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                                                                   EXHIBIT 10(b)

                          UNITED HEALTHCARE CORPORATION
                              AMENDED AND RESTATED
                         1991 STOCK AND INCENTIVE PLAN,
                   AMENDED AND RESTATED EFFECTIVE MAY 9, 2001

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 6,000,000 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 any preceding year and
were not otherwise granted. If awards lapse, expire, terminate or are canceled
prior to the issuance of shares, or if shares issued under an option are
reacquired by the Company pursuant to this Plan, those shares will be available
for new awards. Notwithstanding the foregoing, the number of Shares that may be
subject to Incentive Stock Options granted under the Plan may not exceed
2,000,000; such number may be adjusted pursuant to Section 15.

3. ADMINISTRATION OF PLAN.

     (a) The Plan shall be administered by a committee (the "Committee") of two
or more directors of the Company, none of whom shall be officers or employees of
the Company and all of whom shall be "Non-Employee Directors" with respect to
the Plan within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, and any successor rule. The members of the Committee shall be appointed by
and serve at the pleasure of the Board of Directors.

     (b) The Committee shall have plenary authority in its discretion, but
subject to the express provisions of the Plan: (i) to determine the purchase
price of the Common Shares covered by each option, (ii) to determine the
employees to whom and the time or times at which such options and awards shall
be granted and the number of shares to be subject to each, (iii) to determine
the form of payment to be made upon the exercise of an SAR or in connection with
performance awards, either cash, Common Shares of the Company or a combination
thereof, (iv) to determine the terms of exercise of each option and award, (v)
to accelerate the time at which all or any part of an option or award may be
exercised, (vi) to amend or modify the terms of any option or award with the
consent of the holder of the optionee or grantee, (vii) to interpret the Plan,
(viii) to prescribe, amend and rescind rules and regulations relating to the
Plan, (ix) to determine the




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terms and provisions of each option or award agreement under the Plan (any of
which agreements need not be identical), including the designation of those
options intended to be Incentive Stock Options, (x) to delegate such of its
authority granted herein as it deems is in the best interests of the Company,
and (xi) to make all other determinations necessary or advisable for the
administration of the Plan, subject to the exclusive authority of the Board of
Directors under Section 16 herein to amend or terminate the Plan. The
Committee's determinations on the foregoing matters, unless otherwise
disapproved by the Board of Directors of the Company, shall be final and
conclusive; provided, however, that the Committee's determinations with respect
to the matters set forth in clauses (ii) and (iii) above, unless delegated as
provided in subsection 3(C) below, shall be final and conclusive without any
right of disapproval by the Board of Directors of the Company.

     (c) The Chief Executive Officer of the Company shall have the authority, as
granted by the Committee pursuant to clause (x) of the preceding subsection, to
grant, pursuant to the Plan, options or other awards to eligible persons who are
not considered by the Company as its officers or directors for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended. The Chief
Executive Officer of the Company shall provide information as to any grants made
pursuant to this subsection to the Committee at its next meeting.

     (d) The Committee shall select one of its members as its Chairperson and
shall hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum. All determinations of the Committee
shall be made by not less than a majority of its members. Any decision or
determination reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a majority vote at
a meeting duly called and held. The grant of an option or award shall be
effective only if a written agreement shall have been duly executed and
delivered or if notice of such option or award shall have been duly communicated
by and on behalf of the Company following such grant. The Committee may appoint
a Secretary and may make such rules and regulations for the conduct of its
business as it shall deem advisable.

