UNITED HEALTHCARE CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
AMENDED AND RESTATED EFFECTIVE MAY 14, 1997
SECTION 1. PURPOSE.
This plan shall be known as the "United HealthCare Corporation Nonemployee Director Stock Option Plan" and
is hereinafter referred to as the "Plan." The purpose of the Plan is to promote the interests of United HealthCare
Corporation, a Minnesota corporation (the "Company"), by enhancing its ability to attract and retain the services
of experienced and knowledgeable independent directors and by providing additional incentive for these directors
to increase their interest in the Company's long-term success and progress.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a committee (the "Committee") of two or more persons appointed by the
Board of Directors of the Company. Grants of stock options under the Plan and the amount and nature of the
awards to be granted shall be automatic as described in Section 6. However, all questions of interpretation of the
Plan or of any options issued under it shall be determined by the Committee and such determination shall be final
and binding upon all persons having an interest in the Plan.
SECTION 3. PARTICIPATION IN THE PLAN.
Each director of the Company shall be eligible to participate in the Plan unless such director is an employee of the
Company or any subsidiary of the Company.
SECTION 4. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Section 10 hereof, the stock to be subject to options under the Plan shall be
authorized but unissued shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). Subject to adjustment as provided in Section 10 hereof, the maximum number of shares with respect to
which options may be exercised under this Plan shall be 350,000 shares. If an option under the Plan expires, or
for any reason is terminated, any shares that have not been purchased upon exercise of
the option prior to the expiration or termination date shall again be availa