Exhibit 10.9

                         MAGELLAN HEALTH SERVICES, INC.
                         ------------------------------

                         2003 MANAGEMENT INCENTIVE PLAN

                        NOTICE OF RESTRICTED STOCK AWARD
                  REFERENCE No. 2004-___-2 (Steven J. Shulman)
                              As of January 5, 2004


         THIS AWARD IS GRANTED PURSUANT TO A RESTRICTED STOCK AWARD AGREEMENT
BETWEEN THE COMPANY AND THE GRANTEE DATED AS OF JANUARY 5, 204, DESIGNATED NO.
2004-___

NAME OF GRANTEE:                 Steven J. Shulman

TOTAL NUMBER OF SHARES
SUBJECT TO AWARD:                83,963 shares (1) of Ordinary Common Stock of
                                 Magellan Health Services, Inc. ("Shares")

TYPE OF BENEFIT:                 Restricted Stock Award, zero purchase price, no
                                 Right of Repurchase

PURCHASE PRICE PER SHARE:        $ 11.91 (As amended March 26, 2004 - See Note
                                 1)

DATE OF GRANT:                   January 5, 2004 (As amended March 26, 2004 -
                                 See Note 1)

VESTING:                         All the Shares shall vest in full on the
                                 earlier of January 5, 2005 or the earlier
                                 termination of Grantee's employment by the
                                 Company.

RIGHT OF REPURCHASE:             None.

RESTRICTIONS ON TRANSFER:        None of the Shares granted herein may be
                                 Transferred until vested except as otherwise
                                 permitted by the Award Agreement.


By signing your name below, you accept this award and acknowledge and agree that
this award is granted under and governed by the terms and conditions of Magellan
Health Services, Inc. 2003 Management Incentive Plan and the related Restricted
Stock Award Agreement, reference number 2004-___, both of which are hereby made
a part of this document.


GRANTEE:                              MAGELLAN HEALTH SERVICES, INC.

- ---------------------                 By:
                                              ----------------------------------

                                      Name:
                                              ----------------------------------

                                      Title:

                                              ----------------------------------

- ----------------
(1)  Granted pursuant to Grantee's Employment Agreement with the Company dated
     January 5, 2004: 83,752 Shares granted on January 5, 2004 and adjusted by
     211 Shares to 83,963 Shares by action of the Committee as of March 26,
     2004.