Filed by PacifiCare Health Systems, Inc.
                          Pursuant to Rule 425 under the Securities Act of 1933
                                       and Deemed Filed Pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934
                               Subject Company: PacifiCare Health Systems, Inc.
                                                  Commission File No. 001-31700


[The following has been posted on PacifiCare's website -
 www.pacificare.com]


                  EXHIBIT E-1: Narrative Description of Filing

         PacifiCare of California (the "Plan" or "PacifiCare") submits this
Notice of Material Modification ("Notice") to the Department of Managed Health
Care ("DMHC") to provide information regarding the proposed acquisition of the
Plan and its affiliates by UnitedHealth Group Incorporated ("UHG"). The
transaction described herein will benefit Plan members in many ways, starting
with expansion of the national health care provider network. At the same time,
there will be significant continuity for the Plan, its members and providers.
The Plan's management team will remain intact without change, and the Plan will
continue to rely on its California health care delivery system model of
delegating health care decisions to its capitated physician groups.

         Licensed as a full service health care service plan pursuant to the
Knox-Keene Health Care Service Plan Act of 1975 (the "Act"), the Plan is a
wholly-owned subsidiary of PacifiCare Health Plan Administrators, Inc.
("PHPA"), and PHPA is a wholly-owned subsidiary of PacifiCare Health Systems,
Inc. ("PHS"). The Plan submits this Notice in connection with the change in
control that will occur upon closing of the Agreement and Plan of Merger dated
as of July 6, 2005 ("Merger Agreement"). In accordance with the Merger
Agreement, UHG proposes to acquire the Plan and its affiliates by the merger of
PHS with and into Point Acquisition LLC ("Acquisition LLC"), a newly formed
limited liability company which is organized under the laws of the State of
Delaware and wholly-owned by UHG. As part of the merger, Acquisition LLC will
change its name to PacifiCare Health Systems, LLC. The transactions
contemplated in the Merger Agreement are hereafter collectively referred to as
the "Merger." A copy of the Merger Agreement, including a redacted copy of the
company disclosure letter, is filed herewith as Exhibit E-4. An unredacted copy
of the company disclosure letter is filed as Exhibit E-8 with a request for
confidential treatment.

         The Plan is not party to the Merger Agreement, and the Merger will
have no adverse or material impact on Plan operations, subscribers or
enrollees, except as described herein. The Plan submits this Notice following
the DMHC's requested process for notifying the DMHC of a plan's intent to enter
into a merger, consolidation, acquisition of controlling interest, or sale of a
plan or of all or substantially all of the assets of a plan, directly or
indirectly.

Short and Long Term Benefits of the Merger
- ------------------------------------------

         In the following paragraphs, the Plan sets forth the anticipated
benefits to California consumers that the Plan anticipates following the
completion of the proposed Merger. However, to date, due to antitrust and other
constraints, the parties have had only high level discussions regarding merger
integration planning. Following consummation of the Merger, UHG intends to
closely evaluate the operations of PHS and its affiliates to determine how best
to optimize the value of the operations and business expertise of PHS and its
affiliates. Changes to Plan operations following this evaluation will be filed
with the Department prior to or at the time of implementation, to the extent
required and consistent with the requirements of the Act. The following
statements should be taken in this context.

         The combination created by the proposed Merger will create a diverse
health care enterprise focused on providing a broad range of quality,
affordable and easy-to-use health care services in California and nationwide.

         Over the past several years, PacifiCare has focused on strengthening
its core operations while providing innovative solutions to today's health care
challenges. PacifiCare has now reached a point where it makes sense for it to
join with a strong national partner that can help PacifiCare reach the next
level in leveraging technology and scale to offer a more diversified range of
competitive products and services that improve the affordability and quality of
health care, while maintaining the capitated delegated model in California and
increasing consumer choice.

         This Merger joins together two highly complementary companies with
significant capabilities and a demonstrated commitment to serving diverse
constituencies and expanding options for the uninsured. Combining UHG's
national health service capabilities with PacifiCare's brand prominence and
deep relationships in the Western United States will enable the combined
company to better respond to the needs of all Americans, including California
consumers.

         This Merger combines both companies' strengths and successes in
delivering affordable health care coverage as well as full-service,
comprehensive health care programs to consumers and employers nationwide. UHG
and PacifiCare bring leadership, innovation and quality that will benefit all
Californians as well as all our stakeholders, especially our members,
providers, and employer customers. Key benefits of this transaction include:

         PACIFICARE IS MAINTAINING A STRONG PRESENCE IN CALIFORNIA. Once the
         Merger is completed, PacifiCare will become part of the UHG
         organization as a subsidiary. As such, PacifiCare's headquarters will
         remain in Cypress, Calif., and will continue to operate under local
         leadership. The Plan will maintain its strong management team. In
         addition, all medical decision-making for Plan enrollees will continue
         to be made by physicians in the State of California.

         The Plan's current business operations, products and services will
         remain in place, thus ensuring long-term stability for the Plan and
         its provider network. Both PacifiCare and UHG are strongly committed
         to the capitated delivery model which has served California managed
         care consumers well. Both organizations believe that local
         accountability is and remains a significant force in the relationship
         between consumers and their health plans. In addition, UHG has stated
         its intention to maintain use of the respective PacifiCare and Secure
         Horizons brand names that Californians have grown to trust and rely on
         to deliver quality, affordable health care coverage.

         MAINTAINING COMPETITION TO THE BENEFIT OF CALIFORNIA CONSUMERS.
         California, as in all states, has regional and local health care plans
         that compete alongside the large national plans. This Merger will
         allow PacifiCare to maintain its local market presence while enhancing
         its ability to offer health insurance products and services to
         California-based employers with significant multi-state operations,
         thus enabling PacifiCare to compete with national carriers such as
         Aetna, Cigna, and WellPoint.

         BETTER ACCESS TO ENHANCED PROVIDER SERVICES AND NETWORKS. This Merger
         will make available a broader and deeper nationwide network of
         physicians that will enhance the physician referral process to better
         meet specific patient needs. UHG has stated its intention to make
         available to California plan members UHG's established "Centers of
         Excellence," where some of the nation's best doctors and facilities
         offer care for complex health conditions. Many of these facilities are
         located in California.

