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                                                                     EXHIBIT 4.6

                          REGISTRATION RIGHTS AGREEMENT

                             Dated November 22, 2002

                                      among

                        PACIFICARE HEALTH SYSTEMS, INC.,

                                       and

                        MORGAN STANLEY & CO. INCORPORATED
                              GOLDMAN, SACHS & CO.

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                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of November 22, 2002, among PACIFICARE HEALTH SYSTEMS, INC.,
a Delaware corporation (the "Company") and MORGAN STANLEY & CO. INCORPORATED and
GOLDMAN, SACHS & CO. (the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated November 18, 2002, among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $125,000,000 principal amount of the Company's 3%
Convertible Subordinated Debentures due 2032 (the "Securities"), plus up to an
additional $25,000,000 principal amount available for purchase by the Initial
Purchasers. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to the Initial Purchasers and their
direct and indirect transferees the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing under
the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
         follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Business Day" shall mean each Monday, Tuesday, Wednesday,
         Thursday and Friday that is not a day on which banking institutions in
         The City of New York are authorized or obligated by law or executive
         order to close.

                  "Closing Date" shall mean the Closing Date as defined in the
         Purchase Agreement.

                  "Common Stock" shall mean the Company's common stock, $0.01
         per share.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Conversion Rate" has the meaning assigned to such term in the
         Indenture.

                  "Damages Payment Date" means each interest payment date under
         the Indenture in the case of the Securities, and each April 15 and
         October 15 in the case of the Underlying Common Stock.

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                  "Deferral Notice" has the meaning set forth in Section 3(i)
         hereof.

                  "Deferral Period" has the meaning set forth in Section 3(i)
         hereof.

                  "Effective Time" shall mean the date on which the SEC declares
         the Shelf Registration Statement effective or on which the Shelf
         Registration Statement otherwise becomes effective.

                  "Electing Holder" shall mean any Holder of Registrable
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 2(a) and 2(f)
         hereof.

                  "Holder" shall mean the Initial Purchasers, for so long as
         they own any Registrable Securities, and each of their successors,
         assigns and direct and indirect transferees who become registered
         owners of Registrable Securities under the Indenture.

                  "Indenture" shall mean the Indenture relating to the
         Securities dated as of November 22, 2002 between the Company and State
         Street Bank and Trust Company of California, N.A., as trustee, and as
         the same may be amended from time to time in accordance with the terms
         thereof.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Company or any of its affiliates (as
         such term is defined in Rule 405 under the 1933 Act) (other than the
         Initial Purchasers or subsequent Holders of Registrable Securities if
         such subsequent holders are deemed to be such affiliates solely by
         reason of their holding of such Registrable Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage or amount.

                  "NASD Rules" shall mean the rules of the National Association
         of Securities Dealers, Inc., as amended from time to time.

                  "Notice and Questionnaire" shall mean a written notice
         delivered to the Company or its outside counsel containing
         substantially the information called for by the Selling Securityholder
         Notice and Questionnaire attached as Annex A to the Offering Memorandum
         of the Company dated November 18, 2002 relating to the Securities.

                  "Person" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization,
         or a government or agency or political subdivision thereof.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with

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         respect to the terms of the offering of any portion of the Registrable
         Securities covered by a Shelf Registration Statement, and by all other
         amendments and supplements to such prospectus, and in each case
         including all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble.

                  "Record Holder" shall mean (i) with respect to any Damages
         Payment Date relating to any Securities as to which any Liquidated
         Damages Amount has accrued, the holder of record of such Security on
         the record date with respect to the interest payment date under the
         Indenture on which Damages Payment Date shall occur and (ii) with
         respect to any Damages Payment Date relating to the Underlying Common
         Stock as to which any Liquidated Damages Amount has accrued, the
         registered holder of such Underlying Common Stock fifteen (15) days
         prior to such Damages Payment Date.

