<PAGE>
                                                                     EXHIBIT 4.3

                               FIRST AMENDMENT TO

                         1996 SPECIAL STOCK OPTION PLAN

         WHEREAS, UICI maintains the 1996 Special Stock Option Plan (the
"Plan"); and

         WHEREAS, UICI now deems it desirable to amend the Plan;

         NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to UICI in Section 7 of the Plan, the Plan is hereby amended in the
following particulars:

         1. By deleting paragraph 4(d) of the Plan and substituting the
following new paragraph therefore:

            "(d) How Options are Exercised; Payment Upon Exercise of Options.
            The option holder may exercise an option granted hereunder by giving
            written notice to the Company specifying the number of shares to be
            purchased and payment of the full purchase price for the shares
            being purchased. Upon exercise of an option, the option price for
            the shares to be purchased shall be paid for, at the election of the
            optionee:

            (1) In cash;

            (2) By tendering shares of previously-owned Common Stock that have
                been held by the optionee for at least six months with a fair
                market value (calculated at the closing price at which the
                Common Stock is traded on the day of tender) equal to the total
                exercise price;

            (3) By a recourse loan from the Company to the optionee for the
                amount of the total exercise price. The terms of the note or
                loan agreement shall be determined by the Committee, interest
                shall not exceed prime plus 1% at the time of the loan, and the
                principal and interest shall not be due thereunder until at
                least the end of the twelfth (12th) month after the date of the
                loan or one (1) month after termination of employment, whichever
                is earlier; or

            (4) By any combination of the above."

         2, By adding the following paragraph as new paragraph 4(f) of the Plan:

         "(f)     Withholding Taxes. Exercise of an option under the Plan is
                  contingent on the optionee's satisfaction of all applicable
                  withholding taxes with respect to such exercise. Such taxes
                  shall be paid (i) in cash, (ii) by having the Company withhold

                                                                          Page 1
<PAGE>

                  a number of the optioned shares sufficient to satisfy the
                  Company's minimum statutory federal, state, local and
                  employment tax withholding obligations with respect to the
                  option exercise, (iii) by the optionee's tender of
                  previously-owned shares of Common Stock (valued at the closing
                  price of the Common Stock on the tender date); provided,
                  however, tender of previously-owned shares to pay withholding
                  taxes in excess of the Company's minimum statutory withholding
                  obligation shall be permitted only if the optionee has owned
                  such shares at least six months, or (iv) in any combination of
                  the foregoing, provided that the Committee determines such
                  payment will not result in a charge to earnings for financial
                  accounting purposes."

         IN WITNESS WHEREOF, UICI has caused this amendment to be executed
effective as of June 27, 2003.

                                    UICI


                                    /s/ GLENN W. REED
                                    -------------------------------------------
                                    Glenn W. Reed
                                    Executive Vice President and General Counsel


                                                                          Page 2
<PAGE>

                                      UICI

                         1996 SPECIAL STOCK OPTION PLAN
                                 (NON-QUALIFIED)

         UICI, a Delaware corporation ("UICI" or the "Company"), hereby
establishes the 1996 Special Stock Option Plan (the "Plan").

1.       PURPOSE OF PLAN

                  The purpose of the Plan, established the 6th day of November,
         1996, is to provide non-qualified stock options to those employees of
         AMLI Realty Co. ("AMLI") surrendering their current AMLI non-qualified
         stock options for cancellation pursuant to a Stock Exchange Agreement
         entered into October 15, 1996 between UICI and AMLI (the "Agreement").

2.       STOCK SUBJECT TO THE PLAN

                  The total number of shares of Common Stock of the Company for
         which options are to be granted under this Plan is 91,150 shares. Any
         option granted hereunder shall be forfeited if not exercised before the
         Expiration Date.

3.       ELIGIBILITY

                  The options are granted to those individuals set forth on
         Exhibit A attached hereto, and are granted subject to the consummation
         of the stock exchange contemplated by the Agreement.

4.       TERMS AND CONDITIONS OF STOCK OPTIONS

                  All options granted under this Plan shall be subject to all
         the applicable provisions of the Plan, including the following terms
         and conditions:

                           (a) Option Price. The option price shall be as set
                  forth opposite the option holder's name on Exhibit A attached
                  hereto and made a part hereof.