         UHG maintains a national provider network of more than 460,000 doctors
         and other health care professionals and 4,200 hospitals. As a result
         of the Merger, it is anticipated that PacifiCare's members in
         California will have access to more quality doctors and hospitals at
         reduced rates and avoid more expensive "out-of-network" costs. It is
         anticipated that this network access will, in particular benefit
         PacifiCare's point of service membership, due to the ability to access
         PPO contract providers under the "out of network" feature contained in
         that benefit design. With respect to PacifiCare's HMO members, it is
         expected that PacifiCare's delegated medical groups that are at risk
         for out-of-network medical expenses will also benefit from access to
         UHG's national network of contracted providers, due to UHG's stated
         intention to take the steps necessary to make this access available.

         MORE OPTIONS FOR CONSUMERS. The Plan believes that its plan members in
         California will benefit from previously unmatched resources that will
         drive innovation and improve health care and cost outcomes. Both
         PacifiCare and UHG are committed to improving access to health care
         products and services to underserved populations. The combined
         companies will continue to focus efforts on creating more options for
         seniors and vulnerable populations. This includes a continued
         commitment to programs such as PacifiCare's Latino Health Solutions,
         Asian Health Solutions, and African American Health Solutions and
         UHG's Evercare, which will provide coordinated care services for frail
         and chronically ill seniors.

         In addition, PacifiCare's current efforts to develop lower-cost HMO
         products will continue, as they are philosophically consistent with
         UHG's efforts to create health plan options for three million
         part-time workers and early retirees through its National Health
         Access program, which provides flexible and affordable health care
         benefits. Over time, making lower-cost products and services available
         to more California consumers will benefit the Plan's subscribers and
         enrollees. California consumers will generally benefit by the creation
         of greater competition between PacifiCare and the licensed affiliates
         of other major health care companies, including WellPoint, Kaiser,
         Blue Shield and Aetna.

         COMBINED CAPABILITY FOR MANAGING PHARMACEUTICAL BENEFITS. It is
         anticipated that the combined management capabilities of PacifiCare
         and UHG, in conjunction with the existing capabilities of PacifiCare's
         pharmacy benefit manager, Prescription Solutions, will result in lower
         overall drug cost inflation for PacifiCare and UHG customers than
         would occur in the absence of the proposed Merger.

         BETTER TECHNOLOGY TO ENHANCE PATIENT CARE AND STREAMLINE
         ADMINISTRATIVE OPERATIONS. Over the last several years, UHG has
         invested more than $2.5 billion in technology infrastructure and
         applications to simplify the administrative and claims-handling
         processes for health care providers so that they can concentrate more
         on patient care. Also, Internet access for claims submission and
         tracking, combined with processing-technology enhancements, has
         increased claims payment timeliness and accuracy. Approximately 300
         million internet transactions are conducted on an annualized basis. It
         is expected this Merger will extend and support further progress in
         this area to the further benefit of providers.

         In general, UHG's claims performance metrics such as claims
         adjudication rates, auto adjudication rates, and timeliness appear to
         be superior to PacifiCare's. Following the Merger, PacifiCare expects
         to improve its performance in these areas over time as its systems
         migrate to those of UHG. It should be noted that PacifiCare would not
         otherwise be able to substantially improve its performance in these
         areas without a significant investment in new technology that would
         impact member premiums and PacifiCare's overall ability to compete in
         the California marketplace.

         In addition, nearly 18 million UHG customers now have electronic ID
         cards that simplify the process of checking benefit eligibility. In
         2006, UHG's business plan anticipates that these cards will facilitate
         access to, and automatic updating of, the UHG patient's personal
         health record, further simplifying health care administration and
         improving quality and safety. It is expected that the combined
         organizations will investigate the feasibility of extending this
         leading consumer technology to PacifiCare's customers as soon as is
         practicable.

         UHG is a leader in the support and delivery of patient-centered care.
         Individuals are provided with integrated tools and decision support to
         assist them in working with physicians and hospitals to achieve the
         best possible quality and cost-effective health care. Over 8.5 million
         individuals log on to UHG's member Internet portal, myuhc.com, to
         access evidence-based information that identifies and differentiates
         leading hospitals and physicians. UHG also supports patients by
         providing access to specially-trained decision support nurses to
         support health care decisions that meet the specific needs of
         individuals and their families. It is expected that the combined
         organizations will investigate the feasibility of extending these
         leading consumer technologies to PacifiCare's customers as soon as is
         practicable.

         PHYSICIANS WILL HAVE MORE SUPPORT IN IMPROVING PATIENT CARE OUTCOMES.
         This proposed combination will create the opportunity for both
         companies to combine their respective strengths in areas such as
         quality improvement and disease management. UHG and PacifiCare have
         developed innovative programs that support physicians in achieving
         better quality and safer health outcomes for their patients.

              UHG: UHG has a long-standing commitment to consultation with
              physicians in the development, design, operation and refinement
              of clinically related programs. Specifically, UHG's Premium
              program for conditions such as transplantation, congenital heart
              surgery, complex cancer care and reproductive services, which is
              available to 46 million individuals, was designed in consultation
              with independent physician clinical experts. UHG's Centers of
              Excellence programs, for more common conditions such as heart and
              musculoskeletal procedures, which are available to millions more
              nationwide, were also designed in consultation with an advisory
              board of independent physician clinical experts. Furthermore to
              ensure that UHG's enterprise-wide programs are informed by the
              best-thinking of prominent physician leaders and experts, UHG
              recently created a standing advisory committee which includes
              representatives from the American Academy of Family Physicians,
              American Academy of Pediatrics, American College of Surgeons,
              American Osteopathic Association, Association of American Medical
              Colleges, Medical Group Management Association, Ohio State
              Medical Association, the Physician Consortium for Performance
              Measures and other nationally renowned medical experts. This
              advisory committee provides expert physician guidance on the
              creation of programs to evaluate, report on and improve clinical
              quality.

              PACIFICARE: PacifiCare's innovative, physician-developed QUALITY
              INDEX reports that gauge physician and hospital performance, and
              its $36 million Quality Incentive program that aligns physician
              incentives with quality care, have resulted in more physicians
              following evidence-based best practices and have contributed to
              improvements in medical outcomes. In addition, PacifiCare's
              disease management programs for conditions such as congestive
              heart failure, diabetes and others have contributed to
              demonstrated results including: improvement in CHF treatment and
              decrease in hospitalization; reduced rate of heart attacks and
              strokes; and reduced hospitalization for cancer patients.

