X0202 4 2005-12-20 1 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 2005-12-20 4 M 0 247767 0 A 311617.956 D Common Stock 2005-12-20 4 F 0 109883 90.866 D 201734.956 D Common Stock 2005-12-20 4 D 0 137884 90.866 D 63850.956 D Common Stock 2005-12-20 4 M 0 150000 0 A 213850.956 D Common Stock 2005-12-20 4 F 0 67536 90.866 D 146314.956 D Common Stock 2005-12-20 4 D 0 82464 90.866 D 63850.956 D Common Stock 2005-12-20 4 M 0 60000 0 A 123850.956 D Common Stock 2005-12-20 4 F 0 26580 90.866 D 97270.956 D Common Stock 2005-12-20 4 D 0 33420 90.866 D 63850.956 D Common Stock 2005-12-20 4 M 0 83333 0 A 147183.956 D Common Stock 2005-12-20 4 F 0 38123 90.866 D 109060.956 D Common Stock 2005-12-20 4 D 0 45210 90.866 D 63850.956 D Common Stock 2005-12-20 4 M 0 70000 0 A 133850.956 D Common Stock 2005-12-20 4 F 0 32023 90.866 D 101827.956 D Common Stock 2005-12-20 4 D 0 37977 90.866 D 63850.956 D Common Stock 2005-12-20 4 D 0 63850.956 90.866 D 0 D Common Stock 2005-12-20 4 D 0 5911 90.866 D 0 I By 401(k) plan Common Stock Units 2005-12-20 4 A 0 437 0 A Common Stock 437 247767 D Common Stock Units 2005-12-20 4 M 0 247767 0 D 2005-12-20 Common Stock 247767 0 D Non-Qualified Stock Option (right to buy) 6.031 2005-12-20 4 D 0 400000 0 D 2005-12-20 2010-11-03 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy) 9.19 2005-12-20 4 D 0 800000 0 D 2005-12-20 2012-01-24 Common Stock 800000 0 D Non-Qualified Stock Option (right to buy) 14.275 2005-12-20 4 D 0 450000 0 D 2005-12-20 2013-01-22 Common Stock 450000 0 D Non-Qualified Stock Option (right to buy) 28.938 2005-12-20 4 D 0 400000 0 D 2005-12-20 2010-07-18 Common Stock 400000 0 D Non-Qualified Stock Option (right to buy) 32.37 2005-12-20 4 D 0 250000 0 D 2005-12-20 2014-01-29 Common Stock 250000 0 D Non-Qualified Stock Option (right to buy) 64.26 2005-12-20 4 D 0 160000 0 D 2005-12-20 2015-03-01 Common Stock 160000 0 D Restricted Stock Unit 2005-12-20 4 M 0 150000 0 D 2005-12-20 Common Stock 150000 213333 D Restricted Stock Unit 2005-12-20 4 M 0 60000 0 D 2005-12-20 Common Stock 60000 153333 D Restricted Stock Unit 2005-12-20 4 M 0 83333 0 D 2005-12-20 Common Stock 83333 70000 D Restricted Stock Unit 2005-12-20 4 M 0 70000 0 D 2005-12-20 Common Stock 70000 0 D Each Common Stock Unit accrued under the Issuer's Stock Unit Deferred Compensation Plan is the economic equivalent of one share of Issuer common stock. The Common Stock Units were settled for an equal number of shares of Issuer common stock. Represents the exchange, pursuant to the terms of the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer, of the number of shares of Issuer common stock equal to the number of Common Stock Units settled (net of shares withheld by the Issuer to satisfy any applicable tax withholding obligations) for 1.1 shares of United common stock (with a value of $63.06 based on the closing price of United common stock on the date of the disposition) and $21.50 in cash. Each Restricted Stock Unit accrued under the Issuer's Stock Unit Deferred Compensation Plan is the economic equivalent of one share of Issuer common stock. The Restricted Stock Units were settled for an equal number of shares of Issuer common stock. Represents the exchange, pursuant to the terms of the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer, of the number of shares of Issuer common stock equal to the number of Restricted Stock Units settled (net of shares withheld by the Issuer to satisfy any applicable tax withholding obligations) for 1.1 shares of United common stock (with a value of $63.06 based on the closing price of United common stock on the date of the disposition) and $21.50 in cash. Disposed of pursuant to the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer (the "Merger Agreement"), pursuant to which each share of the Issuer's common stock (net of any shares withheld by the Issuer to satisfy any applicable tax withholding obligations) was exchanged for 1.1 shares of United common stock (with a value of $63.06 based on the closing price of United common stock on the date of the disposition) and $21.50 in cash. 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. 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. This option (the "Original Option") was assumed by United under the Agreement and Plan of Merger between UnitedHealth Group Incorporated ("United"), Point Acquisition LLC and the Issuer and replaced with an option to purchase shares of United common stock ("Substitute Option"). Under the Substitute Option: the number of option shares will equal the number of option shares under the Original Option, times the Option Exchange Ratio; and the exercise price will equal the exercise price under the Original Option, divided by the Option Exchange Ratio. The Option Exchange Ratio is 1.10 plus $21.50 divided by $63.06 (which is the closing price of United common stock on the last trading day prior to the merger). By: Ellen K. Erickson For: Howard G. Phanstiel 2005-12-22