UNITED HEALTHCARE CORPORATION
AMENDED AND RESTATED
1991 STOCK AND INCENTIVE PLAN,
AMENDED AND RESTATED EFFECTIVE MAY 14, 1997
1. PURPOSE OF PLAN.
This Plan shall be known as the "United HealthCare Corporation 1991 Stock and Incentive Plan" and is
hereinafter referred to as the "Plan". The purpose of the Plan is to aid in maintaining and developing personnel
capable of contributing to the future success of United HealthCare Corporation, a Minnesota corporation (the
"Company"), to offer such personnel additional incentives to put forth maximum efforts for the success of the
business, and to afford them an opportunity to acquire a proprietary interest in the Company through stock
options and other awards as provided herein. Options granted under this Plan may be either incentive stock
options ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code), or options which do not qualify as Incentive Stock Options. Awards granted under this
Plan shall be SARs, restricted stock or performance awards as hereinafter described.
2. STOCK SUBJECT TO PLAN.
Subject to the adjustments authorized by Section 15 hereof and the provisions of the remaining subsection of this
Section 2, the stock to be subject to options or other awards under the Plan shall be the Company's authorized
common shares, par value $.01 per share (the "Shares"). Such shares may be either authorized but unissued
shares, or issued shares which have been reacquired by the Company. Subject to adjustment as provided in
Section 15 hereof, the number of shares on which options may be exercised or other awards issued under this
Plan shall be 3,000,000 shares plus a number of shares equal to the sum of (i) one and one-half percent of the
number of shares of the Company's Common Stock outstanding as of the December 31 immediately preceding
the year in which such options may be granted plus (ii) options for such number of shares of Common Stock as
were available for grant in