X0202 4 2005-03-01 0 0001027974 PACIFICARE HEALTH SYSTEMS INC /DE/ PHS 0001069411 PHANSTIEL HOWARD G 5995 PLAZA DRIVE CYPRESS CA 90630 1 1 0 0 Chairman of the Board & CEO Non-Qualified Stock Option (right to buy) 64.26 2005-03-01 4 A 0 160000 0 A 2015-03-01 Common Stock 160000 160000 D Restricted Stock Unit 2005-03-01 4 A 0 70000 0 A Common Stock 70000 363333 D Granted under the 1996 Stock Option Plan for Officers and Key Employees of PacifiCare Health Systems, Inc., as amended, which is a Rule 16b-3 plan. The grant vests in 3 cumulative installments over a 4 year period as follows: 1/3 vests on each of the 2nd and 3rd anniversaries of the grant date; and the remaining 1/3 vests on the 4th anniversary of the grant date. Restricted stock granted under the 1996 Stock Option Plan for Officers and Key Employees. The restricted stock vests in three cumulative installments over a 4 year period as follows: (i) 1/3rd vests on each of the second and third anniversaries of the grant date; and (ii) the remaining 1/3rd vests on the fourth anniversary of the grant date. The grant is subject to a mandatory deferral into restricted stock units as follows: (i) 50 percent of the shares must be deferred until the earlier of retirement or termination; and (ii) the remaining 50 percent of the shares must be deferred into restricted stock units for a period of at least 4 years from the grant date, or such later date as specified in an election made by the reporting person. The restricted stock will be distributed on the earlier of the date specified in such election, or on the reporting person's termination date. Howard G Phanstiel 2005-03-03