Exhibit 4.9
TRUST AGREEMENT OF
UHC CAPITAL II
This TRUST AGREEMENT of UHC CAPITAL II (the "Trust"), dated as of
October 20, 1998, among (i) United HealthCare Corporation, a Minnesota
corporation (the "Depositor"), (ii) The Bank of New York (Delaware), a Delaware
banking corporation, not in its individual capacity but solely as trustee of the
Trust, and (iii), Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxx X. Xxxxxx, each an
individual employed by the Depositor, not in their individual capacities but
solely as administrative trustees of the Trust (each of such trustees in (ii)
and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The Trust created hereby shall be known as "UHC Capital II", in
which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and xxx and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. (S) 3801 et seq. (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Secretary of State of the State of Delaware in accordance with
the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended and
Restated Trust Agreement, satisfactory to each such party and substantially in
the form to be included as
an exhibit to the 1933 Act Registration Statement referred to below, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein. Prior to
the execution and delivery of such Amended and Restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise.
4. The Trustees hereby authorize and direct the Depositor (i) to file
with the Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) a Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange (the "Exchange") and execute on behalf of the Trust a listing
application and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on the Exchange and (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or blue sky
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laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to above is
required by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his capacity as Trustee of
the Trust, is hereby authorized and, to the extent so required, directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York (Delaware) in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxx X. Xxxxxx, each an administrative
trustee, solely in their capacities as Trustees of the Trust, hereby constitutes
and appoints Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxx X. Xxxxxx, and each of them,
as its or his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such Trustee or in the
Depositor's or such Trustee's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to any such
filings (including the 1933 Act Registration Statement and the 1934 Act
Registration Statement) and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, the Exchange and
administrators of state securities or blue sky laws, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor or such Trustee might or
could do in person, thereby ratifying and confirming all that said attorneys-in-
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fact and agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue thereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall be either a natural person who is a
resident of the State of Delaware, or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior written notice to
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS THEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
UNITED HEALTHCARE CORPORATION,
As Depositor
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: General Counsel and Secretary
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX,
not in his individual capacity but solely
as Administrative Trustee
/s/ Xxxxx Xxxxx
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XXXXX XXXXX,
not in his individual capacity but solely
as Administrative Trustee
/s/ Xxxxx X. Xxxxxx
---------------------------------------
XXXXX X. XXXXXX,
not in his individual capacity but solely
as Administrative Trustee
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