         Once the merger is consummated, it is the intention of the combined
         organization to take the steps necessary to extend each company's
         "best practice" programs to the other's membership as soon as is
         practicable.

         PACIFICARE'S FINANCIAL CONDITION AND STABILITY WILL BE IMPROVED
         THROUGH A MERGER WITH UHG. We anticipate that all of PacifiCare's
         existing debt of $1.1 billion and the resulting quarterly interest
         payments will be extinguished, thus allowing more competitive
         operating performance and pricing. UHG currently has an investment
         grade rating of "A" from Standard & Poors and Moody's, which is higher
         than any other managed care company. UHG anticipates maintaining that
         investment grade rating following completion of the Merger.

         In addition, the proposed Merger will reduce PacifiCare's
         vulnerability to unforeseen shifts in national Medicare funding and
         policy. Once combined, UHG will have approximately $60 billion in
         revenues, of which approximately 20 percent will be derived from the
         federal government. The diversification of UHG's revenue streams will
         help maintain greater continuity of products and service areas for
         PacifiCare over time. This creates the opportunity to improve service
         and stability to PacifiCare's customers and contracted providers.

         STRENGTH IN COMMUNITY AND GIVING. Both PacifiCare and UHG are
         extremely active in the community through their respective nonprofit
         foundations and other community-relations activities.

         The PacifiCare Foundation provides financial resources to communities
         where PacifiCare employees live and work. In 2004, the PacifiCare
         Foundation made hundreds of donations resulting in millions of dollars
         of assistance to community organizations not only in California but
         across the country. Through the PacifiCare Foundation, PacifiCare has
         supported innovative programs and unique approaches to bring health
         care to underserved communities, fulfilled the wishes of those facing
         terminal illnesses, encouraged young scholars studying to become
         health professionals, and provided people and much-needed resources to
         scores of local nonprofit agencies - from food banks and homeless
         shelters to literacy programs and senior services.

         The United Health Foundation's mission is to support health and
         medical decisions made by physicians, health professionals, community
         leaders and individuals that lead to better health outcomes and
         healthier communities. For example, the United Health Foundation
         spends millions each year to distribute free copies of the BMJ
         Publishing Group's international resource of the best-available
         evidence for effective clinical care "Clinical Evidence" to physicians
         across the country. The United Health Foundation also spends millions
         of dollars educating women ages 25-50 in how to best use
         evidence-based clinical principles to make appropriate health choices
         for themselves and their families. In addition, the United Health
         Foundation works in partnership with the American Public Health
         Association and Partnership for Prevention to educate communities of
         the healthiness of each state's population and the nation as a whole
         through the publication of "America's Health: State Health Rankings--a
         call to action for people and their communities." This project
         encourages and supports people in the process of involvement that can
         lead to improvement of the overall health of their community and of
         their state. Over the past few years, the United Health Foundation has
         also been extremely attentive to the problems of the uninsured. In
         fact, UHG has consistently and publicly advocated for a process that
         clearly defines what constitutes a basic health benefit package and
         then worked to deliver these basic benefits to everyone. As a
         consequence of this interest, UHG has spearheaded an effort to seek
         consensus between the major forces that will determine the political
         reality of achieving such a solution. A multi-stakeholder process was
         created as a result and continues to work diligently to achieve this
         goal. In the interim, given the reality of 43 million uninsured people
         and the health consequences that result, the United Health Foundation
         now supports three community-based health centers to make the
         transformation to become true Centers of Excellence that expand access
         to the highest quality of care for key diseases in underserved
         communities. Community clinics in Washington D.C., New York City and
         Miami each received a three-year, multi-million dollar grant to
         reconfigure and augment their resources based upon the best models of
         quality and efficient comprehensive care. With this support, these
         community clinics have become places of choice, not of last resort.

         Once the Merger is completed, it is the intention of the combined
         organization to continue supporting community activities and decisions
         that lead to better health outcomes and healthier communities.

Target Date for Completing the Merger
- -------------------------------------

         The current target date for completion of the Merger is September 30,
2005, or as soon thereafter as all regulatory approvals are obtained. The Plan
therefore respectfully requests that the Director issue an order approving the
change in control on or before September 30, 2005.

Overview of Exhibit E-1
- -----------------------

         The Notice consists of this Exhibit E-1 and the additional exhibits
identified herein. Section I provides background on UHG. Section II describes
the change in control that will result from the Merger. Section III
demonstrates that the Merger will have no adverse impact on the Plan's
organizational or administrative capacity or its financial viability. Section
IV demonstrates that the Merger will have no adverse or material impact on the
Plan's health care delivery system, subscribers, enrollees, or providers.
Section V identifies the exhibits filed as part of the Notice, including those
items and exhibits that are the subject of the Plan's request for confidential
treatment. In short, the Notice amply demonstrates that the Merger will have no
adverse impact on the Plan's existing or continued compliance with the Act, and
will not in any way impede the Department's continued ability to enforce the
provisions of the Act with respect to the Plan.

I.       BACKGROUND ON UHG
         -----------------

         UHG, incorporated on January 25, 1977, and formerly known as United
HealthCare Corporation, is a publicly traded Minnesota general business
corporation (NYSE symbol: UNH). Exhibit F-1-a-i is a copy of UHG's amended
Articles of Incorporation. Exhibit F-1-a-ii is a copy of UHG's Bylaws. There
are no plans to amend UHG's Articles or Bylaws prior to the effective time of
the Merger. If any such amendments occur, the Plan will amend this Notice to
include the amended Articles or Bylaws as the case may be. Exhibit G-2-a is
UHG's executed Authorization for Disclosure of Financial Records.

         UHG is the ultimate parent of all of the UHG affiliates. It functions
primarily as a holding company, and thus, has not qualified to do business in
any jurisdiction other than Minnesota. Its operating subsidiaries, however,
operate in all 50 states, the District of Columbia, Guam, Puerto Rico, the U.S.
Virgin Islands and internationally.

