalgamate or be replaced by another trust provided that:


        The trusts and any successor entity must always be classified as grantor trusts for federal tax purposes unless all of the holders of the preferred securities approve otherwise.

Voting Rights; Amendment of Each Trust Agreement

        You have no voting rights except as discussed under "Description of the Preferred Securities—Mergers, Consolidations, Amalgamations or Replacements of the trust" and "Description of the Guarantee—Amendments and Assignment," and as otherwise required by law and the applicable trust agreement.

        UnitedHealth Group, the property trustee and the administrative trustees may amend each trust agreement without your consent:

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        UnitedHealth Group and the administrative trustees may amend each trust agreement for any other reason as long as the holders of at least a majority in aggregate liquidation amount of the preferred securities agree, and the junior subordinated trustees receive an opinion of counsel which states that the amendment will not affect the applicable trust status as a grantor trust for income tax purposes, or its exemption from regulation as an investment company under the Investment Company Act, except to:

        The changes described above require the approval of each holder of the preferred securities affected.

        So long as corresponding junior subordinated debt securities of a trust are held by the property trustee of that trust, the junior subordinated trustees shall not:

        The junior subordinated trustees cannot change anything previously approved by you without getting you to approve the change. The property trustee shall notify you of any notice of default relating to the corresponding junior subordinated debt securities.

        In addition, prior to taking any of the foregoing actions, the junior subordinated trustees must obtain an opinion of counsel stating that the trust will continue to be classified as a grantor trust for federal income tax purposes.

        As described in each trust agreement, the property trustee may hold a meeting to have you vote on a change or have you approve the change by written consent.

        If your vote is taken or a consent is obtained, any preferred securities that are owned by UnitedHealth Group, the junior subordinated trustees or any affiliate of any of them shall, for purposes of the vote or consent, be treated as if they were not outstanding.

Global Preferred Securities

        The preferred securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. The specific terms of the depositary arrangements with respect to a series of

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preferred securities will be described in the applicable prospectus supplement. See "Book-Entry Issuance."

Payment and Paying Agents

        Payments in respect of the preferred securities shall be made to a depositary, which shall credit the relevant accounts at the depositary on the applicable distribution dates or, if any trust's preferred securities are not held by a depositary, the payments shall be made by check mailed to the address of the holder entitled thereto as such address shall appear on the register.

        Unless otherwise specified in the applicable prospectus supplement, the paying agent shall initially be the property trustee. The paying agent shall be permitted to resign as paying agent upon 30 days' written notice to the property trustee and UnitedHealth Group. If the property trustee shall no longer be the paying agent, the administrative trustees shall appoint a successor (which shall be a bank or trust company acceptable to the administrative trustees and UnitedHealth Group) to act as paying agent.

Registrar and Transfer Agent

        Unless otherwise specified in the applicable prospectus supplement, the property trustee will act as registrar and transfer agent for the preferred securities.

        Registration of transfers of preferred securities will be effected without charge by or on behalf of each trust, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. No transfers of preferred securities called for redemption will be registered.

Information Concerning the Property Trustee

        The property trustee will perform only such duties as are specifically set forth in each trust agreement. Upon an event of default under a trust agreement, the property trustee must use the same degree of care and skill in the exercise of its duties as a prudent person would exercise or use in the conduct of his or her own affairs. The property trustee is under no obligation to exercise any of the powers given it by the applicable trust agreement at your request unless it is offered reasonable security or indemnity against the costs, expenses and liabilities that it might incur.

        If no event of default under a trust agreement has occurred and is continuing, and the property trustee is required to decide between alternative courses of action, construe ambiguous provisions in applicable trust agreement or is unsure of the application of any provisions of the applicable trust agreement, and the matter is not one on which you are entitled to vote, then the property trustee shall:

Miscellaneous

        The administrative trustees are authorized and directed to conduct the affairs of and to operate the trusts in the manner that:

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        In this connection, UnitedHealth Group and the administrative trustees are authorized to take any action, not inconsistent with applicable law or the certificate of trust of each trust or each trust agreement, that UnitedHealth Group and the administrative trustees determine in their discretion to be necessary or desirable for such purposes.