                  "Registrable Securities" shall mean all or any portion of the
         Securities issued from time to time under the Indenture and the shares
         of Common Stock issuable upon conversion of such Securities; provided,
         however, that a security ceases to be a Registrable Security when it is
         no longer a Restricted Security.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws (including reasonable
         fees and disbursements of counsel for any underwriters or Holders in
         connection with blue sky qualification of any of the Registrable
         Securities), (iii) all expenses of any Persons in preparing or
         assisting in preparing, word processing, printing and distributing any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements, securities sales agreements and
         other documents relating to the performance of and compliance with this
         Agreement, (iv) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (v)
         the fees and disbursements of the Trustee and its counsel, (vi) the
         fees and disbursements of counsel for the Company and the reasonable
         fees and disbursements of one counsel for the Holders and (vii) the
         fees and disbursements of the independent public accountants of the
         Company, including the expenses of any special audits or "cold comfort"
         letters required by or incident to such performance and compliance, but
         excluding fees and expenses of counsel to the underwriters (other than
         fees and expenses set forth in clause (ii) above) or the Holders (other
         than fees and expenses set forth in clause (vi) above) and underwriting
         discounts and commissions and transfer taxes, if any, relating to the
         sale or disposition of Registrable Securities by a Holder.

                  "Restricted Security" shall mean any Security or share of
         Common Stock issuable upon conversion thereof except any such Security
         or share of Common Stock that (i) has been registered pursuant to an
         effective registration statement under the 1933 Act and sold in a
         manner contemplated by the Shelf Registration Statement, (ii) has been
         transferred in compliance with Rule 144 under the 1933 Act (or any
         successor provision thereto) or is transferable pursuant to paragraph
         (k) of such Rule 144 (or any successor

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          provision thereto) or (iii) has otherwise been transferred and a new
          Security or share of Common Stock not subject to transfer restrictions
          under the 1933 Act has been delivered by or on behalf of the Company
          in accordance with Section 2.6 of the Indenture.

                  "Rules and Regulations" shall mean the published rules and
         regulations of the SEC promulgated under the 1933 Act or 1934 Act, as
         in effect at any relevant time.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(a) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2 of this Agreement providing for the registration of, and the
         sale on a continuous or delayed basis by the holders of, all of the
         Registrable Securities pursuant to Rule 415 under the 1933 Act, or any
         similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein. As the context may require, "Shelf Registration Statement"
         shall include any Subsequent Shelf Registration Statement.

                  "Subsequent Shelf Registration Statement" shall have the
         meaning set forth in Section 2(b) hereof.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "Underlying Common Stock" shall mean the Common Stock into
         which the Securities are convertible or issued upon any such
         conversion.

                  "Underwriter" shall mean the investment banker or investment
         bankers or manager or managers that shall administer an Underwritten
         Offering, if any, conducted pursuant to this Agreement.

                  "Underwritten Registration" or "Underwritten Offering" shall
         mean a registration in which Registrable Securities are sold to an
         Underwriter for reoffering to the public.

                  2.       Shelf Registration.

                  (a)      The Company shall, on or prior to 90 calendar days
after the Closing Date (the "Filing Deadline Date"), file with the SEC a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities and, thereafter, shall use its reasonable best efforts to
have such Shelf Registration Statement declared effective by the SEC on or prior
to 180 calendar days after the Closing Date (the "Effectiveness Deadline Date").
The Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period
referred to in Rule 144(k) with respect to the Registrable Securities or such
shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf

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Registration Statement (such period being referred to herein as the
"Effectiveness Period"). At the time the Shelf Registration Statement is
initially declared effective, each Holder that became a Electing Holder on or
prior to the date ten (10) Business Days prior to such time of effectiveness
shall be named as a selling securityholder in the Shelf Registration Statement
and the related Prospectus in such a manner as to comply with Item 507 of
Regulation S-K and any other disclosure laws or regulations applicable to
selling securityholders under the 1933 Act. None of the Company's security
holders (other than the Holders of Registrable Securities) shall have the right
to include any of the Company's securities in the Shelf Registration Statement.

                  (b)      If (i) the Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than because all Registrable
Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Registrable Securities) or (ii) sales of some
or all of a Holder's Registrable Securities may not be made pursuant to the
Shelf Registration Statement or any Subsequent Shelf Registration Statement for
any other reason during the Effectiveness Period (other than on Business Days on
which financial markets are generally closed, because of a Deferral Period or
because of such Holder's failure to comply with the terms of this Agreement),
the Company shall use its reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof or to permit such
sales, including by (A) amending, within thirty (30) days of such cessation of
effectiveness, the Shelf Registration Statement in a manner reasonably expected
to obtain the withdrawal of the order suspending the effectiveness thereof or to
permit such sales, or (B) by filing an additional Shelf Registration Statement
pursuant to Rule 415 covering all of the securities that as of the date of such
filing are Registrable Securities (a "Subsequent Shelf Registration Statement").
If a Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or any subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.

