X0201 4 2004-02-20 0 0001027974 PACIFICARE HEALTH SYSTEMS INC /DE/ PHS 0001069411 PHANSTIEL HOWARD G 5995 PLAZA DRIVE CYPRESS CA 90630 1 1 0 0 President & CEO Common Stock Units 2004-02-20 4 A 0 59787 0 A Common Stock 59787 211687 D The Common Stock Units were accrued under the PacifiCare Health Systems, Inc. Third Amended and Restated Stock Unit Deferred Compensation Plan (the "Plan"). Upon distribution, a participant receives shares of Common Stock equal to the number of Common Stock Units deferred. Distribution is triggered by termination of employment, death, disability or change of control of the Company. Amounts deferred under the Plan will be distributed in a lump sum or equal installments over three to five years, except for distributions upon change of control which will be paid out in a lump sum of shares of stock. The Plan also permits early distributions while a Participant is still employed so long as such election is made at least two years from the last day of the plan year for which the bonus is earned. Howard G Phanstiel 2004-02-24