Third Supplemental Indenture



 EXHIBIT 4.08 
  
 THIRD SUPPLEMENTAL INDENTURE 
  

This Third Supplemental Indenture (this “Third Supplemental Indenture”) dated as of January 14, 2004, by and between PacifiCare
Health Systems, Inc., a Delaware corporation (the “Company”); PacifiCare Health Plan Administrators, Inc., an Indiana corporation, PacifiCare eHoldings, Inc., a California corporation, MEDeMORPHUS Healthcare Solutions, Inc.
(formerly known as RxConnect, Inc.), a California corporation, SeniorCo, Inc., a Delaware corporation, Rx Solutions, Inc., a California corporation, PacifiCare Behavioral Health, Inc., a Delaware corporation, Secure Horizons USA, Inc., a California
corporation, PacifiCare of Arizona, Inc., an Arizona corporation, and PacifiCare Oklahoma, Inc., an Oklahoma corporation (collectively, the “Existing Subsidiary Guarantors”); and PacifiCare Southwest Operations, Inc., a
Delaware corporation (the “Additional Subsidiary Guarantor”); and U.S. Bank National Association, a national banking association, as successor to State Street Bank and Trust Company of California, N.A., as trustee under the
Indenture referred to below (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture referred to below. 
  
 RECITALS 
  
 WHEREAS, the Company and the Subsidiary Guarantors executed and delivered to the Trustee an Indenture,
dated as of May 21, 2002, as supplemented by the First Supplemental Indenture dated as of September 15, 2003 and as supplemented by the Second Supplemental Indenture dated as of November 19, 2003 (the “Indenture”) providing
for the issuance of an aggregate principal amount of $500,000,000 of 10 3/4% Senior Notes due 2009 (the “Notes”); 
  
 WHEREAS, Section 4.07 of the Indenture provides that the Company will cause each Restricted Subsidiary (other than the PHPA
Subsidiary Guarantors) that would be permitted to guarantee payment of the Notes without obtaining the approval of governmental or regulatory agencies or authorities or incurring regulatory restrictions on the operations of such subsidiary to
execute and deliver a supplemental indenture to the Indenture providing for an unsubordinated Guarantee of payment of the Notes by each such Restricted Subsidiary; 
  
 WHEREAS, the Additional Subsidiary Guarantor is a Restricted Subsidiary of the Company under Section
4.07 of the Indenture; 
  
 WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee, the Company, the Existing Subsidiary Guarantors and the Additional Subsidiary Guarantor are authorized, without notice to or the consent of any Holder, to execute and deliver this Third Supplemental
Indenture to cause the Additional Subsidiary Guarantor to Guarantee the Notes to comply with Section 4.07 of the Indenture; and 
  
 WHEREAS, the Company, the Trustee, the Existing Subsidiary Guarantors and the Additional Subsidiary Guarantor desire to enter into
this Third Supplemental Indenture to provide for such Note Guarantees as contemplated by Section 4.07 of the Indenture. 
  
 AGREEMENT 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Existing 







 Subsidiary Guarantors, the Additional Subsidiary Guarantor and the Trustee mutually covenant and agree as follows:

  
 1. Creation of Note Guarantee. The Additional
Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to Guarantee the Notes and the performance of the Company’s obligations under the Notes and the Indenture in accordance with the terms and
provisions of Article Ten of the Indenture. The Additional Subsidiary Guarantor shall be bound by, and entitled to the benefits of, all other applicable terms and provisions of the Indenture as a Subsidiary Guarantor, including the provisions
relating to the release of the Note Guarantees in certain circumstances. 
  
 2. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

  
 3. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
  
 4.
Trustee Makes No Representation. The Trustee makes no representation as to the validity or adequacy of this Third Supplemental Indenture. 
  
 5. Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. 
  
 6. Effect of
Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 







 IN WITNESS WHEREOF, the parties hereto
have caused this Third Supplemental Indenture to be duly executed 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


  
  
  

			
	PACIFICARE HEALTH PLAN ADMINISTRATORS, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	PACIFICARE EHOLDINGS, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	SENIORCO, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	RX SOLUTIONS, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	PACIFICARE BEHAVIORAL HEALTH, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	SECUREHORIZONS USA, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer











			
	PACIFICARE OF ARIZONA, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	PACIFICARE OF OKLAHOMA, INC.
		
	By:	 	/S/    CHRIS
KARKENNY        
	 Name:
	 	 Chris Karkenny

	 Title:
	 	 Treasurer



  
  

			
	PACIFICARE SOUTHWEST OPERATIONS, INC.
		
	By:	 	/S/    GREGORY W.
SCOTT        
	 Name:
	 	 Gregory W. Scott

	 Title:
	 	 Chief Financial Officer



  
  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/S/    PAULA
OSWALD        
	 Name:
	 	 Paula Oswald

	 Title:
	 	 Vice President