        You have no preemptive or similar rights. A trust may not borrow money, issue debt or mortgages, or pledge any of its assets.

Governing Law

        Each trust agreement will be governed by and construed in accordance with the laws of the State of Delaware.


DESCRIPTION OF THE GUARANTEE

General

        UnitedHealth Group will execute a guarantee, for your benefit at the same time that a trust issues the preferred securities. The guarantee trustee will hold the guarantee for your benefit.

        The guarantee will be qualified as an indenture under the Trust Indenture Act. The form of guarantee has been filed as an exhibit to the registration statement.

        This section summarizes the material terms and provisions of the guarantee. Because this is only a summary, it does not contain all of the details found in the full text of the guarantee. If you would like additional information you should read the form of guarantee agreement. Capitalized terms used but not defined under "Description of the Guarantee" have the meanings in the guarantee.

        UnitedHealth Group will irrevocably agree to pay to you in full the Guarantee Payments (as defined below) as and when due, regardless of any defense, right of set-off or counterclaim which the trust may have or assert other than the defense of payment. The following payments, to the extent not paid by a trust ("Guarantee Payments"), will be subject to the guarantee:

        Each guarantee will be an irrevocable guarantee on a subordinated basis of the related trust's obligations under the preferred securities, but will apply only to the extent that the related trust has funds sufficient to make the payments, and is not a guarantee of collection.

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        No single document executed by UnitedHealth Group related to the issuance of the preferred securities will provide for its full, irrevocable and unconditional guarantee of the preferred securities. It is only the combined operation of the applicable guarantee, the applicable trust agreement, the junior subordinated indenture and the expense agreement that has the effect of providing a full, irrevocable and unconditional guarantee of the trust's obligations under its preferred securities.

Status of Guarantees

        Each guarantee will constitute an unsecured obligation of UnitedHealth Group and will rank:

        Each guarantee will rank equally with all guarantees issued by UnitedHealth Group. The guarantee will constitute a guarantee of payment and not of collection (in other words you may sue UnitedHealth Group, or seek other remedies, to enforce your rights under the guarantee without first suing any other person or entity). Each guarantee will be held for your benefit. Each guarantee will not be discharged except by payment of the Guarantee Payments in full to the extent not previously paid by the trust or upon distribution to you of the corresponding series of junior subordinated debt securities.

Amendments and Assignment

        Except with respect to any changes which do not adversely affect your rights in any material respect (in which case your consent will not be required), the guarantee may only be amended with the prior approval of the holders of at least a majority in aggregate Liquidation Amount of the outstanding preferred securities. A description of the manner in which approval may be obtained is described under "Description of the Preferred Securities—Voting Rights; Amendment of Each Trust Agreement." All guarantees and agreements contained in each guarantee will be binding on UnitedHealth Group's successors, assigns, receivers, trustees and representatives and shall inure to the benefit of the holders of the related preferred securities then outstanding.

Events of Default

        An event of default under each guarantee occurs if UnitedHealth Group fails to make any of its required payments or perform its obligations under the guarantee.

        The holders of at least a majority in aggregate Liquidation Amount of the related preferred securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee relating to the guarantee or to direct the exercise of any trust or power given to the guarantee trustee under the guarantee.

        You may institute a legal proceeding directly against UnitedHealth Group to enforce your rights under the guarantee without first instituting a legal proceeding against the trust, the guarantee trustee or any other person or entity.

        UnitedHealth Group, as guarantor, is required to file annually with the guarantee trustee a certificate as to whether or not UnitedHealth Group is in compliance with all the conditions and covenants applicable to it under the guarantee.

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Information Concerning the Guarantee Trustee

        The guarantee trustee, other than during the occurrence and continuance of an event of default by UnitedHealth Group in the performance of any guarantee, will only perform the duties that are specifically described in the guarantee. After an event of default with respect to any guarantee, the guarantee trustee will exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of its powers as described in the guarantee at your request unless it is offered reasonable indemnity against the costs, expenses and liabilities that it might incur.