         As a diversified health and well-being company, and a recognized
leader in designing, organizing and managing health and wellness services, UHG
manages approximately $60 billion in aggregate health care spending. Through
its subsidiary insurers, health maintenance organizations, third party
administrators and other service providers, UHG provides approximately 55
million Americans access to quality, cost-effective health care services
through more than 460,000 physicians and 4,200 hospitals across the United
States. The company directs its resources into designing products, providing
services, and applying technologies that improve access to health and
well-being services, simplify the health care experience, promote quality, and
make health care more affordable. PHS consumers, including Plan enrollees and
other California consumers, will benefit from UHG's assets and capabilities,
which complement those of PHS.

         UHG is the ultimate parent to the following specialized health care
service plans licensed under the Act: ACN Group of California, Inc., Dental
Benefit Providers of California, Inc., Pacific Union Dental, Inc., Spectera
Vision Services of California, Inc., and U.S. Behavioral Health Plan of
California. These plans and other UHG affiliates are depicted in the UHG
organization chart set forth in Exhibit L-1 hereto.

UHG Capital Structure
- ---------------------

         As of March 31, 2005, UHG had total assets of $28.218 billion. Its
debt consists of $400 million in commercial paper and current maturities of
long-term debt and $3.850 billion in long-term debt, resulting in a debt to
total capital ratio of 28.7 percent, and shareholders' equity of $10.555
billion. Its shares are publicly traded on the NYSE and as of June 24, 2005, it
had 1,255,097,891 shares outstanding.

Major Business Segments
- -----------------------

         UHG conducts its business primarily through four business segments:
(1) Uniprise; (2) Health Care Services, which includes United Healthcare,
Ovations and AmeriChoice businesses, (3) Specialized Care Services; and (4)
Ingenix. Each major segment is described below and identified in Exhibit L-1,
an organization chart depicting UHG and its affiliates, pre-Merger. Exhibit
M-1-a is a narrative description of Exhibit L-1.

         1.       Uniprise
                  --------

         Uniprise serves the employee benefit needs of large organizations by
developing cost-effective health care access and benefit strategies programs,
technology and service-driven solutions tailored to the specific needs of each
customer. Together with its affiliates, Uniprise's core business provides
comprehensive, integrated health benefit services to multi-location employers
with more than 5,000 employees, and specializes in large volume transaction
management, large-scale benefit design, and innovative technology solutions
designed to manage and control medical care costs, facilitate access to care;
and transform complex administrative processes into simpler, efficient, high
quality automated processes. Uniprise has developed internet-based
administrative and financial applications for physician and other health care
provider inquiries and transactions, customer-specific data analysis for
employers, and consumer access to personal information and services.

         2.       Health Care Services
                  --------------------

         The Health Care Services segment consists of the UnitedHealthcare,
Ovations and AmeriChoice businesses.

         UNITEDHEALTHCARE. UnitedHealthcare coordinates health and well-being
services on behalf of local employers and consumers nationwide.
UnitedHealthcare's products are primarily marketed to small and mid-size
employers with up to 5,000 employees. As of December 31, 2004, this business
served approximately 11 million individuals.

         OVATIONS. Ovations provides health and well-being services for
Americans age 50 and older, addressing their unique needs for preventative and
acute health care services, as well as for services dealing with chronic
disease, and services responding to specialized issues relating to their
overall well-being. Ovations provides products and services in all 50 states,
the District of Columbia, Puerto Rico and the U.S. Virgin Islands. Ovations
offers a range of health insurance products and services to AARP members.

         Ovations offers a pharmacy discount card program, with approximately
1.8 million users, providing access to retail and mail order pharmacy services,
and a complimentary health and well-being catalog. Ovations' Senior & Retiree
Services division, through its affiliates, provides health care coverage for
the seniors market primarily through the Medicare Advantage (formerly
Medicare+Choice) program administered by the Centers for Medicare and Medicaid
Services ("CMS").

         Through its Evercare division, Ovations offers complete,
individualized care planning and care benefits for aging, vulnerable and
chronically ill individuals, serving approximately 70,000 persons across the
nation in nursing homes, community-based settings and private homes. Ovations
offers products including enhanced medical coverage to frail, elderly and
chronically ill populations in both nursing homes and community settings.

         AMERICHOICE. AmeriChoice is a dedicated business unit which works
exclusively with selected states to address the needs of their medically
vulnerable populations under their Medicaid and other programs for the
uninsured. AmeriChoice provides health insurance coverage to eligible Medicaid
beneficiaries in exchange for a fixed monthly premium per member from the
applicable state. As of December 31, 2004, AmeriChoice organized health care
resources and benefits for more than 1.3 million beneficiaries of Medicaid and
other government-sponsored health care programs in 13 states.

         3.       Specialized Care Services
                  -------------------------

         Specialized Care Services is a portfolio of specialized health and
well-being companies. Through United Behavioral Health and its affiliated
companies, Specialized Care Services provides behavioral health care benefit
services, employee assistance programs and psychiatric disability benefit
services that reach more than 22 million individuals.

         Optum provides personalized health services through its care
management, condition management, and longitudinal care management products,
and health information assistance, support and related services designed to
improve the health and well-being of the more than 24 million individuals it
serves.

         United Resource Networks is the gateway to highly specialized critical
care programs at more than 160 medical centers in the United States for
approximately 46 million individuals.

         Dental Benefit Providers and affiliates provide dental benefit
management and related services through relationships with nearly 65,000
contracted dental providers for approximately 4 million individuals.

         PacificDental Benefits was acquired by Specialized Care Services on
May 31, 2005 and provides dental benefit management and related services to
approximately 713,000 individuals.

         National Benefit Resources is a managing general underwriter that
originates and administers medical stop loss insurance provided to employers
with self-funded employee benefit plans.

         Spectera is Specialized Care Services' operating platform for the
vision benefit market. Spectera administers vision benefits for approximately
nine million individuals through employer sponsored benefit plans. Spectera
provides comprehensive vision care services through its national network of
more than 19,000 private doctors' offices and retail store locations.

         ACN Group provides benefit administration, network management and
access to chiropractic, physical therapy and other complementary and
alternative health care services through its network of contracted providers to
approximately 19 million consumers.