4. ELIGIBILITY.

     Incentive Stock Options may be granted under this Plan only to any full or
part-time employee (which term as used herein includes, but is not limited to,
officers and directors who are also employees) of the Company and of its present
and future subsidiary corporations within the meaning of Section 424(f) of the
Code (herein called "subsidiaries"). Full or part-time employees, consultants or
independent contractors to the Company or one of its subsidiaries shall be
eligible to receive awards and options which do not qualify as Incentive Stock
Options. In determining the persons to whom options and awards shall be granted
and the number of shares subject to each, the Committee may take into account
the nature of services rendered by the respective employees or consultants,
their present and potential contributions to the success of the Company and such
other factors as the Committee in its discretion shall deem relevant. A person
who has been granted an option or award under this Plan may be granted
additional options or awards under the Plan if the Committee shall so determine;
provided, however, that for Incentive Stock Options granted after December 31,
1986, to the extent the aggregate fair market value (determined at the time the
Incentive Stock Option is granted) of the Common Shares with respect to which
all Incentive Stock Options are exercisable for the first time by an employee
during any calendar year (under all plans described in subsection (d) of Section
422 of the Code of his or her employer corporation and its parent and subsidiary
corporations) exceeds $100,000, such options shall be treated as options which
do not qualify as Incentive Stock Options. Nothing in the Plan or in any
agreement thereunder shall confer on any employee any right to continue in the
employ of the Company or any of its subsidiaries or affect in any way the right
of the Company or any of its subsidiaries to terminate his or her employment at
any time.

5. PRICE.

     The option price for all Incentive Stock Options granted under the Plan
shall be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Shares at the date of grant of such option. The
option price for options granted under the Plan which do not qualify as
Incentive Stock Options and, if applicable, the price for all awards shall also
be determined by the Committee. For purposes of this Section 5 and for all other
valuation purposes under the Plan, the fair market value of the Common Shares
shall be as reasonably determined by such methods or procedures as shall be
established from time to time by the Committee; provided, that for the purposes
of the first sentence of this Section 5, the fair market value of the Common
Shares shall not be less than the closing price of the stock on the date for
which fair market value is being determined, as reported on any national
securities exchange on which the Common Shares are then traded. If on the date
of grant of any option or award hereunder the Common Shares are not traded on an
established securities market, the Committee shall make a good faith attempt to
satisfy the requirements of this Section 5 and in connection therewith shall
take such action as it deems necessary or advisable.

6. TERM.

     Each option and award and all rights and obligations thereunder shall
expire on the date determined by the Committee and specified in the option or
award agreement. The Committee shall be under no duty to provide terms of like
duration for options or awards granted under the Plan, but the term of an
Incentive Stock Option may not extend more than ten (10) years from the date of
grant of such option and the term of options granted under the Plan which do not
qualify as Incentive Stock Options may not extend more than fifteen (15) years
from the date of grant of such option.

7. EXERCISE OF OPTION OR AWARD.

     (a) The Committee shall have full and complete authority to determine
whether the option or award will be exercisable in full at any time or from time
to time during the term thereof, or to provide for the exercise thereof in such
installments, upon the occurrence of such events, such as termination of
employment for any reason, and at such times during the term of the option or



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award as the Committee may determine and specify in the option or award
agreement.

     (b) The exercise of any option or award granted hereunder shall be
effective only at such time as the sale of Common Shares pursuant to such
exercise will not violate any state or federal securities or other laws. To the
extent required in order to comply with Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, in the case of an option or award granted to a person
considered by the Company as one of its officers or directors for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, the terms of the
option or award will require that such shares are not disposed of by such
officer or director for a period of at least six months from the date of grant.

     (c) An optionee or grantee electing to exercise an option or award, or his
or her representative, shall give notice to the Company of such election and of
the number of shares subject to such exercise. The Company will verify the
appropriateness of the election and determine the compensation and related
withholding tax amounts. The exercise amount and applicable taxes shall be
tendered either prior to the issuance of shares pursuant to the exercise or, if
such option is exercised pursuant to a cashless exercise and sale transaction,
on or prior to the settlement date of such transaction. Payment shall be made to
the Company in cash (including wire transfer, bank check, certified check,
personal check, or money order), or, at the discretion of the Committee and as
specified by the Committee, (i) by delivering Common Shares already owned by the
optionee or grantee having a fair market value as of such date equal to the full
purchase price of the shares, together with any applicable withholding taxes, or
(ii) a combination of cash and such shares; provided, however, that an optionee
shall not be entitled to tender shares of the Company's Common Stock pursuant to
successive, substantially simultaneous exercises of options granted under this
or any other stock option plan of the Company. The fair market value of such
tendered shares shall be determined as provided in Section 5 herein. Until such
person has been issued the shares subject to such exercise, he or she shall
possess no rights as a shareholder with respect to such shares.

