<PAGE>

                                 FIRST AMENDMENT TO
                                  CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made and dated as of August 15,
1997 (the "Amendment") among PACIFICARE HEALTH SYSTEMS, INC., formerly known as
N-T Holdings, Inc., a Delaware corporation (the "Company"), the Banks party to
the Credit Agreement referred to below, and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association, as Agent (the "Agent"), and
amends that certain Credit Agreement dated as of October 31, 1996 (the "Credit
Agreement").

                                      RECITALS

     WHEREAS, the Company has requested the Agent and the Banks to amend certain
provisions of the Credit Agreement, and the Agent and the Banks are willing to
do so, on the terms and conditions specified herein;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

     1.   TERMS. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein.

     2.   AMENDMENT. The Credit Agreement is hereby amended as follows:

          2.1 AMENDMENTS TO SECTION 1.1. The definitions of the terms
"Applicable Margin" and "Senior Unsecured Debt Rating" in Section 1.1 of the
Credit Agreement are hereby amended and restated to read in their entirety as
follows:

          "Applicable Margin" means, in the case of Facility Fees or LIBOR
     Committed Loans, a rate per annum determined by reference to the Applicable
     Level or Leverage Ratio as follows:

          "Applicable Level" means one of the levels set forth below determined
     by the Senior Unsecured Debt Rating as follows:

               "LEVEL 1" means any period during which the Senior Unsecured Debt
          Rating is better than or equal to at least two of the following three
          ratings: (i) A- by S&P and/or (ii) A3 by Moody's and/or (iii) A- by
          Fitch.

               "LEVEL 2" means any period (other than a Level I Period) during
          which the Senior Unsecured Debt Rating is better than or equal to at
          least two of the following three ratings: (i) BBB+ by S&P and/or (ii)
          Baal by Moody's and/or (iii) BBB+ by Fitch.

               "LEVEL 3" means any period (other than a Level 1 Period or Level
          2 Period) during which the Senior Unsecured Debt Rating is better than
          or equal


                                          1
<PAGE>

          to at least two of the following three ratings: (i) BBB by S&P and/or
          (ii) Baa2 by Moody's and/or (iii) BBB by Fitch.

               "LEVEL 4" means any period (other than a Level 1 Period, Level 2
          Period or Level 3 Period) during which the Senior Unsecured Debt
          Rating is better than or equal to at least two of the following three
          ratings: (i) BBB- by S&P and/or (ii) Baa3 by Moody's and/or (iii) BBB-
          by Fitch.

               "LEVEL 5"  means any period (other than a Level 1 Period, Level 2
          Period, Level 3 Period or Level 4 Period) during which the Senior
          Unsecured Debt Rating is better than or equal to at least two of the
          following three ratings: (i) BB+ by S&P and/or (ii) Bal by Moody's
          and/or (iii) BB+ by Fitch.

               "LEVEL 6" means any period other than a Level I Period, Level 2
          Period, Level 3 Period, Level 4 Period or Level 5 Period.

          For purposes of the foregoing, (a) if the Senior Unsecured Debt
     Ratings fall within different Levels, the Applicable Level shall be based
     upon the Level in which the largest number of Senior Unsecured Debt Ratings
     fall; PROVIDED that if there shall be no such Level, the highest and the
     lowest Level shall be excluded and the Applicable Level shall be the
     remaining Level; (b) if only two Senior Debt Ratings exist and they shall
     fall within different Levels, the Applicable Level shall be based upon the
     higher (numerically lower) of the available Levels unless such Levels are
     more than one Level apart, in which case the Applicable Level shall be one
     Level higher than the lower Level; (c) if only one Senior Unsecured Debt
     Rating exists, the Applicable Level shall be based upon the Level in which
     such rating falls and (d) if no Senior Unsecured Debt Rating shall be
     available from at least one of S&P, Moody's or Fitch, the Applicable Margin
     will be set by reference to the Leverage Ratio so long as the Agent shall
     have received the financial statements and Compliance Certificate to be
     delivered by the Company pursuant to Section 6.1 and if the Agent shall
     have not received such financial statements and Compliance Certificate, in
     accordance with Level 6.

          "Company" shall mean PacifiCare Health Systems, Inc., formerly known
as N-T Holdings, Inc.

          "Fitch" means Fitch Investors Service, Inc.

     2.3 AMENDMENT TO SECTION 6.1. Clause (k) of Section 6. 1 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

          "(k) promptly (but in no case more than five Business Days) after the
     Company or either Guarantor receives unsecured long-term debt ratings by
     S&P, Moody's or Fitch, a notice of such ratings, and thereafter, promptly
     (but in no case more than five Business Days) after any change in such
     ratings, a notice of such change;"


                                          2

<PAGE>

     3.   REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
the Agent and the Banks that, on and as of the date hereof, and after giving
effect to this Amendment:

          3.1  AUTHORIZATION. The execution, delivery and performance by the
Company of this Amendment has been duly authorized by all necessary corporate
action, and this Amendment has been duly executed and delivered by the Company.