         Through its Unimerica Workplace Benefits group and licensed insurance
company, Specialized Care Services markets the sale of group life and accident
insurance and complementary group insurance products to small, medium and large
employer groups.

         4.       Ingenix
                  -------

         Ingenix operates in the field of health care information, serving
multiple health care markets on a business-to-business basis. Ingenix products
include databases for benchmarking and reimbursement methodology development,
software to analyze and report costs and utilization of services, data
management services, physician credentialing and provider directory services,
HEDIS reporting, fraud and abuse detection and prevention services, and claims
editing software.

Officers and Directors
- ----------------------

         Exhibit L-1-a is an organizational chart showing UHG's management
structure, including its directors and executive officers. Exhibit M-1-a
includes a narrative description of Exhibit L-1-a. Exhibit M-2-c includes the
names, business addresses and biographical information of the current directors
and executive officers. UHG's current officers and directors will not change as
a result of the Merger.

Acquisition LLC
- ---------------

         UHG will acquire the Plan and its affiliates by the merger of PHS with
and into Acquisition LLC, a newly-formed limited liability company, which was
organized under the laws of Delaware on June 30, 2005. Acquisition LLC is a
wholly-owned subsidiary of UHG. As a result of the Merger, the separate
corporate existence of PHS will cease, and Acquisition LLC will change its name
to PacifiCare Health Systems, LLC and survive as a wholly-owned subsidiary of
UHG. Alternatively, under certain circumstances set forth in the Merger
Agreement, at UHG's option, the transactions contemplated by the Merger
Agreement shall be effected by merging a direct wholly-owned corporate
subsidiary of UHG with and into PHS, with PHS being the surviving entity. (See
Exhibit E-4, ss.1.08.)

         Exhibit F-1-d is a copy of Acquisition LLC's Certificate of Formation.
Exhibit F-1-d-i is a copy of Acquisition LLC's Limited Liability Company
Agreement ("LLC Agreement"). There are no plans to amend the Certificate or LLC
Agreement prior to the effective time of the Merger. If any such amendments
occur, the Plan will amend this Notice to include the amended Certificate or
LLC Agreement as the case may be. Exhibit G-2-b is Acquisition LLC's executed
Authorization for Disclosure of Financial Records. Within 10 business days of
the effective date of the Merger, the Plan will file an Authorization for
Disclosure of Financial Records executed by the surviving entity, which will be
named PacifiCare Health Systems, LLC.

         Exhibit L-3 is a chart depicting Acquisition LLC's organizational
structure. Exhibit M-1-b is a narrative description of Exhibit L-3. Exhibit
M-2-c-i includes statements regarding individuals occupying certain positions
at Acquisition LLC. There will be no change in Acquisition LLC's member,
managers or executive officers as a result of the Merger.

Acquisition LLC Capital Structure
- ---------------------------------

         Acquisition LLC is a Delaware single member limited liability company,
of which UHG is the single member holding all interests in it. Acquisition LLC
has no debt.

II.      THE PROPOSED CHANGE IN CONTROL
         ------------------------------

         The Plan is currently an indirect subsidiary of PHS. A change in
control will occur upon closing of the transactions contemplated in the Merger
Agreement, at which time UHG will indirectly own 100% of the Plan's voting
securities. In accordance with the Merger Agreement, UHG will acquire the Plan
and its affiliates by the merger of PHS with and into Acquisition LLC. As a
result of the Merger, the separate corporate existence of PHS will cease, and
Acquisition LLC will survive as a wholly-owned subsidiary of UHG. Acquisition
LLC will be renamed PacifiCare Health Systems, LLC, and succeed to the rights
and obligations of PHS. With Acquisition LLC indirectly owning all of the
outstanding voting securities of the Plan, the Plan will become an indirect,
wholly-owned subsidiary of UHG.

         Alternatively, under certain circumstances set forth in the Merger
Agreement, at UHG's option, the transactions contemplated by the Merger
Agreement shall be effected by merging a direct wholly-owned corporate
subsidiary of UHG with and into PHS, with PHS being the surviving entity. (See
Exhibit E-4, ss.1.08.) Exhibit L-2 shows the organizational structure of UHG
and its affiliates (including the Plan) following completion of the Merger. The
Plan will file an amendment to this Notice in the event the parties amend the
Merger Agreement in any way prior to completion of the transactions
contemplated therein.

Merger Consideration
- --------------------

         Upon completion of the Merger, each outstanding share of PHS common
stock (other than shares held by PHS as treasury stock or held by a person who
has not voted in favor of the Merger or consented thereto in writing and who
has demanded appraisal for such shares in accordance with Delaware law) will be
converted into the right to receive 1.10 shares of UHG's common stock, par
value $0.01 per share, and $21.50 in cash. (See Exhibit E-4, ss.2.01(c).) Such
stock and cash are collectively referred to here as the "Merger Consideration."
The exchange ratio is fixed and will not be adjusted to reflect changes in the
market price of UHG's common stock prior to the date of the Merger.
Accordingly, the implied value of the Merger Consideration will fluctuate with
the market price of UHG's common stock.

Valuation and Fairness Opinions
- -------------------------------

         The basis and terms of the Merger, including the Merger Consideration,
resulted from arm's-length negotiations between the respective management and
representatives of UHG and PHS. UHG performed a comprehensive due diligence
investigation of PHS and its subsidiaries and utilized widely accepted
valuation techniques, including discounted cash flow and guideline company
methodologies, among other factors, to obtain an indication of value for
determining the amount of the Merger Consideration. Exhibit E-1-d consists of
copies of the two fairness opinions provided to the PHS board of directors.

Board Resolutions and LLC Consent
- ---------------------------------

         The UHG and PHS boards of directors and the sole member of Acquisition
LLC, after a comprehensive due diligence review and analysis under accepted
valuation techniques, have approved the transactions contemplated by the Merger
Agreement, determining that the Merger Agreement and related agreements are
advisable and in the best interests of their respective stockholders and in the
case of Acquisition LLC, its member. Resolutions of the UHG and PHS boards of
directors authorizing the Merger Agreement and the Written Consent of
Acquisition LLC's sole member authorizing the Merger Agreement are filed as
Exhibit E-1-a, Exhibit E-1-b, and Exhibit E-1-c, respectively. The Merger
Agreement does not require approval of the Plan's board of directors.

