<PAGE> 1
EXHIBIT 4.4
FIRST AMENDMENT TO
AMENDED AND RESTATED
1996 NON-OFFICER DIRECTORS
STOCK OPTION PLAN
This First Amendment, dated as of June 30, 2000 (the "Amendment"), to
the Amended and Restated 1996 Non-Officer Directors Stock Option Plan (the
"Directors Plan") of PacifiCare Health Systems, Inc. hereby amends the Plan as
follows:
1. AMENDMENT TO SECTION 2. Section 2 is hereby deleted and replaced in
its entirety by the following:
2. AMOUNT AND SOURCE OF STOCK.
"The shares of stock subject to options shall be shares of the
Company's Common Stock, par value $0.01 per share (the "Common Stock").
The total number of shares of Common Stock which may be the subject of
options granted pursuant to this Plan shall be limited so that the total
number of shares of Common Stock issued upon the exercise of options
granted under this Plan shall not exceed 413,400, subject to adjustment
as provided in Section 10 of this Plan. In the event that any option
granted hereunder expires or is terminated or canceled prior to its
exercise in full for any reason, the shares subject to such option shall
be added to the shares of Common Stock otherwise available for issuance
pursuant to the exercise of options under this Plan."
2. LIMITATION OF AMENDMENTS. Except as expressly provided herein, no
terms or provision of any agreement or instrument are modified or changed by
this Amendment and the terms and provisions of the Plan, as amended by this
Amendment, shall continue in full force and effect.
3. GOVERNING LAW. This Amendment shall be construed, interpreted and
enforced in accordance with, and governed by California law.
4. CAPITALIZED TERMS. Capitalized terms not defined herein shall have
the meanings ascribed to them in the Plan.
5. WAIVERS AND AMENDMENTS. Neither this Amendment nor any term hereof
may be changed, waived, discharged or terminated orally, or by any action or
inaction, but only by an instrument in writing.
6. SECTION HEADINGS. The titles of the sections hereof appear as a
matter of convenience only, do not constitute a part of this Amendment and shall
not affect the construction hereof.