                  (c)      Subject to Section 3(i) hereof, the Company further
agrees to, after the Effective Time, supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement
or by the 1933 Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder with respect to information
relating to such Holder, including without limitation any action necessary to
identify such Holder as a selling securityholder in the Shelf Registration
Statement, and to use its reasonable best efforts to cause any such supplement
to be filed or amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable; provided, however,
that nothing in this subparagraph shall relieve such Holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with the terms of this Agreement. The Company agrees to furnish to
the Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

                  (d)      If at any time the Securities are convertible into
securities other than the Common Stock pursuant to the definition of "Common
Stock" in the Indenture, the Company shall, or shall cause any successor under
the Indenture to, cause such securities to be included in

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the Shelf Registration Statement no later than the date on which the Securities
may then be convertible into such securities.

                  (e)      The Company shall pay all Registration Expenses in
connection with the registration pursuant to this Section 2. Each Holder shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities.

                  (f)      Each Holder of Registrable Securities agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(f) and Section 3(i). Each Holder of Registrable Securities
wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a completed and signed Notice
and Questionnaire to the Company at least three (3) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration
Statement. From and after the Effective Time, the Company shall, as promptly as
practicable after the date a Notice and Questionnaire is delivered, and in any
event on or prior to the later of (x) 15 Business Days after such date or (y) 15
Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is delivered or put into effect within ten (10)
Business Days of such delivery date, (i) if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement or a
Subsequent Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire is
named as a selling securityholder in the Shelf Registration Statement (or such
Subsequent Shelf Registration Statement) and the related Prospectus in such a
manner as to comply with Item 507 of Regulation S-K and any other disclosure
laws or regulations applicable to selling securityholders under the 1933 Act
and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement or a Subsequent Shelf Registration Statement, use its
reasonable best efforts to cause such post-effective amendment (or such
Subsequent Shelf Registration Statement) to be declared effective under the 1933
Act as promptly as is practicable, but in any event by the date (the "Amendment
Effectiveness Deadline Date") that is forty-five (45) days after the date such
post-effective amendment (or such Subsequent Shelf Registration Statement) is
required by this clause to be filed; (ii) provide such Holder copies of any
documents filed pursuant to Section 2(f)(i) upon written request; and (iii)
notify such Holder as promptly as practicable after the effectiveness under the
1933 Act of any post-effective amendment or a Subsequent Shelf Registration
Statement filed pursuant to Section 2(f)(i); provided, that if such Notice and
Questionnaire is delivered during a Deferral Period or a Deferral Period is put
into effect within ten (10) Business Days after such delivery date, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall
take the actions set forth in clauses (i), (ii) and (iii) above within fifteen
(15) Business Days of the expiration of the Deferral Period in accordance with
Section 3(i). Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that is not an Electing
Holder as a selling securityholder in any Registration Statement or related
Prospectus and (ii) the Amendment Effectiveness Deadline shall be extended by up
to ten (10) Business Days from the expiration of a Deferral Period (and the
Company shall incur no obligation to pay Liquidated Damages during such
extension) if such Deferral Period shall be in effect on the Amendment
Effectiveness Deadline Date.

