X0202 4 2004-07-29 1 0000865084 OXFORD HEALTH PLANS INC OHP 0001184746 GREGOIRE DANIEL N 48 MONROE TURNPIKE TRUMBULL CT 06611 0 1 0 0 EVP-General Council Common Stock 2004-07-29 4 D 0 12000 D 0 D Common Stock 2004-07-29 4 D 0 167.686 D 0 I 401(k) Stock Option 40.00 2004-07-29 4 D 0 125000 D 2007-12-01 Common stock 125000 0 D Stock Option 25.59 2004-07-29 4 D 0 100000 D 2008-10-17 Common Stock 100000 0 D Stock Option 26.84 2004-07-29 4 D 0 70000 D 2010-03-14 Common stock 70000 0 D Stock Option 47.91 2004-07-29 4 D 0 10016 D 2011-03-02 Common Stock 10016 0 D Stock Option 47.91 2004-07-29 4 D 0 13984 D 2011-03-02 Common Stock 13984 0 D Pursuant to the merger agreement between the Issuer and United HealthGroup Incorporated ("United"), dated as of April 26, 2004, exchanged for (a) 7,628 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $194,040. Pursuant to the merger agreement between the Issuer and United, dated as of April 26, 2004, exchanged for (a) 106 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $2,700.39. These shares were acquired through the Issuer's 401(k) Plan at the price of the Issuer's common stock at periodic intervals in accordance with the Issuer's payroll schedule. The Reporting person is 100% vested in these shares. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and was assumed by United in the merger and replaced with an option to purchase 111,012 shares of United common stock for $45.04 per share. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and was assumed by United in the merger and replaced with an option to purchase 88,809 shares of United common stock for $28.82 per share. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and was assumed by United in the merger and replaced with an option to purchase 62,167 shares of United common stock for $30.23 per share. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and was assumed by United in the merger and replaced with an option to purchase 8,895 shares of United common stock for $53.95 per share. The remaining portion of this option became fully vested and immediately exercisable upon completion of the merger between the Issuer and United on July 29, 2004 and was assumed by United in the merger and replaced with an option to purchase 12,418 shares of United common stock for $53.95 per share. Daniel Gregoire 2004-08-02