X0202 4/A 2006-05-03 2006-05-04 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 on 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. The vested shares will be delivered to the reporting person on June 1, 2007. 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. Mark H. Kleinman, Attorney-in-Fact 2006-05-15