8. ALTERNATIVE STOCK APPRECIATION RIGHTS.

     (a) Grant. At the time of grant of an option or award under the Plan (or at
any other time), the Committee, in its discretion, may grant a Stock
Appreciation Right ("SAR") evidenced by an agreement in such form as the
Committee shall from time to time approve. Any such SAR may be subject to
restrictions on the exercise thereof as may be set forth in the agreement
representing such SAR, which agreement shall comply with and be subject to the
following terms and conditions and any additional terms and conditions
established by the Committee that are consistent with the terms of the Plan.

     (b) Exercise. An SAR shall be exercised by the delivery to the Company of a
written notice which shall state that the holder thereof elects to exercise his
or her SAR as to the number of shares specified in the notice and which shall
further state what portion, if any, of the SAR exercise amount (hereinafter
defined) the holder thereof requests be paid to him or her in cash and what
portion, if any, is to be paid in Common Shares of the Company. The Committee
promptly shall cause to be paid to such holder the SAR exercise amount, less any
applicable withholding taxes, either in cash, in Common Shares of the Company,
or in any combination of cash and shares as the Committee may determine. Such
determination may be either in accordance with the request made by the holder of
the SAR or in the sole and absolute discretion of the Committee. The SAR
exercise amount is the excess of the fair market value of one share of the
Company's Common Shares on the date of exercise over the per share exercise
price in respect of which the SAR was granted, multiplied by the number of
shares as to which the SAR is exercised. For the purposes, hereof, the fair
market value of the Company's shares shall be determined as provided in Section
5 herein.

9. RESTRICTED STOCK AWARDS.

     Awards of Common Shares subject to forfeiture and transfer restrictions may
be granted by the Committee. Any restricted stock award shall be evidenced by an
agreement in such form as the Committee shall from time to time approve, which
agreement shall comply with and be subject to the following terms and conditions
and any additional terms and conditions established by the Committee that are
consistent with the terms of the Plan:

     (a) Grant of Restricted Stock Awards. Each restricted stock award made
under the Plan shall be for such number of Common Shares as shall be determined
by the Committee and set forth in the agreement containing the terms of such
restricted stock award. Such agreement shall set forth a period of time during
which the grantee must remain in the continuous employment of the Company in
order for the forfeiture and transfer restrictions to lapse. If the Committee so
determines, the restrictions may lapse during such restricted period in
installments with respect to specified portions of the shares covered by the
restricted stock award. The agreement may also, in the discretion of the
Committee, set forth performance or other conditions that will subject the
Common Shares to forfeiture and transfer restrictions. The Committee may, at its
discretion, waive all or any part of the restrictions applicable to any or all
outstanding restricted stock awards, provided that, in the case of restricted
stock awards made to a person considered by the Company as an officer or
director for purposes of Section 16 of the Securities Act of 1934, as amended,
the terms of such restricted stock agreement will provide that the stock so
awarded may not be disposed of for a period of at least six months from the date
the award was made.

     (b) Delivery of Common Shares and Restrictions. At the time of a restricted
stock award, the number of Common Shares awarded thereunder shall be registered
in the name of the grantee. If a certificate representing such shares is issued,
such certificate shall be held by the Company or any custodian appointed by the
Company for the account of the grantee subject to the terms and conditions of
the Plan, and shall bear such a legend setting forth the restrictions imposed
thereon as the Committee, in its discretion, may determine. The grantee shall
have all rights of a shareholder with respect to the Common Shares, including
the right to receive dividends and the right to vote such shares, subject to the
following restrictions: (i) the grantee shall not be entitled to delivery of the
stock certificate, if one is issued, until the expiration of the restricted
period and the fulfillment of any other