                           (b) When Options Expire. No option shall be
                  exercisable after the Expiration Date. The Expiration Dates
                  for the options granted hereunder are set forth opposite the
                  option holder's name on Exhibit A attached hereto and made a
                  part hereof.


1996 SPECIAL STOCK
OPTION PLAN                                                               PAGE 3
<PAGE>
                           (c) When Options Become Exercisable. The options
                  granted pursuant to this Plan are exercisable under the same
                  terms as they were under the applicable AMLI Option Award
                  Agreement.

                           (d) How Options Are Exercised; Payment Upon Exercise
                  of Options. The option holder may exercise an option granted
                  hereunder by giving written notice to the Company specifying
                  the number of shares to be purchased and accompanied by a
                  check or money order payable to the Company in the full amount
                  due upon exercising the option.

                           To assist the option holder in exercising all or any
                  portion of any options granted under the Plan, the Company
                  agrees to lend to option holder a sum of money equal to the
                  option price minus $.01 per share par value for the shares
                  being purchased, such loan to bear interest at a rate of 2%
                  under the prime commercial lending rate of Texas Commerce
                  Bank, N.A., Dallas, Texas, with a ten year amortization rate
                  and a balloon after five years, payable quarterly in arrears.
                  This loan is to be secured by the UICI stock purchased with
                  the loan.

                           (e) Options Not Transferable. The option by its terms
                  shall be personal and shall not be transferable by the
                  optionee other than by will or by the laws of descent and
                  distribution. During the lifetime of an optionee, the option
                  shall be exercisable only by him, or by a duly appointed legal
                  representative.

5.       RIGHTS OF OPTIONEES

                  (a)  No person shall have any rights or claims under the Plan
                       except in accordance with the provisions of the Plan.

                  (b)  Nothing contained in the Plan shall be deemed to give any
                       optionee the right to a continuance of any relationship
                       with the Company or its subsidiaries.

6.       CHANGES IN CAPITAL

                  If the outstanding Common Stock of the Company subject to the
         Plan shall at any time be changed or exchanged by declaration of a
         stock dividend, stock split, combination of shares, recapitalization,
         merger, consolidation or other corporate reorganization in which the
         Company is the surviving corporation, the number of kind of shares
         subject to this Plan and the option prices shall be appropriately and
         equitably adjusted so as to maintain the option price thereof. In the
         event of a dissolution or liquidation of the Company or a merger,
         consolidation, sale of all or substantially all of its assets, or other


1996 SPECIAL STOCK
OPTION PLAN                                                               PAGE 4
<PAGE>
         corporate reorganization in which the Company is not the surviving
         Corporation, or any merger in which the Company is the surviving
         corporation but the holders of its Common Stock receive securities of
         another corporation, there shall be substituted for any outstanding
         options hereunder a new option by the surviving corporation, pursuant
         to which optionees shall receive not less than substantially the same
         economic benefit as they would have received under the Plan. The
         existence of the Plan or options hereunder shall not in any way prevent
         any transaction described herein, and no holder of an option shall have
         the right to prevent such transaction.

7.       AMENDMENTS

                  The Board of Directors of the Company may amend, alter or
         discontinue the Plan, but no amendment, alteration or discontinuation
         shall be made which would impair the rights of any holder of an option
         theretofore granted, without his consent.


                                             /s/ RONALD L. JENSEN
                                             -----------------------------------
                                             Ronald L. Jensen
                                             Chairman of the Board of Directors
                                             of the Company and Chairman of the
                                             Stock Option Committee













1996 SPECIAL STOCK
OPTION PLAN                                                               PAGE 5
<PAGE>
                                   EXHIBIT "A"

<Table>
<Caption>
                                 Number          Exercise        Expiration
Name                           of Options         Price             Date
----                          ------------     ------------     ------------
<S>                           <C>              <C>              <C>

John E. Allen                       17,624     $      12.43         01/15/04

David C. Lambert                     8,124     $      12.43         01/15/04

Gregory T. Mutz                     35,937     $      12.43         01/15/04

Allan J. Sweet                      11,841     $      12.43         01/15/04

Allan J. Sweet                       7,435     $      13.08         04/01/97

Philip N. Tague                      8,124     $      12.43         01/15/04

Mason Zimmerman                      2,065     $      20.87         01/15/02
</Table>



1996 SPECIAL STOCK
OPTION PLAN                                                               PAGE 4