1 Exhibit 99.2 CREDIT AGREEMENT Dated as of August 20, 2001Credit Agreement • August 28th, 2001 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
PacifiCare Health Systems, Inc., Issuer;Indenture • July 1st, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
BY AND AMONGPurchase Agreement • February 11th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Texas
RECITALSSupplemental Indenture • March 5th, 2004 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Exhibit 1.1 PacifiCare Health Systems, Inc. 3,800,000 Shares of Common Stock ($0.01 par value per share) Underwriting Agreement ----------------------Underwriting Agreement • November 13th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
EXHIBIT 10.33 CREDIT AGREEMENTSecurity Agreement • August 8th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
ARTICLE I TERMINATION OF PRIOR EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
ARTICLE 1 AMENDMENTRights Agreement • July 12th, 2005 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Delaware
AS WARRANT AGENT FORM OF DEPOSITARY SHARES WARRANT AGREEMENT DATED AS OF __________________________ TABLE OF CONTENTSPacificare Health Systems Inc /De/ • August 12th, 2003 • Hospital & medical service plans
EXHIBIT 4.12 PACIFICARE HEALTH SYSTEMS, INC. ISSUER AND U.S. BANK NATIONAL ASSOCIATION TRUSTEE INDENTUREPacificare Health Systems Inc /De/ • August 12th, 2003 • Hospital & medical service plans • New York
PREAMBLEPurchase Agreement • February 11th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Texas
1 EXHIBIT 1.1 PACIFICARE HEALTH SYSTEMS, INC. (a Delaware corporation) % Senior Notes due UNDERWRITING AGREEMENTPacificare Health Systems Inc /De/ • May 20th, 1998 • Hospital & medical service plans • Delaware
PREAMBLEConsulting Agreement • May 3rd, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
PACIFICARE HEALTH SYSTEMS, INC. ISSUER AND U.S. BANK NATIONAL ASSOCIATION TRUSTEE INDENTUREPacificare Health Systems Inc /De/ • August 12th, 2003 • Hospital & medical service plans • New York
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT Dated November 22, 2002Registration Rights Agreement • January 31st, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
EXHIBIT 99.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 4, 2001 BY AND BETWEEN PACIFICARE HEALTH SYSTEMS, INC.Common Stock Purchase Agreement • December 10th, 2001 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN PACIFICARE HEALTH PLAN ADMINISTRATORS, INC., AS SELLER,Stock Purchase Agreement • October 7th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Utah
RECITALSCredit Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
RECITALS:Separation Agreement • May 13th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
ARTICLE I DEFINITIONSStock Option Agreement • May 7th, 2004 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
PREAMBLEConsulting Agreement • March 19th, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
1 EXHIBIT 10.5 FIRST AMENDMENT TO SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to Senior Executive Employment Agreement, dated as of July 17, 2000 (the "Amendment"), hereby amends the Senior Executive Employment Agreement, dated as of...Employment Agreement • August 10th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT Dated May 21, 2002Registration Rights Agreement • July 1st, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
EXHIBIT 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET...Pacificare Health Systems Inc /De/ • July 1st, 2002 • Hospital & medical service plans
PACIFICARE HEALTH SYSTEMS, INC. Issuer CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION Trustee INDENTUREIndenture • May 20th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
RECITALSEmployment Agreement • February 26th, 1999 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
RECITALS WHEREAS, the Company desires to employ Executive in the capacity of Regional Vice President of the West and President and Chief Executive Officer of PacifiCare of California.Employment Agreement • March 19th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ____________________ TABLE OF CONTENTSPacificare Health Systems Inc /De/ • August 12th, 2003 • Hospital & medical service plans
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
RECITALSEmployment Agreement • November 6th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
EXHIBIT 4.01 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of February 14, 1997, by and among FHP International Corporation, a Delaware corporation (the "Company") having its principal office at 9900 Talbert Avenue, Fountain...Supplemental Indenture • May 15th, 1997 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
ARTICLE I DEFINITIONSPacificare Health Systems Inc /De/ • May 7th, 2004 • Hospital & medical service plans • California
RECITALEmployment Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
EXHIBIT 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET...Pacificare Health Systems Inc /De/ • July 1st, 2002 • Hospital & medical service plans