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restrictive conditions set forth in the restricted stock agreement with respect
to such Common Shares; (ii) none of the Common Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of during
such restricted period or until after the fulfillment of any such other
restrictive conditions; and (iii) except as otherwise determined by the
Committee, all of the shares shall be forfeited and all rights of the grantee to
such shares shall terminate, without further obligation on the part of the
Company, unless the grantee remains in the continuous employment of the Company
for the entire restricted period in relation to which such Common Shares were
granted and unless any other restrictive conditions relating to the restricted
stock award are met. Any Common Shares, any other securities of the Company and
any other property (except for cash dividends) distributed with respect to the
Common Shares subject to restricted stock awards shall be subject to the same
restrictions, terms and conditions as such restricted Common Shares.

     (c) Termination of Restrictions. At the end of the restricted period and
provided that any other restrictive conditions of the restricted stock award are
met, or at such earlier time as otherwise determined by the Committee, all
restrictions set forth in any agreement relating to the restricted stock award
or in the Plan shall lapse as to the restricted Common Shares subject thereto.
Upon payment by the grantee to the Company of any withholding tax required to be
paid, a stock certificate, if one is requested, for the appropriate number of
Common Shares, free of the restrictions and the restricted stock legend, shall
be delivered to the grantee or his or her beneficiary or estate, as the case may
be.

10. PERFORMANCE AWARDS.

     The Committee is further authorized to grant performance awards. Subject to
the terms of this Plan and any applicable award agreement, a performance award
granted under the Plan (i) may be denominated or payable in cash, Common Shares
(including, without limitation, restricted stock), other securities, other
awards, or other property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee, in its discretion, and payable to, or
exercisable by, the holder of the performance awards, in whole or in part, upon
achievement of such performance goals during such performance periods as the
Committee, in its discretion, shall establish. Subject to the terms of this Plan
and any applicable award agreement, the performance goals to be achieved during
any performance period, the length of any performance period, the amount of any
performance award granted, and the amount of any payment or transfer to be made
by the grantee and by the Company under any performance award shall be
determined by the Committee.

11. INCOME TAX WITHHOLDING AND TAX BONUSES.

     (a) In order to comply with all applicable federal, state or local income
tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal, state or local payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of an optionee or grantee under the Plan, are withheld or
collected from such optionee or grantee prior to his or her receipt of Common
Shares pursuant to the exercise of an option or the satisfaction of the
conditions of any other award. In order to assist an optionee or grantee in
paying all federal and state taxes to be withheld or collected upon exercise of
an option or award which does not qualify as an Incentive Stock Option
hereunder, the Committee, in its absolute discretion and subject to such
additional terms and conditions as it may adopt, shall permit the optionee or
grantee to satisfy such tax obligation by (i) electing to have the Company
withhold a portion of the shares otherwise to be delivered upon exercise of such
option or award with a fair market value, determined in accordance with Section
5 herein, equal to such taxes or (ii) delivering to the Company Common Shares
other than the shares issuable upon exercise of such option or award with a fair
market value, determined in accordance with Section 5, equal to such taxes. The
election must be made on or before the date that the amount of tax to be
withheld is determined.

     (b) The Committee shall have the authority, at the time of grant of an
option under the Plan or at any time thereafter, to approve tax bonuses to
designated optionees or grantees to be paid upon their exercise of options or
awards granted hereunder. The amount of any such payments shall be determined by
the Committee but shall not exceed one hundred percent (100%) of the excess of
the fair market value of the shares received upon exercise of an option or award
over the price paid therefor. The Committee shall have full authority in its
absolute discretion to determine the amount of any such tax bonus and the terms
and conditions affecting the vesting and payment thereof.

12. ADDITIONAL RESTRICTIONS.

     The Committee shall have full and complete authority to determine whether
all or any part of the Common Shares of the Company acquired upon exercise of
any of the options or awards granted under the Plan shall be subject to
restrictions on the transferability thereof or any other restrictions affecting
in any manner the optionee's or grantee's rights with respect thereto, but any
such restriction shall be contained in the agreement relating to such options or
awards.

13. TEN PERCENT SHAREHOLDER RULE.

     Notwithstanding any other provision in the Plan, if at the time an option
is otherwise to be granted pursuant to the Plan the optionee owns directly or
indirectly (within the meaning of Section 424(d) of the Code) Common Shares of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or its parent or subsidiary
corporations (within the meaning of Section 422(b)(5) of the Code), then any
Incentive Stock Option to be granted to such optionee pursuant to the Plan shall
satisfy the requirements of Section 422(c)(5) of the Code, and the option price
shall be not less than 110% of the fair market value of the Common Shares of the
Company determined as described herein, and such option by its terms shall not
be exercisable after the expiration of five (5) years from the date such option
is granted.

14. NONTRANSFERABILITY.

     No option or award granted under the Plan shall be transferable by an
optionee or grantee, otherwise than by will or the laws of descent or
distribution. Except as otherwise provided



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in an option or award agreement, during the lifetime of an optionee or grantee,
the option or award shall be exercisable only by such optionee or grantee. The
Committee shall have the authority to waive the provisions of this Section with
respect to any grant of options under the Plan subject to such terms, conditions
or limitations as they may, in their discretion impose.

15. DILUTION OR OTHER ADJUSTMENTS.

     If there shall be any change in the Common Shares through merger,
consolidation, reorganization, recapitalization, dividend in the form of stock
(of whatever amount), stock split or other change in the corporate structure,
appropriate adjustments in the Plan and outstanding options and awards shall be
made by the Committee. In the event of any such changes, adjustments shall
include, where appropriate, changes in the aggregate number of shares subject to
the Plan, the number of shares and the price per share subject to outstanding
options and awards and the amount payable upon exercise of outstanding awards,
in order to prevent dilution or enlargement of option or award rights.

16. AMENDMENT OR DISCONTINUANCE OF PLAN.

     The Board of Directors may amend or discontinue the Plan at any time.
Subject to the provisions of Section 15 no amendment of the Plan, however, shall
without shareholder approval: (a) increase the number of shares authorized under
the Plan as provided in Section 2 herein, (b) decrease the minimum price
provided in Section 5 herein, (c) extend the maximum term under Section 6, or
(d) modify the eligibility requirements for participation in the Plan. The
Committee, or the Company's Chief Executive Officer as authorized by the
Committee, may grant, each year, options and awards for the number of shares
authorized by Section 2 herein without further amendment to the Plan increasing
the number of shares authorized for distribution. The Board of Directors shall
not alter or impair any option or award theretofore granted under the Plan
without the consent of the holder of the option or award.

17. TIME OF GRANTING.

     Nothing contained in the Plan or in any resolution adopted or to be adopted
by the Board of Directors or by the shareholders of the Company, and no action
taken by the Committee, the Chief Executive Officer or the Board of Directors
(other than the execution and delivery of an option or award agreement), shall
constitute the granting of an option or award hereunder.

18. EFFECTIVE DATE AND TERMINATION OF PLAN.

     (a) The Plan was approved by the Board of Directors on February 15, 1993,
and shall be approved by the shareholders of the Company within twelve (12)
months thereof.

     (b) Unless the Plan shall have been discontinued as provided in Section 16
hereof, the Plan shall terminate on February 14, 2003. No option or award may be
granted after such termination, but termination of the Plan shall not, without
the consent of the optionee or grantee, alter or impair any rights or
obligations under any option or award theretofore granted.

19. OPTION AND AWARD LIMITATIONS UNDER THE PLAN.

     No participant who is an employee of the Company at the time of grant may
be granted an option or award the value of which is based solely on an increase
in the value of the shares after the date of grant of such option or awards for
more than 2,000,000 shares, in the aggregate, in any one calendar year period
beginning with the period commencing on January 1, 1996 and ending December 31,
1996. The foregoing annual limitation specifically includes the grant of any
options or awards representing qualified performance-based compensation within
the meaning of Section 162(m) of the Code.



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