Termination of Preferred Securities Guarantees

        Each guarantee will terminate once the related preferred securities are paid in full or upon distribution of the corresponding series of junior subordinated debt securities to you. Each guarantee will continue to be effective or will be reinstated if at any time you are required to restore payment of any sums paid under the preferred securities or the guarantee.

Governing Law

        The guarantee will be governed by and construed in accordance with the laws of the State of New York.


THE EXPENSE AGREEMENT

        Pursuant to an expense agreement entered into by UnitedHealth Group under each trust agreement, UnitedHealth Group will irrevocably and unconditionally guarantee, to each person or entity to whom the applicable trust becomes indebted or liable, the full payment of any costs, expenses or liabilities of each trust, other than obligations of the trust to you pursuant to the terms of the preferred securities or other similar interests.


RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING JUNIOR
SUBORDINATED DEBT SECURITIES AND THE GUARANTEES

Full and Unconditional Guarantee

        Payments of distributions and other amounts due on the preferred securities (to the extent the trust has funds available for the payments) will be irrevocably guaranteed by UnitedHealth Group to the extent described under "Description of the Guarantee." No single document executed by UnitedHealth Group in connection with the issuance of the preferred securities will provide for its full, irrevocable and unconditional guarantee of the preferred securities. It is only the combined operation of UnitedHealth Group's obligations under the related guarantee, the related trust agreement, the corresponding series of junior subordinated debt securities, the junior subordinated indenture and the expense agreement that has the effect of providing a full, irrevocable and unconditional guarantee of the trust's obligations under the related series of preferred securities.

        If UnitedHealth Group does not make payments on any series of corresponding junior subordinated debt securities, the related trust will not pay distributions or other amounts on the related preferred securities. The guarantee does not cover payments of distributions when the related trust does not have sufficient funds to pay such distributions. If that occurs, your remedy is to sue UnitedHealth Group, or seek other remedies, to enforce your rights under the guarantee without first instituting a legal proceeding against the guarantee trustee.

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Sufficiency of Payments

        As long as UnitedHealth Group makes payments of interest and other payments when due on each series of corresponding junior subordinated debt securities, the payments will be sufficient to cover the payment of distributions and other payments due on the related preferred securities, primarily because:

        Notwithstanding anything to the contrary in the junior subordinated indenture, UnitedHealth Group has the right to set-off any payment it is otherwise required to make thereunder with and to the extent UnitedHealth Group has theretofore made, or is concurrently on the date of the payment making, a payment under the related guarantee.

Enforcement Rights of Holders of Preferred Securities

        You may institute a legal proceeding directly against UnitedHealth Group to enforce your rights under the related guarantee without first instituting a legal proceeding against the guarantee trustee, the related trust or any other person or entity.

        A default or event of default under any Senior and Subordinated Debt of UnitedHealth Group would not constitute a default or event of default under the trust agreements. However, in the event of payment defaults under, or acceleration of, Senior and Subordinated Debt of UnitedHealth Group, the subordination provisions of the junior subordinated indenture provide that no payments may be made in respect of the corresponding junior subordinated debt securities until the Senior and Subordinated Debt has been paid in full or any payment default thereunder has been cured or waived. Failure to make required payments on any series of corresponding junior subordinated debt securities would constitute an event of default under the trust agreements.

Limited Purpose of Issuers

        Each trust's preferred securities evidence a beneficial interest in the respective trust, and each trust exists for the sole purpose of issuing its preferred securities and common securities and investing the proceeds thereof in corresponding junior subordinated debt securities. A principal difference between the rights of a holder of a preferred security and a holder of a corresponding junior subordinated debt security is that a holder of a corresponding junior subordinated debt security is entitled to receive from UnitedHealth Group the principal amount of and interest accrued on corresponding junior subordinated debt securities held, while a holder of preferred securities is entitled to receive distributions from the trust (or from UnitedHealth Group under the applicable guarantee) if and to the extent the trust has funds available for the payment of distributions.

