X0202 4 2006-05-03 0 0001038357 PIONEER NATURAL RESOURCES CO PXD 0001034310 RAMSEY CHARLES E JR 5205 N. O'CONNOR BLVD., SUITE 900 IRVING TX 75039 1 0 0 0 Restricted Stock Units 2006-05-03 4 A 0 1754 0 A Common Stock 1754 5058 D Restricted Stock Units 2006-05-03 4 A 0 1871 0 A Common Stock 1871 6929 D Each restricted stock unit represents a contingent right to receive one share of PXD common stock. The restricted stock units will vest in four equal quarterly installments on the following dates: August 3, 2006, November 3, 2006, February 3, 2007 and the day prior to the date of the Company's next Annual Meeting of Stockholders. One half of the vested shares will be delivered to the reporting person on January 1, 2007, and the remaining half will be delivered in two equal installments on each of February 3, 2007 and the earlier of May 3, 2007 or the day prior to the date of the Company's next annual meeting of stockholders. The restricted stock units vest in full on the earlier of the first anniversary of the date of grant or the day prior to the date of the Company's next Annual Meeting of Stockholders. Vested shares will be delivered to the reporting person on the vest date (settlement date will be the same as vest date). By: Mark H. Kleinman, Attorney-in-Fact For: Charles E. Ramsey, Jr. 2006-05-04