X0202 4 2005-09-16 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 Common Stock Units 2005-09-16 4 A 0 437 0 A Common Stock 437 233555 D Represents the deferral of a portion of the reporting person's base salary into Common Stock Units under the PacifiCare Health Systems, Inc. 2005 Equity Incentive Plan, as amended. Of the Common Stock Units reported, 73 are subject to forfeiture and vest on 9/16/2007. Upon distribution, the reporting person receives shares of PacifiCare Common Stock equal to the number of vested Common Stock Units held. The Common Stock Units will be distributed on the earlier of (i) the date, after 12/31/07, specified in the election made by the reporting person or (ii) the reporting person's termination of employment, death, disability or change of control of the Company. The Common Stock Units will be distributed in a lump sum or equal installments over 3 to 5 years as specified in the election made by the reporting person, except for distributions upon a change of control which will be made in one lump sum. Howard G Phanstiel 2005-09-20