UNITED HEALTHCARE CORPORATION
1998 BROAD-BASED STOCK
1. PURPOSE OF PLAN.
This Plan shall be known as the "United HealthCare Corporation 1998 Broad-Based Stock Incentive Plan" (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. The Plan is intended to be a "broadly-based plan" within the meaning of the New York Stock Exchange
Shareholder Approval Policy. Options granted under this Plan are NOT intended to be incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Other
awards granted under this Plan shall be in the form of stock appreciation rights ("SARs"), restricted stock awards
or performance awards as hereinafter described.
2. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided in Section 14 hereof and the provisions of this Section 2, the stock to be
subject to options or other awards under the Plan shall be the Company's authorized shares of common stock,
par value $.01 per share (the "Common Shares"). The Common 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 14 hereof, the number of Common Shares as to which options may be granted or awards may be issued
hereunder shall be 5,781,349 Common Shares (the "Initial Common Shares"). Each fiscal quarter 0.75% of the
number of Common Shares which were issued and outstanding as of the end of the fiscal quarter immediately
preceding the then-current fiscal quarter shall be added to the number of Initial Common Shares that were
available for grant