PHS Shareholder Approval
- ------------------------

         Completion of the Merger will require the approval of PHS
shareholders. The Plan will provide appropriate notice to the Department
following such approval. The Merger does not require the approval of UHG
shareholders since it does not involve the issuance of more than 20 percent of
the outstanding stock of UHG.

Financing Arrangements
- ----------------------

         Neither the Plan, nor any of its current affiliates will be party to
any financing arrangements related to the Merger.

         UHG expects to fund the cash portion of the Merger Consideration
through a combination of available cash held by UHG and the issuance of
commercial paper (unsecured, short-term promissory notes to institutional
investors). UHG expects to re-finance the commercial paper issuance through the
issuance of corporate bonds (the "Refinancing Bonds"). The timing of the
issuance of the Refinancing Bonds will be dependent upon bond market
conditions, but is expected to occur within twelve months of the closing of the
Merger. On June 30, 2005, UHG executed a commitment letter with two financial
institutions, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., in
which the institutions agreed to provide a $3 billion loan facility with a 364
day term (the "364-Day Credit Facility") to serve as backup liquidity to the
proposed commercial paper issuance. The 364-Day Credit Facility will be
terminated upon issuance of the Refinancing Bonds. The terms of the 364-Day
Credit Facility are substantially similar to UHG's existing revolving credit
facility.

         In connection with the issuance of any commercial paper or Refinancing
Bonds, UHG will not pledge its own securities or the securities of any of its
insurance or HMO subsidiaries (including the Plan), nor will any such insurance
or HMO subsidiary (including the Plan) provide any guarantees, pledge any
assets or issue debt or equity to repay any commercial paper or other debt
obligations of UHG.

         UHG is, however, a holding company which depends on its regulated and
unregulated operating subsidiaries for income. As such, UHG anticipates
receiving dividends from its operating subsidiaries in the ordinary course of
business and subject to applicable state law, and such dividends will be used
to pay the interest and principal on the commercial paper and any corporate
bond financing. Limitations on payment of dividends are addressed in more
detail below under "Financial Representations."

         The existing debt of PHS is expected to be repaid upon completion of
the Merger through a combination of (1) available cash and cash equivalents and
(2) a loan from UHG to PHS for the remainder of the debt. Neither the Plan, nor
any other regulated subsidiary will be a party to or an obligor on any loan
between UHG and PHS, and no pledge of assets or guarantees will be given by or
on behalf of the Plan or any of UHG's other regulated subsidiaries in
connection with the repayment of PHS's debt upon the completion of the Merger.

Financial Projections
- ---------------------

         The Plan will soon file an amendment to include in the confidential
portion of the Notice:

   1.    A projected balance sheet and income statement (including a cash flow
         schedule) for PHS covering the four quarters immediately preceding the
         Merger;

   2.    A projected balance sheet and income statement (including a cash flow
         schedule) for UHG covering the four quarters immediately preceding the
         Merger; and

   3.    A projected cash flow schedule (including dividends or other cash
         distributions) for the Plan and the combined UHG entity for the five
         years following completion of the Merger. The projections will be on a
         quarterly basis for the first year and on an annual basis for each of
         the four succeeding years, and will include all assumptions. Operating
         synergy cost savings will be projected through December 31, 2006.

         The target date for completing the Merger is September 30, 2005. To be
conservative, however, the projections will assume a completion of the Merger
on December 31, 2005.

Rating Reports
- --------------

         Exhibit E-1-e includes rating reports issued by Standard & Poors,
Moody's Investors Service, and A.M. Best Company following announcement of the
Merger.

Regulatory Filings in California and Other States
- -------------------------------------------------

         The parties' respective obligations to complete the Merger are subject
to the prior satisfaction of certain conditions, including the receipt of all
necessary regulatory approvals, including approval of the DMHC. In connection
with the Merger, UHG has submitted to the California Department of Insurance
("DOI") a Form A, Statement Regarding the Acquisition of Control of a
Commercially Domiciled Insurer, relating to its proposed acquisition of the
Plan's insurance company affiliate, PacifiCare Life & Health Insurance Company.
The Plan has concluded the Merger is not subject to the review or approval of
any other California regulatory or administrative agencies, other than the DMHC
and DOI. The Merger is, however, pending regulatory review in the following
other states: Arizona, Colorado, Indiana, Nevada, Oklahoma, Oregon, Texas,
Washington and Wisconsin.

Filings with Federal Agencies
- -----------------------------

         In connection with the Merger, UHG and PHS will soon be submitting
filings with the U.S. Securities and Exchange Commission ("SEC"), the Federal
Trade Commission ("FTC"), and the U.S. Department of Justice Antitrust
Division. The Plan will amend this Notice to include copies of the SEC, FTC and
Antitrust Division filings (and any future material amendments to the federal
filings, if applicable) after they have been submitted. Additionally, the Plan
will submit an informational filing to the Centers for Medicare and Medicaid
Services. The Merger does not require the review or approval of any federal
agencies, except as noted above.

Timelines and Plans for Implementation
- --------------------------------------

         The current target date for completion of the Merger is September 30,
2005, or as soon thereafter as all regulatory approvals are obtained. The Plan
therefore requests that the Director issue an order approving the change in
control on or before September 30, 2005. The Plan anticipates that a
Certificate of Merger will be filed in the State of Delaware on or about
September 30, 2005, subject to receipt of all regulatory approvals.

         UHG has no current plans to merge or consolidate the Plan with any
person or persons, or to make any other material change in any of the Plan's
business operations or corporate structure resulting from or caused by the
Merger. As discussed herein, the Merger will not result in any material changes
to the administrative or operational features of the Plan or its executive
management. The Plan will file appropriate amendments to this Notice or to its
other plan documents in the event plans for any such changes are developed
before or following completion of the Merger.

         Officers and Directors
         ----------------------

         The directors and officers of the Plan will not change as a result of
the Merger, and no Plan directors or officers will serve on boards or
committees interlocking with boards or committees of UHG or Acquisition LLC.

         Executive Compensation
         ----------------------

         A summary of the impact of the proposed Merger on executive
compensation is included in Exhibit E-1-f.


