PACIFICARE HEALTH SYSTEMS INC.



                        ---------------------------------







                                 AMENDMENT NO. 1



                                   dated as of



                                November 13, 2003



                                       to



                                CREDIT AGREEMENT



                                   dated as of



                                  June 3, 2003



                        ---------------------------------





                              JPMORGAN CHASE BANK,

                             as Administrative Agent









================================================================================







{PAGE}





                                 AMENDMENT NO. 1



         AMENDMENT NO. 1 dated as of November 13, 2003 to the Credit Agreement

referred to below, between: PACIFICARE HEALTH SYSTEMS INC. (the "Borrower"); the

Subsidiary Guarantors party to the Credit Agreement; and JPMORGAN CHASE BANK, as

Administrative Agent thereunder.



         The Borrower, the Subsidiary Guarantors, the Lenders, the

Administrative Agent and the Collateral Agent are parties to a Credit Agreement

dated as of June 3, 2003 (as amended and in effect from time to time, the

"Credit Agreement"), providing, subject to the terms and conditions thereof, for

extensions of credit to be made by the Lenders to the Borrower.



         The Borrower has requested certain amendments to the Credit Agreement

and, accordingly, the parties hereto hereby agree as follows:



         Section 1. Definitions. Except as otherwise defined in this Amendment

No. 1, terms defined in the Credit Agreement are used herein as defined therein.



         Section 2. Amendments. Subject to the satisfaction of the conditions

precedent specified in Section 4 hereof, but effective as of the date hereof,

the Credit Agreement shall be amended as follows:



         2.01. General References. References in the Credit Agreement (including

references to the Credit Agreement as amended hereby) to "this Agreement" (and

indirect references such as "hereunder", "hereby", "herein" and "hereof") shall

be deemed to be references to the Credit Agreement as amended hereby.



         2.02. Mandatory Prepayments. Section 2.09(b)(i) of the Credit Agreement

shall be amended by: (a) inserting in clause (x) thereof, immediately following

the words "this paragraph (i) applies", the following words: "or to the extent

to which the last sentence of this paragraph (i) applies"; and (b) inserting a

new sentence at the end said Section 2.09(b)(i) to read as follows:



         "Notwithstanding anything herein to the contrary, the Borrower shall

         not be required to make any prepayment under this paragraph (i) from

         any Equity Issuance by the Borrower after the Effective Date, provided

         that (I) immediately prior to the consummation of such Equity Issuance,

         the Consolidated Leverage Ratio is less than or equal to 2.00 to 1,

         (II) at the time of such Equity Issuance, no Default shall have

         occurred and be continuing (III) the Net Available Proceeds of such

         Equity Issuance shall be applied, within a period of 80 days after

         receipt thereof, to the prepayment, repurchase or redemption of the

         Term Loans (or, after the payment in full of the Term Loans, the

         Revolving Credit Loans) and/or other senior Indebtedness of the

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