          3.2  BINDING OBLIGATION. This Amendment constitutes the legal, valid
and binding obligations of the Company, enforceable against it in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

          3.3  NO LEGAL OBSTACLE TO AMENDMENT. The execution, delivery and
performance by the Company of this Amendment has been duly authorized by all
necessary corporate action, and does not and will not:

          (a)  contravene the terms of any of the Company's Organization
Documents;

          (b)  conflict with in any material respect or result in any material
breach or contravention of, or the creation of any Lien under, any document
evidencing any material Contractual Obligation to which the Company is a party
or any order, injunction, writ or decree of any Governmental Authority to which
the Company or its property is subject; or

          (c)  violate any material Requirement of Law.

          3.4  GOVERNMENTAL AUTHORIZATION,  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against the Company of
this Amendment other than that which has been obtained.

          3.5  INCORPORATION OF CERTAIN REPRESENTATIONS.  The representations
and warranties of the Company set forth in Article V of the Credit Agreement are
true and correct in all respects on and as of the date hereof as though made on
and as of the date hereof, except as to such representations made as of an
earlier specified date.

          3.6  DEFAULT.  No Default or Event of Default under the Credit
Agreement has occurred and is continuing.

     4.   MISCELLANEOUS.

          4.1  EFFECTIVENESS OF THE CREDIT AGREEMENT AND THE NOTES. Except as
hereby expressly amended, the Credit Agreement and the Notes shall each remain
in full force and effect, and are hereby ratified and confirmed in all respects
on and as of the date hereof.


                                          3

<PAGE>

          4.2  WAIVERS. This Amendment is limited solely to the matters
expressly set forth herein and is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver or amendment of any other
term or condition, right, power or privilege under the Credit Agreement or under
any agreement, contract, indenture, document or instrument mentioned therein;
nor does it preclude or prejudice any rights of the Agent or the Banks
thereunder, or any exercise thereof or the exercise of any other right, power or
privilege, nor shall it require the Banks to agree to an amendment, waiver or
consent for a similar transaction or on a future occasion, nor shall any future
waiver of any right, power, privilege or default hereunder, or under any
agreement, contract, indenture, document or instrument mentioned in the Credit
Agreement, constitute a waiver of any other right, power, privilege or default
of the same or, of any other term or provision.

          4.3  COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment shall not become
effective until the Company, the Agent and the Banks shall have signed a copy
hereof and the Agent shall have received acknowledgments and reaffirmations
substantially in the form of EXHIBIT A hereto, duly executed by each of the
Guarantors.

          4.4  GOVERNING LAW.  This Amendment shall be governed by and construed
in accordance with the laws of the State of California.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.


                              PACIFICARE HEALTH SYSTEMS, INC.,
                              formerly known as N-T Holdings, Inc.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, as Agent

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          4

<PAGE>

                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as a Bank

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE CHASE MANHATTAN BANK

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              CITICORP USA, INC.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE BANK OF NEW YORK
                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE BANK OF NOVA SCOTIA

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          5

<PAGE>

                              BANQUE NATIONALE DE PARIS

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE DAI-ICHI KANGYO BANK, LTD., LOS
                              ANGELES AGENCY

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                              LOS ANGELES AGENCY

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              COOPERATIEVE CENTRALE RAIFFEISEN-
                              BOERENLEENBANK B.A., "RABOBANK
                              NEDERLAND" NEW YORK BRANCH

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          6

<PAGE>

                              SANWA BANK CALIFORNIA

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE SUMITOMO BANK, LIMITED, LOS ANGELES
                              BRANCH

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              WELLS FARGO BANK, N.A.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              BANCA COMMERCIALE ITALIANA
                              LOS ANGELES FOREIGN BRANCH

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              BANQUE PARIBAS

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          7

<PAGE>

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              CIBC INC.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              COMMERZBANK AKTIENGESELLSCHAFT,
                              LOS ANGELES BRANCH

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              CREDIT LYONNAIS NEW YORK BRANCH

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                                          8

<PAGE>

                              CREDIT SUISSE FIRST BOSTON

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE FIRST NATIONAL BANK OF CHICAGO

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE FUJI BANK, LIMITED

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE LONG-TERM CREDIT BANK OF JAPAN,
                              LTD., LOS ANGELES AGENCY

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          9
<PAGE>

                              MELLON BANK, N.A.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE MITSUBISHI TRUST AND BANKING
                              CORPORATION, LOS ANGELES AGENCY

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              PNC BANK, N.A.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              THE SAKURA BANK, LTD., LOS ANGELES
                              AGENCY

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              SOCIETE GENERALE

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          10
<PAGE>

                              THE TOKAI BANK, LIMITED,
                              LOS ANGELES AGENCY

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                              UNION BANK OF CALIFORNIA, N.A.

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                                          11