III.     NO ADVERSE IMPACT ON ORGANIZATIONAL OR
         --------------------------------------
         ADMINISTRATIVE CAPACITY OR FINANCIAL VIABILITY
         ----------------------------------------------

         The Plan's Articles of Incorporation and Bylaws will not change as a
result of the Merger. Immediately following completion of the Merger, the Plan
will continue to maintain its separate corporate existence and will continue to
be managed from its current headquarters. As noted above, UHG has no current
plans to merge or consolidate the Plan with any person or persons, or to make
any other material change in any of the Plan's business operations or corporate
structure resulting from or caused by the Merger.

Organizational/Administrative Capacity
- --------------------------------------

         Except as set forth in this Notice, the proposed transaction will not
have any impact on the Plan's organizational or administrative capacity.
Specifically, there are no plans to remove Plan books or records from the State
of California, nor any current plans to materially change Plan staffing levels,
information systems (including eligibility and claims processing systems), or
current policies or procedures for the marketing, supervision of marketing, or
solicitation of Plan contracts as a result of the Merger.

         Following consummation of the Merger, UHG currently expects that the
Administrative and Solicitor Firm Services Agreement in effect between PHPA and
the Plan will remain in effect. Since the PHPA employees are expected to become
employees of United HealthCare Services, Inc. ("UHS"), certain administrative
responsibilities of PHPA under such agreement may be delegated to UHS, the UHG
subsidiary that provides various management and administrative services to
affiliates throughout the UHG holding company system.

         Prior to completion of the Merger, the Plan will file appropriate
amendments to this Notice in the event the parties develop any proposals to
change Plan operations in any material respect, whether the change is of a type
described above or otherwise. Following completion of the Merger, the Plan will
submit appropriate filings with regard to future structural or operational
changes in its plan business.

Financial Viability
- -------------------

         The Merger will have no adverse impact on the Plan's financial
viability. Following completion of the Merger, the Plan will continue to meet
or exceed all financial viability and TNE requirements set forth in the Act and
applicable Rules. The Plan will submit an appropriate filing prior to executing
any new or amended tax sharing arrangements.

         No Transaction Expense Charged to the Plan
         ------------------------------------------

         No transaction expenses resulting from the Merger will be charged to
the Plan directly or indirectly, through administrative services agreements,
allocation of administrative costs, or otherwise.

         Financial Representations
         -------------------------

         As noted above, neither the Plan, nor any of its current affiliates
will be party to any financing arrangements in connection with the Merger. In
addition, the Plan makes the following representations:

1.       The Plan will not declare or pay dividends, make other distributions
         of cash or property, or in any other way upstream any funds or
         property if such actions would cause the Plan to fail to comply with
         the tangible net equity requirements of Rule 1300.76 at all times or
         would result in insufficient working capital or insufficient cash
         flows necessary to provide for the retirement of existing or proposed
         indebtedness as it comes due or that would adversely affect the
         ability of the Plan to provide health care services required by the
         Act or applicable Rules.

2.       The Plan will not co-sign or guarantee any portion of any current or
         future loans and/or credit agreements entered into by the
         shareholders, or any affiliates, and the Plan will not permit any
         portion of loans obtained pursuant to credit agreements or otherwise,
         by shareholders or affiliates to be assumed by the Plan; and the Plan
         will not pledge or hypothecate its assets or capital stock in any way
         in connection with any current or future loans of shareholders or
         affiliates without the prior submission of a Notice of Material
         Modification as required under Health and Safety Code section 1352 and
         prior approval by the Department.

3.       The Plan will ensure that written disclosure of representations (1)
         and (2) above is given to any and all current/future holders of any
         loans and/or credit agreements or any affiliates of shareholders or
         any affiliate of the Plan to the extent that Plan assets and/or stock
         are involved in such loans and/or credit agreements to ensure that the
         holder of such instrument(s) has written notice that the satisfaction
         of any obligations under such instruments is subordinated to the
         Plan's obligations under the Act and Rules thereunder.

         Fiscal Arrangements
         -------------------

         Following completion of the Merger, there will be no change in persons
who have loaned funds to the Plan for the operation of its business, and the
Plan will maintain its existing reserves, which will not be adversely impacted
by the Merger. The Plan's existing arrangements for required bonds and
insurance (including D&O coverage) will remain in place until they can be
transitioned over several months following completion of the Merger to bonds
and insurance coverage maintained by UHG for all of its affiliates, with terms
at least as favorable as the Plan's existing arrangements.

         Dividends or Distributions
         --------------------------

         UHG has no plans or proposals to liquidate the Plan, merge or
consolidate the Plan with any person or persons, or to make any material change
in any of the Plan's business operations or corporate structure resulting from
or caused by the Merger. Nor are there any plans to declare an extraordinary
dividend, make other distributions, or to sell any of the Plan's assets (except
for investment transactions and minor asset dispositions in the ordinary course
of business or dividend payments consistent with the Plan's past practice).

IV.      NO ADVERSE IMPACT ON HEALTH CARE DELIVERY SYSTEM,
         -------------------------------------------------
        SUBSCRIBERS OR ENROLLEES
        ------------------------

         The Merger will have no adverse impact on the Plan's health care
delivery system. For example, there will be no changes to the Plan's:

         a)   Geographical service area (Exhibit H)
         b)   Provider network (Exhibits I-1 through I-3)
         c)   Calculation of provider-enrollee ratios (Exhibit I-4)
         d)   Standards of accessibility (Exhibit I-5)
         e)   Referral system (Exhibit I-5)
         f)   Quality assurance program (Exhibit J)
         g)   Utilization management system (Exhibit I-6, Exhibit J)
         h)   Provider contracts (Exhibit K)
         i)   Subscriber agreements or disclosure documents
              (Exhibits P, Q, S, T, and U)
         j)   Grievance resolution policies or procedures (Exhibit W)
         k)   Pharmacy benefits (including its formulary, pharmacy benefits
              manager, or drug exclusions) (Exhibits U and K) l)
         l)   Preventive or disease management programs or services (Exhibit U)

V.       EXHIBITS INCLUDED IN THE NOTICE

         The Notice is based on this Exhibit E-1 and the following exhibits:

Exhibit D-2             Filings with Other State and Federal Agencies

Exhibit E-1-a           UHG Board Resolution Authorizing Merger Agreement

Exhibit E-1-b           PHS Board Resolution Authorizing Merger Agreement

Exhibit E-1-c           Acquisition LLC Written Consent Authorizing Merger
                        Agreement

Exhibit E-1-d           Fairness Opinions Provided to PHS Board of Directors

Exhibit E-1-e           Rating Reports

Exhibit E-1-f           Executive Compensation Summary

Exhibit E-4             Agreement and Plan of Merger dated as of July 6, 2005
                        by and among UHG, Acquisition LLC and PHS, with
                        Redacted Company  Disclosure Letter.

