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
Contract Type FiledAugust 28th, 2001 Company Industry Jurisdiction
PREAMBLEConsulting Agreement • May 3rd, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMay 3rd, 2002 Company Industry Jurisdiction
BY AND AMONGPurchase Agreement • February 11th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Texas
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RECITALSSupplemental Indenture • March 5th, 2004 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Contract Type FiledMarch 5th, 2004 Company Industry Jurisdiction
1 EXHIBIT 1.1 PACIFICARE HEALTH SYSTEMS, INC. (a Delaware corporation) % Senior Notes due UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Delaware
Contract Type FiledMay 20th, 1998 Company Industry Jurisdiction
PREAMBLEPurchase Agreement • February 11th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Texas
Contract Type FiledFebruary 11th, 2000 Company Industry Jurisdiction
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 3rd, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Contract Type FiledMay 3rd, 2002 Company Industry Jurisdiction
RECITALSServices Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
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ARTICLE 1 AMENDMENTRights Agreement • July 12th, 2005 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Delaware
Contract Type FiledJuly 12th, 2005 Company Industry Jurisdiction
AGREEMENTSettlement Agreement • August 8th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Texas
Contract Type FiledAugust 8th, 2003 Company Industry Jurisdiction
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • Delaware
Contract Type FiledMay 13th, 2003 Company Industry Jurisdiction
RECITALS:Separation Agreement • May 13th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMay 13th, 1998 Company Industry Jurisdiction
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
Contract Type FiledJuly 1st, 2002 Company Industry Jurisdiction
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
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RECITALSCredit Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction
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
Contract Type FiledDecember 10th, 2001 Company Industry Jurisdiction
EXHIBIT 4.12 PACIFICARE HEALTH SYSTEMS, INC. ISSUER AND U.S. BANK NATIONAL ASSOCIATION TRUSTEE INDENTUREIndenture • August 12th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Contract Type FiledAugust 12th, 2003 Company Industry Jurisdiction
ARTICLE I DEFINITIONSStock Option Agreement • May 7th, 2004 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMay 7th, 2004 Company Industry Jurisdiction
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction
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
Contract Type FiledOctober 7th, 1998 Company Industry Jurisdiction
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
Contract Type FiledMay 15th, 1997 Company Industry Jurisdiction
AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF____________________ TABLE OF CONTENTSWarrant Agreement • August 12th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans
Contract Type FiledAugust 12th, 2003 Company Industry
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
Contract Type FiledJanuary 31st, 2003 Company Industry Jurisdiction
Exhibit 10.35 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into this 21st day of March 2003, by and among the State of Texas ("Texas"), the Office of the Attorney General ("OAG"), the Texas Department of Insurance...Memorandum of Understanding • May 13th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans
Contract Type FiledMay 13th, 2003 Company Industry
RECITALSEmployment Agreement • February 26th, 1999 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledFebruary 26th, 1999 Company Industry Jurisdiction
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • May 7th, 2004 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMay 7th, 2004 Company Industry Jurisdiction
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
Contract Type FiledMarch 19th, 1998 Company Industry Jurisdiction
LETTER AMENDMENTCredit Agreement • March 19th, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Contract Type FiledMarch 19th, 2002 Company Industry Jurisdiction
RECITALSEmployment Agreement • November 6th, 1998 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledNovember 6th, 1998 Company Industry Jurisdiction
RECITALEmployment Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction
PacifiCare Health Systems, Inc., Issuer;Indenture • July 1st, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Contract Type FiledJuly 1st, 2002 Company Industry Jurisdiction
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...Note Purchase Agreement • July 1st, 2002 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans
Contract Type FiledJuly 1st, 2002 Company Industry
EXHIBIT 10.33 CREDIT AGREEMENTCredit Agreement • August 8th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • New York
Contract Type FiledAugust 8th, 2003 Company Industry Jurisdiction
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF______________________ TABLE OF CONTENTSWarrant Agreement • August 12th, 2003 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans
Contract Type FiledAugust 12th, 2003 Company Industry
ARTICLE I TERMINATION OF PRIOR EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2000 • Pacificare Health Systems Inc /De/ • Hospital & medical service plans • California
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction