X0202 4 2004-07-29 1 0000865084 OXFORD HEALTH PLANS INC OHP 0001194499 KOLE MARC M 48 MONROE TURNPIKE TRUMBULL CT 06611 0 1 0 0 SVP-Finance & Controller Common Stock 2004-07-29 4 D 0 7500 D 0 D Common Stock 2004-07-29 4 D 0 198.985 D 0 I 401 (k) Stock Option 37.0625 2004-07-29 4 D 0 25000 D 2008-01-02 Common Stock 25000 0 D Stock Option 25.59 2004-07-29 4 D 0 30000 D 2008-10-17 Common Stock 30000 0 D Stock Option 26.84 2004-07-29 4 D 0 45000 D 2010-03-14 Common Stock 45000 0 D Stock Option 47.91 2004-07-29 4 D 0 6052 D 2011-03-02 Common Stock 6052 0 D Stock Option 47.91 2004-07-29 4 D 0 8448 D 2011-03-02 Common Stock 8448 0 D These shares represent the Reporting Person's restricted stock units which were assumed by United HealthGroup Incorporated ("United"), pursuant to the merger agreement between the Issuer and United dated April 26, 2004 in the merger and replaced with restricted stock units for 6,660 shares of United with a vesting schedule of March 2, 2007, 2008 and 2009. Pursuant to the merger agreement between the Issuer and United, dated as of April 26, 2004, exchanged for (a) 126 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 $3,201.66. 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 on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 22,202 shares of United common stock for $41.74 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 on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 26,643 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 on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 39,964 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 on July 29, 2004 was assumed by United in the merger and replaced with an option to purchase 5,374 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 7,501 shares of United common stock for $53.95 per share. Marc Kole 2004-08-02