Exhibit E-8             Confidential Unredacted Company Disclosure Letter

Exhibit F-1-a-i         UHG Amended Articles of Incorporation

Exhibit F-1-a-ii        UHG Bylaws

Exhibit F-1-d           Acquisition LLC Certificate of Formation

Exhibit F-1-d-i         Acquisition LLC Limited Liability Company Agreement

Exhibit F-3             Controlling Persons

Exhibit F-4             Criminal, Civil and Administrative Proceedings

Exhibit G-2-a           UHG Authorization for Disclosure of Financial Records

Exhibit G-2-b           Acquisition LLC Authorization for Disclosure of
                        Financial Records

Exhibit GG-1-a          UHG Annual Reports to Shareholders (including UHG
                        Audited Consolidated Financial Statements and auditor's
                        reports) for fiscal years ended: December 31, 2000,
                        December 31, 2001, December 31, 2002, December 31, 2003,
                        and December 31, 2004

Exhibit GG-1-a-i        UHG Form 10-Q for the period ended March 31, 2005

Exhibit L-1             Organization Chart -- UHG and affiliates (pre-Merger)

Exhibit L-1-a           Organization Chart -- UHG Directors and Officers

Exhibit L-2             Organization Chart -- post-closing affiliations of UHG,
                        Acquisition LLC (PacifiCare Health Systems, LLC), PHS
                        and the Plan

Exhibit L-3             Organization Chart -- Acquisition LLC Managers and
                        Officers (Pre-Merger)

Exhibit L-3-a           Organization Chart -- Acquisition LLC Managers and
                        Officers (Post-Merger)

Exhibit M-1-a           Narrative Description of UHG Organization Chart
                        (Pre-Merger)

Exhibit M-1-a-i         Narrative Description of UHG Organization Chart
                        (Post-Merger)

Exhibit M-1-b           Narrative Description of Acquisition LLC Organization
                        Chart (Pre-Merger)

Exhibit M-1-b-i         Narrative Description of Acquisition LLC Organization
                        Chart (Post-Merger)

Exhibit M-2-c           Statements re Individuals Identified in Exhibits L-1-a

Exhibit M-2-c-i         Statements re Individuals Identified in Exhibits L-3
                        and L-3-a

         Based on the above, the Plan respectfully requests that the Director
issue an Order approving the change in control as described in this Notice.


Additional Information about the Acquisition and Where to Find It

         In connection with the proposed merger (the "Merger") of PacifiCare
Health Systems, Inc. ("PacifiCare") and UnitedHealth Group Incorporated
("UnitedHealth Group") and the other transactions contemplated by the Agreement
and Plan of Merger between PacifiCare, UnitedHealth and Point Acquisition LLC,
dated as of July 6, 2005 (the "Merger Agreement"), on August 11, 2005
UnitedHealth Group filed preliminary materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement on Form S-4 that
contains a preliminary prospectus and a preliminary proxy statement. These
materials are not yet final and will be amended. INVESTORS AND HOLDERS OF
PACIFICARE COMMON STOCK ARE URGED TO READ THE DEFINITIVE VERSIONS OF THE
PROSPECTUS AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT PACIFICARE, UNITEDHEALTH GROUP AND THE
MERGER. The preliminary materials filed on August 11, 2005, the definitive
versions of these materials and other relevant materials (when they become
available), and any other documents filed by PacifiCare or UnitedHealth Group
with the SEC, may be obtained for free at the SEC's website,
http://www.sec.gov. In addition, investors and PacifiCare stockholders may
obtain free copies of the documents filed with the SEC by PacifiCare by a
written request to PacifiCare Health Systems, Inc., 5995 Plaza Drive, Cypress,
CA 90630, Attention: Investor Relations.

Participants in the Solicitation

         PacifiCare and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the holders of PacifiCare
common stock in connection with the transactions contemplated by the Merger
Agreement. Information about the directors and executive officers of PacifiCare
is set forth in the proxy statement for PacifiCare's Annual Meeting of
Stockholders, which was filed with the SEC on April 13, 2005. Investors may
obtain additional information regarding the interests of such participants in
the Merger and the other transactions contemplated by the Merger Agreement by
reading the prospectus and proxy solicitation statement if and when they become
available.

         This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.

Forward-Looking Statements
- --------------------------

This document may contain statements, estimates or projections that constitute
"forward-looking" statements as defined under U.S. federal securities laws.
Generally the words "believe," "expect," "intend," "estimate," "anticipate,"
"could," "may," "project," "will" and variations thereof or similar expressions
identify forward-looking statements, which generally are not historical in
nature. These forward-looking statements are based on current expectations and
projections about future events. By their nature, forward-looking statements
are not guarantees of future performance or results and are subject to risks
and uncertainties that cannot be predicted or quantified and, consequently,
actual results may differ materially from our historical experience and our
present expectations or projections. These risks and uncertainties include,
among others, our ability to consummate the Merger with UnitedHealth, to
achieve expected synergies and operating efficiencies in the Merger within the
expected time-frames or at all and to successfully integrate our operations;
such integration may be more difficult, time-consuming or costly than expected;
revenues following the Merger may be lower than expected; operating costs,
customer loss and business disruption, including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the Merger; the regulatory
approvals required to complete the Merger may not be obtained on the terms
expected or on the anticipated schedule; our ability to meet expectations
regarding the timing, completion and tax treatment of the Merger and the value
of the merger consideration; and those risks and uncertainties found in our
filings and reports filed with the Securities and Exchange Commission from time
to time, including our annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are made.
Except to the extent otherwise required by federal securities laws, we do not
undertake to publicly update or revise any forward-looking statements.