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                  (g)      The parties hereto agree that the Holders of
Registrable Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the Shelf
Registration Statement has not been filed on or prior to the Filing Deadline
Date, (ii) the Shelf Registration Statement has not been declared effective
under the 1933 Act on or prior to the Effectiveness Deadline Date, (iii) the
Company has failed to perform any of its obligations set forth in Section 2(f)
within the time periods required therein, (iv) the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted in respect
of such period pursuant to Section 3(i) hereof or (v) the number of Deferral
Periods in any period exceeds the number permitted in respect of such period
pursuant to Section 3(i) hereof (each of the events of a type described in any
of the foregoing clauses (i) through (v) is individually referred to herein as
an "Event," and the "Event Date" for purposes hereof shall be the Filing
Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the
case of clause (ii), the date by which the Company is required to perform its
obligations set forth in Section 2(f) in the case of clause (iii) (including the
filing of any post-effective amendment or Subsequent Shelf Registration
Statement prior to the Amendment Effectiveness Deadline Date), the date on which
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted by Section 3(i) hereof in the case of clause (iv), and the date
of the commencement of a Deferral Period that causes the limit on the number of
Deferral Periods in any period under Section 3(i) hereof to be exceeded in the
case of clause (v). Events shall be deemed to continue until the "Event
Termination Date," which shall be the following dates with respect to the
respective types of Events: the date the Shelf Registration Statement is filed
in the case of an Event of the type described in clause (i), the date the Shelf
Registration Statement is declared effective under the 1933 Act in the case of
an Event of the type described in clause (ii), the date the Company performs its
obligations set forth in Section 2(f) in the case of an Event of the type
described in clause (iii) (including, without limitation, the date the relevant
post-effective amendment to the Shelf Registration Statement or a Subsequent
Shelf Registration Statement is declared effective under the 1933 Act),
termination of the Deferral Period that caused the limit on the aggregate
duration of Deferral Periods in a period set forth in Section 3(i) to be
exceeded in the case of the commencement of an Event of the type described in
clause (iv), and termination of the Deferral Period the commencement of which
caused the number of Deferral Periods in a period permitted by Section 3(i) to
be exceeded in the case of an Event of the type described in clause (v).

                  Accordingly, commencing on (and including) any Event Date and
ending on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a "Damages Accrual Period"), the Company agrees to
pay, as liquidated damages and not as a penalty, an amount (the "Liquidated
Damages Amount"), payable on the Damages Payment Dates to Record Holders of
Securities that are Registrable Securities and of shares of Underlying Common
Stock issued upon conversion of Securities that are Registrable Securities, as
the case may be, accruing, for each portion of such Damages Accrual Period
beginning on and including a Damages Payment Date (or, in respect of the first
time that the Liquidated Damages Amount is to be paid to Holders on a Damages
Payment Date as a result of the occurrence of any particular Event, from the
Event Date) and ending on but excluding the first to occur of (A) the date of
the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a
rate per annum equal to one-half of one percent (0.5%) of the aggregate
principal amount of such Securities or, in the case of Securities that have been
converted into or exchanged for Underlying Common Stock, at a rate per annum of
one-half of one percent (0.5%) of an amount equal to the number of

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shares of Underlying Common Stock multiplied by the quotient of $1,000 divided
by the Conversion Rate during such periods, as the case may be, in each case
determined as of the Business Day immediately preceding the next Damages Payment
Date; provided, that in the case of a Damages Accrual Period that is in effect
solely as a result of an Event of the type described in clause (iii) of the
immediately preceding paragraph, such Liquidated Damages Amount shall be paid
only to the Holders that have delivered Notice and Questionnaires that caused
the Company to incur the obligations set forth in Section 2(f) the
non-performance of which is the basis of such Event, provided further, that any
Liquidated Damages Amount accrued with respect to any Security or portion
thereof called for redemption on a redemption date or converted into Underlying
Common Stock on a conversion date prior to the Damages Payment Date, shall, in
any such event, be paid instead to the Holder who submitted such Security or
portion thereof for redemption or conversion on the applicable redemption date
or conversion date, as the case may be, on such date (or promptly following the
conversion date, in the case of conversion). Notwithstanding the foregoing, no
Liquidated Damages Amounts shall accrue as to any Registrable Security from and
after the earlier of (x) the date such security is no longer a Registrable
Security and (y) expiration of the Effectiveness Period. The rate of accrual of
the Liquidated Damages Amount with respect to any period shall not exceed the
rate provided for in this paragraph notwithstanding the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the
Company of Liquidated Damages Amounts to the Holders of Registrable Securities
pursuant to this Section, the accrual of Liquidated Damages Amounts will cease
(without in any way limiting the effect of any subsequent Event requiring the
payment of any Liquidated Damages Amount by the Company).

                  The Trustee shall be entitled, on behalf of Holders of
Securities or Underlying Common Stock, to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Liquidated
Damages Amount. Notwithstanding the foregoing, the parties agree that the sole
damages payable for a violation of the terms of this Agreement with respect to
which liquidated damages are expressly provided shall be such liquidated
damages. Nothing shall preclude an Electing Holder or Holder of Registrable
Securities from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement.

                  All of the Company's obligations set forth in this Section
2(g) that are outstanding with respect to any Registrable Security at the time
such security ceases to be a Registrable Security shall survive until such time
as all such obligations with respect to such security have been satisfied in
full.

                  The parties hereto agree that the liquidated damages provided
for in this Section 2(g) constitute a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration Statement or Subsequent Shelf Registration Statement to
be filed or declared effective or available for effecting resales of Registrable
Securities in accordance with the provisions hereof.

                  3.       Registration Procedures.

                  (a)      In connection with the obligations of the Company
with respect to the Shelf Registration Statement pursuant to Section 2 hereof,
the following provisions shall apply:

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                  (i)      The Company shall prepare and file with the SEC a
         Registration Statement or Registration Statements on any appropriate
         form under the 1933 Act available for the sale of the Registrable
         Securities by the Holders thereof in accordance with the intended
         method or methods of distribution thereof, and use its reasonable best
         efforts to cause each such Registration Statement to become effective
         and remain effective as provided herein; provided, that before filing
         any Registration Statement or Prospectus or any amendments or
         supplements thereto with the SEC (other than amendments or supplements
         prepared by the Company in performance of its obligations under Section
         2(f)), the Company shall furnish to the Initial Purchasers and counsel
         to the Majority Holders of such offering, if any, copies of all such
         documents proposed to be filed and use its reasonable best efforts to
         reflect in each such document when so filed with the SEC such comments
         as counsel to the Majority Holders reasonably shall propose within five
         (5) Business Days of the delivery of such copies to the Initial
         Purchasers and such counsel. The provisions of this Section shall not
         apply to filings by the Company under the 1934 Act that are
         incorporated by reference in such Registration Statement or Prospectus.

                  (ii)     After the Effective Time, the Company shall, upon the
         request of any Holder of Registrable Securities that is not then an
         Electing Holder, promptly send a Notice and Questionnaire to such
         Holder. The Company shall not be required to take any action to name
         such Holder as a selling securityholder in the Shelf Registration
         Statement or to enable such Holder to use the Prospectus for resales of
         Registrable Securities until such Holder has returned a completed and
         signed Notice and Questionnaire to the Company.

                  (b)      From the date hereof until the end of the Effective
Period, the Company shall (subject to paragraph (i) below) promptly take such
action as may be necessary so that (i) each of the Shelf Registration Statement
and any amendment thereto and the Prospectus and any amendment or supplement
thereto (and each report or other document incorporated by reference therein in
each case) complies in all material respects with the 1933 Act and the 1934 Act
and the respective rules and regulations thereunder, (ii) each of the Shelf
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading and (iii) each of the Prospectus and any amendment or supplement to
the Prospectus does not at any time during the Effectiveness Period include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

                  (c)      Prior to any offering of Registrable Securities
pursuant to the Shelf Registration Statement, the Company shall use its
reasonable best efforts to (i) register or qualify the Registrable Securities
under all applicable state securities or "blue sky" laws of such jurisdictions
as any Holder of Registrable Securities covered by a Registration Statement
shall reasonably request in writing by the time the applicable Registration
Statement is declared effective by the SEC, (ii) cooperate with the Electing
Holders and a single counsel for the Electing Holders in connection with any
filings required to be made with the National Association of Securities Dealers,
Inc. and (iii) do any and all other acts and things which may

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be reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such jurisdiction of such Registrable Securities owned by
such Holder in the manner set forth in the related Registration Statement and
Prospectus; provided, however, that the Company shall not be required to (A)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (B) file any general consent to service of process or (C) subject
itself to taxation in any such jurisdiction if it is not so subject.

                  (d)      The Company shall promptly notify each Electing
Holder, counsel for the Majority Holders and counsel for the Initial Purchasers
promptly and, if requested by any such Holder or counsel, confirm such advice in
writing (i) when a Shelf Registration Statement has become effective and when
any post-effective amendment thereto has been filed and becomes effective, (ii)
of any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in all
material respects or if the Company receives any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation of any proceeding for such purpose, (v) of
the happening of any event during the period a Shelf Registration Statement is
effective which makes, results in or causes such Registration Statement or the
related Prospectus to include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements, in light of the
circumstances under which they were made, not misleading and (vi) of any
determination by the Company that a post-effective amendment to a Registration
Statement would be appropriate, which notice may state that it constitutes a
Deferral Notice, in which event the provisions of 3(i) shall apply.

                  (e)      The Company shall make every reasonable effort to
prevent the issuance, and if issued to obtain the withdrawal, of any order
suspending the effectiveness of a Registration Statement as promptly as
practicable and provide prompt notice to each Holder of the withdrawal of any
such order.

                  (f)      The Company shall furnish to each Electing Holder,
without charge, at least one conformed copy of each Registration Statement and
any post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested).

                  (g)      The Company shall furnish to each Electing Holder, to
counsel for the Initial Purchasers, to counsel for the Majority Holders, if any,
and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other
documents as such Holder or Underwriter may reasonably request, in order to
facilitate the public sale or other disposition of the Registrable Securities;
and subject to Section

                                      10

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<PAGE>
3(i) hereof, the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by
and in the manner described in such Prospectus or any amendment or supplement
thereto in accordance with applicable law.

                  (h)      The Company shall cooperate with the Electing Holders
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be in such denominations (consistent with
the provisions of the Indenture) and registered in such names as Electing
Holders may reasonably request at least one business day prior to the closing
of any sale of Registrable Securities.

                  (i)      Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of a Shelf Registration Statement or the initiation
of proceedings with respect to a Shelf Registration Statement under Section 8(d)
or 8(e) of the 1933 Act, (B) the occurrence of any event or the existence of any
fact (a "Material Event") as a result of which any Registration Statement shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the reasonable discretion of the
Company, makes it appropriate to suspend the availability of a Shelf
Registration Statement and the related Prospectus for a discrete period of time,
(i) in the case of clause (B) above, subject to the second succeeding sentence,
as promptly as practicable prepare and file, if necessary pursuant to applicable
law, a post-effective amendment to such Registration Statement or a supplement
to the related Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by reference into
such Registration Statement and Prospectus so that such Registration Statement
does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the second succeeding sentence, use its reasonable best efforts to
cause it to be declared effective as promptly as is practicable, and (ii) give
notice to the Electing Holders, counsel to the Majority Holders and the
Underwriters, if any, that the availability of such Registration Statement is
suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each
Electing Holder agrees not to sell any Registrable Securities pursuant to such
Registration Statement until such Electing Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Company that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. Subject to the next
sentence, the Company will use its reasonable best efforts to ensure that the
use of the Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, (y) in the case of

                                      11

Registration Rights Agreement

<PAGE>
clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the
interests of the Company and (z) in the case of clause (C) above, as soon as in
the reasonable discretion of the Company, such suspension is no longer
appropriate. The Company shall be entitled to exercise its right under this
Section 3(i) to suspend the availability of the Shelf Registration Statement or
any Prospectus, without incurring or accruing any obligation to pay liquidated
damages pursuant to Section 2(g), no more than one (1) time in any three month
period or three (3) times in any twelve month period, and any such period during
which the availability of the Registration Statement and any Prospectus is
suspended (the "Deferral Period") shall, without incurring any obligation to pay
liquidated damages pursuant to Section 2(g), not exceed 30 days; provided, that
the aggregate duration of any Deferral Periods shall not exceed 30 days in any
three month period (or 60 days in any three month period in the event of a
Material Event pursuant to which the Company has delivered a second notice as
required below) or 90 days in any twelve (12) month period; provided, however,
that in the case of a Material Event relating to an acquisition or a probable
acquisition or financing, recapitalization, disposition, business combination or
other similar transaction, the Company may, without incurring any obligation to
pay liquidated damages pursuant to Section 2(g), deliver to Electing Holders a
second notice to the effect set forth above, which shall have the effect of
extending the Deferral Period by up to an additional 30 days, or such shorter
period of time as is specified in such second notice.

                  (j)      The Company shall obtain a CUSIP number for all
Registrable Securities that are debt securities not later than the Effective
Time.

                  (k)      The Company shall use its reasonable best efforts to
comply with all applicable Rules and Regulations, and to make generally
available to its securityholders as soon as practicable, but in any event not
later than eighteen months after (i) the effective date (as defined in Rule
158(c) under the 1933 Act) of the Shelf Registration Statement and (ii) the
effective date of each post-effective amendment to the Shelf Registration
Statement, while Registrable Securities continue to be registered under the
Shelf Registration Statement or any Subsequent Shelf Registration Statement, an
earnings statement of the Company and its subsidiaries complying with Section
11(a) of the 1933 Act and the Rules and Regulations of the SEC thereunder
(including, at the option of the Company, Rule 158).

                  (l)      The Company shall cause the Indenture to be qualified
under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection
with the registration of the Registrable Securities, as the case may be,
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner.

                  (m)      Upon execution of a confidentiality agreement in a
form customarily used in connection with underwritten public offerings, the
Company shall make available for inspection by a representative of the Majority
Holders, any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the Majority
Holders, at reasonable times and in a reasonable manner, all financial

                                      12

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<PAGE>
and other records, pertinent documents and properties of the Company, and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement in
order to enable such persons to conduct a reasonable investigation within the
meaning of Section 11 of the 1933 Act.

                  (n)      The Company will use its reasonable best efforts to
cause the Common Stock issuable upon conversion of the Securities to be listed
for quotation on the Nasdaq National Market or other stock exchange or trading
system, if any, on which the Common Stock primarily trades on or prior to the
Effective Time.

                  (o)      Upon (i) the filing of any Shelf Registration
Statement and (ii) the effectiveness of any Shelf Registration Statement,
announce the same, in each case by release to Reuters Economic Services and
Bloomberg Business News.

                  (p)      The Company shall enter into such customary
agreements and take all such other actions in connection therewith (including
those reasonably requested by the Majority Holders) in order to expedite or
facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in connection with any Underwritten
Offering, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Majority Holders and such Underwriters and their respective
counsel) addressed to each selling Holder and Underwriter of Registrable
Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (iii) obtain "cold comfort" letters from the independent
certified public accountants of the Company (and, if necessary, any other
certified public accountant of any subsidiary of the Company, or of any business
acquired by the Company for which financial statements and financial data are or
are required to be included in the Registration Statement) addressed to each
selling Holder and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders of
a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the
Company made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement.

                  The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering, subject to the Company's
consent, which consent shall not be unreasonably withheld or delayed.

                                      13

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<PAGE>
                  4.       Holder's Obligations.

                           Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder of Registrable Securities shall be entitled to sell
any of such Registrable Securities pursuant to Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(d)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Electing
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Electing Holder not misleading (including changes to its holdings of
Registrable Securities) and any other information regarding such Electing Holder
and the distribution of such Registrable Securities as the Company may from time
to time reasonably request. Any sale of any Registrable Securities by any Holder
shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth
in the Prospectus delivered by such Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading. Upon
receipt of any Deferral Notice, each Electing Holder agrees not to sell any
Registrable Securities pursuant to such Registration Statement until such
Electing Holder's receipt of copies of the supplemented or amended Prospectus
provided for in Section 3(i), or until it is advised in writing by the Company
that the Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. Each Electing Holder agrees to comply with the provisions of
the 1933 Act relating to prospectus delivery in connection with any offering of
Registrable Securities pursuant to the Shelf Registration Statement.

                  5.       Indemnification and Contribution.

                  (a)      The Company agrees to indemnify and hold harmless
the Initial Purchasers, each Holder and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Initial Purchaser, from and against all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by the Initial Purchasers, any Holder or any such
controlling or affiliated Person in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) pursuant to which Registrable Securities were registered
under the 1933 Act, including all documents incorporated therein by reference,
or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or caused by any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact necessary
to make the statements therein in light of the circumstances under which they
were made not misleading,

                                      14

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<PAGE>
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Initial Purchasers or any Holder furnished to
the Company in writing through Morgan Stanley & Co. Incorporated or any selling
Holder expressly for use therein; provided, however, that the foregoing
indemnity with respect to any preliminary Prospectus shall not inure to the
benefit of any Initial Purchaser or any Holder, or any Person controlling such
Initial Purchaser or Holder or any Person under common control with, or
controlled by, any Initial Purchaser, to the extent it is established that any
such losses, claims, damages or liabilities result from the fact that such
Initial Purchasers or Holder, or Person controlling such Initial Purchaser or
Holder, or Person under common control with, or controlled by, any Initial
Purchaser, sold Registrable Securities to a person to whom there was not sent or
given, by or on behalf of such Initial Purchaser or Holder a copy of the
Prospectus (as then amended or supplemented, if the Company shall have furnished
any amendments or supplements thereto) at or prior to the written confirmation
of the sale of the Registrable Securities to such person, and if such losses,
claims, damages or liabilities result from an untrue statement or alleged untrue
statement or an omission or alleged omission contained in such preliminary
Prospectus that was corrected in the Prospectus (as so amended or supplemented),
unless such failure is the result of noncompliance by the Company with its
obligations to deliver copies of the Prospectus to the Initial Purchasers or
such Holder; nor shall this indemnity inure to the benefit of any Initial
Purchaser or Holder, or any Person controlling such Initial Purchasers or
Holder, or any Person under common control with, or controlled by, such Initial
Purchasers, from whom the person asserting any such losses, claims, damages or
liabilities purchased the Registrable Securities concerned to the extent it is
established that, at the time of such purchase, such Initial Purchaser or Holder
had received written notice from the Company that the use of such Prospectus was
suspended as provided in Section 3(i) hereof. In connection with any
Underwritten Offering permitted by Section 3, the Company will also indemnify
the Underwriters, if any, their officers and directors and each Person who
controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to
the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

                  (b)      Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Initial Purchasers and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

                  (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable

                                      15

Registration Rights Agreement

<PAGE>
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the reasonable fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the reasonable fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Initial Purchasers and all Persons, if any, who control any Initial
Purchaser within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act or any Person under common control with, or controlled by, any
Initial Purchaser, (b) the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for the Company, its directors,
its officers who sign the Registration Statement and each Person, if any, who
controls the Company within the meaning of either such Section and (c) the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all Holders and all Persons, if any, who control any Holders
within the meaning of either such Section, and that all such reasonable fees and
expenses shall be reimbursed as they are incurred. In such case involving the
Initial Purchasers and Persons who control the Initial Purchasers or any Person
under common control with, or controlled by, any Initial Purchaser such firm
shall be designated in writing by Morgan Stanley & Co. Incorporated. In such
case involving the Holders and such Persons who control Holders, such firm shall
be designated in writing by the Majority Holders. In all other cases, such firm
shall be designated by the Company. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                  (d)      If the indemnification provided for in paragraph (a)
or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section

                                      16

Registration Rights Agreement

<PAGE>
5(d) are several in proportion to the respective principal amount of Registrable
Securities of such Holder that were registered pursuant to a Registration
Statement.

                  (e)      The Company and each Holder agree that it would not
be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any Person controlling any Initial
Purchaser or any Holder, or any Person under common control with, or controlled
by, any Initial Purchaser or by or on behalf of the Company, its officers or
directors or any Person controlling the Company and (iii) any sale of
Registrable Securities pursuant to a Shelf Registration Statement.

                  6.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company has not
entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                  (b)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder.

                                      17

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<PAGE>
                  (c)      Counsel for the Majority Holders. Any reference
herein to counsel for the Majority Holders or the Initial Purchasers shall be to
Latham & Watkins unless and until the Majority Holders or Initial Purchasers
name other counsel.

                  (d)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(d), which address initially is, with respect to the
Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if
to the Company, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(d).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.

                  (f)      Purchases and Sales of Securities. The Company shall
not, and shall use its best efforts to cause its affiliates (as defined in Rule
405 under the 1933 Act) not to, purchase and then resell or otherwise transfer
any Securities.

                  (g)      Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

                                      18

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<PAGE>
                  (h)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (i)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (j)      Governing Law. This Agreement shall be governed by
the laws of the State of New York.

                  (k)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                            [Signature page follows]

                                      19
Registration Rights Agreement

<PAGE>
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                          PACIFICARE HEALTH SYSTEMS, INC.

                                          By    /s/ Gregory W. Scott
                                             -----------------------------------
                                             Name:  Gregory W. Scott
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

                                      S - 1

Registration Rights Agreement

<PAGE>
Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.

By: MORGAN STANLEY & CO. INCORPORATED

         By /s/ Bryan Andrzejewski
            -------------------------
         Name:  Bryan Andrzejewski
         Title: Executive Director

                                     S - 2

Registration Rights Agreement