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Rights Upon Termination

        Upon any voluntary or involuntary termination winding up or liquidation of any trust involving a liquidation of the corresponding junior subordinated debt securities held by a trust, you will be entitled to receive, out of assets held by that trust, the Liquidation Distribution in cash. See "Description of the Preferred Securities—Liquidation Distribution Upon Termination." Upon any voluntary or involuntary liquidation or bankruptcy of UnitedHealth Group, the property trustee, as holder of the corresponding junior subordinated debt securities, would be a subordinated creditor of UnitedHealth Group, subordinated in right of payment to all Senior and Subordinated Debt, but entitled to receive payment in full of principal, premium, if any, and interest, before any of UnitedHealth Group's common shareholders receive payments or distributions.

        Since UnitedHealth Group is the guarantor under each guarantee and has agreed to pay for all costs, expenses and liabilities of each trust (other than the trust's obligations to you), your position and the position of a holder of the corresponding junior subordinated debt securities relative to other creditors and to shareholders of UnitedHealth Group in the event of liquidation or bankruptcy of UnitedHealth Group are expected to be substantially the same.


BOOK-ENTRY ISSUANCE

        DTC may act as securities depositary for all of the preferred securities and the Debt Securities, unless otherwise referred to in the prospectus supplement relating to an offering of preferred securities or Debt Securities. The preferred securities and the Debt Securities will be issued only as fully-registered securities registered in the name of Cede & Co. (DTC's nominee). One or more fully-registered global certificates may be issued for the preferred securities of each trust and the debt securities, representing in the aggregate the total number of the trust's preferred securities or aggregate principal balance of Debt Securities, respectively, and will be deposited with DTC.

        DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain custodial relationships with Direct Participants, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the SEC.

        Purchases of preferred securities or Debt Securities within the DTC system must be made by or through Direct Participants, which will receive a credit for the preferred securities or Debt Securities on DTC's records. The ownership interest of each actual purchaser of each preferred security and each Debt Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased preferred securities or Debt Securities. Transfers of ownership interests in the preferred securities or Debt Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial owners will not receive certificates

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representing their ownership interests in preferred securities or Debt Securities, except in the event that use of the book-entry system for the preferred securities of a trust or Debt Securities is discontinued.

        DTC has no knowledge of the actual Beneficial Owners of the preferred securities or Debt Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts the preferred securities or Debt Securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners and the voting rights of Direct Participants, Indirect Participants and Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Redemption notices will be sent to Cede & Co. as the registered holder of the preferred securities or Debt Securities. If less than all of the preferred securities of a trust or the Debt Securities are being redeemed, DTC's current practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed.

        Although voting with respect to the preferred securities or the Debt Securities is limited to the holders of record of the preferred securities or Debt Securities, in those instances in which a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to preferred securities or Debt Securities. Under its usual procedures, DTC would mail an omnibus proxy (the "Omnibus Proxy") to the relevant trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the preferred securities or Debt Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

        Distribution payments on the preferred securities or the Debt Securities will be made by the relevant Trustee to DTC. DTC's practice is to credit Direct Participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payments on the payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices and will be the responsibility of such Participant and not of DTC, the relevant trustee, the trust thereof or UnitedHealth Group, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the relevant Trustee, disbursement of the payments to Direct Participants is the responsibility of DTC, and disbursements of the payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

        DTC may discontinue providing its services as securities depositary with respect to any of the preferred securities or the Debt Securities at any time by giving reasonable notice to the relevant trustee and UnitedHealth Group. In the event that a successor securities depositary is not obtained, definitive preferred security or Debt Security certificates representing the preferred securities or Debt Securities are required to be printed and delivered. UnitedHealth Group, at its option, may decide to discontinue use of the system of book-entry transfers through DTC (or a successor depositary).

        The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the trusts and UnitedHealth Group believe to be accurate, but the trusts and UnitedHealth Group assume no responsibility for the accuracy thereof. Neither the trusts nor UnitedHealth Group has any responsibility for the performance by DTC or its Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

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PLAN OF DISTRIBUTION

        UnitedHealth Group may sell the securities (a) through underwriters or dealers, (b) directly to one or more purchasers, or (c) through agents. The prospectus supplement will include the names of underwriters, dealers or agents retained. The prospectus supplement also will include the purchase price of the securities, UnitedHealth Group's proceeds from the sale, any underwriting discounts or commissions and other items constituting underwriters' compensation, and any securities exchanges on which the securities may be listed.

        The underwriters will acquire the securities for their own account. They may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if any of the securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

        Underwriters, dealers, and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from UnitedHealth Group and any profit on the resale of the securities by them may be treated as underwriting discounts and commissions under the Securities Act.

        UnitedHealth Group may have agreements with the underwriters, dealers, and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make.

        Underwriters, dealers and agents may engage in transactions with, or perform services for, UnitedHealth Group or its subsidiaries in the ordinary course of their businesses.

        UnitedHealth Group may authorize underwriters, dealers and agents to solicit offers by certain specified institutions to purchase securities from UnitedHealth Group at the public offering price set forth in a prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions included in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of the contracts.

        Unless the prospectus supplement states otherwise, all securities except for common stock will be new issues of securities with no established trading market. Any underwriters who purchase securities from UnitedHealth Group for public offering and sale may make a market in the securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. UnitedHealth Group cannot give any assurance concerning the liquidity of the trading market for any securities.


LEGAL MATTERS

        Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon for UnitedHealth Group by Dorsey & Whitney LLP counsel to UnitedHealth Group, and for the trusts by Richards, Layton & Finger counsel to the trusts.

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EXPERTS

        The consolidated balance sheets as of December 31, 1998 and 1997, and the consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1998, of UnitedHealth Group incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in giving said reports.

        With respect to the unaudited condensed interim financial information for the quarters ended June 30 and September 30, 1998 and 1997 of UnitedHealth Group incorporated by reference in this prospectus and elsewhere in the registration statement, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for a review of that information. However, their separate reports thereon state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on that information should be restricted in light of the limited nature of the review procedures applied. In addition, the accountants are not subject to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited condensed interim financial information because these reports are not "reports" or "parts" of the prospectus or elsewhere in the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Securities Act.

        You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. UnitedHealth Group has not authorized anyone else to provide you with different information. Neither UnitedHealth Group, the trusts nor the underwriters are making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

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        No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement or the accompanying prospectus. You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of its date.

TABLE OF CONTENTS

Prospectus Supplement

 
   Page
Forward-Looking Statements   S-3  
Risk Factors   S-3  
Use of Proceeds   S-9  
Ratios of Earnings to Fixed Charges   S-9  
Business   S-10
Description of Notes   S-11
Underwriting   S-14
Legal Matters   S-15

Prospectus
About This Prospectus   2
Where You Can Find More Information   3
UnitedHealth Group   4
The Trusts   5
Use of Proceeds   6
Ratio of Earnings to Fixed Charges and to Fixed Charges and Preferred Stock Dividends   6
Description of Securities   7
Description of Debt Securities   7
Description of Preferred Stock   31
Description of Common Stock   35
Description of Depositary Shares   35
Description of Securities Warrants   39
Description of the Preferred Securities   42
Description of the Guarantee   52
The Expense Agreement   54
Relationship Among the Preferred Securities, the Corresponding Junior Subordinated Debt Securities and the Guarantees   54
Book-Entry Issuance   56
Plan of Distribution   58
Legal Matters   58
Experts   59

$400,000,000

UnitedHealth Group Incorporated

5.20% Notes due January 17, 2007

LOGO

Goldman, Sachs & Co.
Merrill Lynch & Co.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
BNY Capital Markets, Inc.
JPMorgan
Lehman Brothers
Salomon Smith Barney
UBS Warburg



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FORWARD-LOOKING STATEMENTS
RISK FACTORS
USE OF PROCEEDS
RATIOS OF EARNINGS TO FIXED CHARGES
BUSINESS
DESCRIPTION OF NOTES
UNDERWRITING
LEGAL MATTERS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
UNITEDHEALTH GROUP
THE TRUSTS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
DESCRIPTION OF SECURITIES
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF PREFERRED STOCK
DESCRIPTION OF COMMON STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF SECURITIES WARRANTS
DESCRIPTION OF THE PREFERRED SECURITIES
DESCRIPTION OF THE GUARANTEE
THE EXPENSE AGREEMENT
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES AND THE GUARANTEES
BOOK-ENTRY ISSUANCE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
TABLE OF CONTENTS