exv4w2





Exhibit 4.2




 





HealthMarkets, Inc.




Agent’s Total Ownership Plan

(As Amended and Restated Effective April 5, 2006)




(“ATOP”)




 





	 	 	 
	Sponsoring Company	 	Participating Agencies
	HealthMarkets, Inc.

9151 Boulevard 26

North Richland Hills, Texas 76180

	 	UGA - Association Field Services,

a division of The MEGA Life and

Health Insurance Company

500 Grapevine Highway, Suite 300

Hurst, Texas 76054
	 
	 	 
	 

	 	New United Agency, Inc.

500 Grapevine Highway

Suite 300

Hurst, Texas 76054
	 
	 	 
	 

	 	Performance Driven Awards, Inc.

500 Grapevine Highway

Suite 300

Hurst, Texas 76054






For Information Call:




Ms. Karie Graves

UGA-Association Field Services

500 Grapevine Highway

Suite 300

Hurst, Texas 76054

(817) 255-3839

Karie.Graves@hmamg.com




As Amended and Restated: April 5, 2006




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HEALTHMARKETS, INC.




AGENTS’ TOTAL OWNERSHIP PLAN (ATOP)




ARTICLE I.




DEFINITIONS




          The following capitalized terms shall have the respective meaning assigned to them below. If
not otherwise defined in this plan document, capitalized terms shall have the meaning assigned to
them in AMTOP.



          1.1. “Administrator” means HealthMarkets, or any person or persons authorized by the Board of
Directors of HealthMarkets (the “Board”) to administer ATOP.



          1.2. “Affiliates” means a wholly owned subsidiary of HealthMarkets.



          1.3. “Agent” means any independent insurance agent or independent field services
representative (“FSR”) who is a member of or contracted or associated with a Participating Agency
and who is not an employee of such Participating Agency.



          1.4. “Agent Plan Administrative Committee” shall have the meaning set forth in Section 2.8
hereof.



          1.5. “ATOP” means this HealthMarkets Agents’ Total Ownership Plan, as amended and restated
effective April 5, 2006.



          1.6. “ATOP Account” shall have the meaning set forth in Section 6.1 hereof.



          1.7. “AMTOP” means the HealthMarkets Agency Matching Total Ownership Plan, as amended and
restated effective April 5, 2006.



          1.8. “Base Monthly Contribution” means the maximum amount that a Participant may contribute
each month to his or her ATOP Account (exclusive of any Enhancement Amount), as calculated under
the formula set forth in the Contribution Addendum for each applicable Participating Agency, which
Addenda are incorporated by reference into this ATOP plan document and in no event shall the Base
Monthly Contribution exceed $2,000.



          1.9. “Beneficiary” means the person or persons to whom a deceased Participant’s benefits are
payable under Section 8.9.



          1.10. “Board” shall mean the Board of Directors of HealthMarkets as constituted from time to
time.



          1.11. “Calendar Year” means the twelve-month period commencing on January 1 and ending on
December 31.



          1.12. “Contract” means “Independent Insurance Agent Commission-Only Contract and/or FSR
Agreement between the Participant and a Participating Agency.”



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          1.13. “Contribution” means the amount contributed under Article IV by any Participant. All
Contributions shall be in the form of an advance on each Participant’s commissions and shall be
recorded as such on such Participant’s Debit Balance Account.



          1.14. “Contribution Addendum” means the addendum filed with the Administrator by each
Participating Agency setting forth the Base Monthly Contribution for such Participating Agency’s
participating Agents.



          1.15. “Credit Date” means the date that the Administrator will charge the Participant’s
Contributions to his or her Debit Balance Account and credit Shares to the Participant’s ATOP
Account.



          1.16. “Debit Balance Account” means a separate book account of the monetary transactions
between a Participating Agency and Agent with respect to advances, commissions, and related
transactions on insurance policies and/or ancillary products sold through a Participating Agency.



          1.17. “Disability” means a Participant’s physical or mental disability to be determined by
reference to the effective Social Security guidelines.



          1.18. “Dream Team I Shares” at any date of determination shall mean the Initial Dream Team I
Share Balance (as such term is defined in Section 8.5(a) hereof ) less the number of Shares
withdrawn from ATOP as of such date in accordance with Section 8.5(a); “Dream Team II Shares” at
any date of determination shall mean the Initial Dream Team II Share Balance (as such term is
defined in Section 8.5(b) hereof ) less the number of Shares withdrawn from ATOP as of such date in
accordance with Section 8.5(b); and “Dream Team III Shares” at any date of determination shall mean
the Initial Dream Team III Share Balance (as such term is defined in Section 8.5(c) hereof ) less
the number of Shares withdrawn from ATOP as of such date in accordance with Section 8.5(c).



          1.19. “Effective Date” means April 5, 2006.



          1.20. “Enhancement Amount” means the amount, if any, by which a Participant elects under
Section 4.3 to increase his or her monthly Contribution over the Base Monthly Contribution.



          1.21. “Fair Market Value” of a Share shall be determined as of each Valuation Date or Special
Dividend Valuation Date, as applicable, by the Board in good faith. In determining “Fair Market
Value,” the Board will consider (among other factors it deems appropriate) the valuation prepared
by The Blackstone Group (“Blackstone”) in the ordinary course of business for reporting to its
advisory board and investors. Within not more than ten (10) business days following each Valuation
Date or Special Dividend Valuation Date, as applicable, Blackstone will deliver to the Board its
current valuation, and within not more than five (5) business days thereafter the Board shall
deliver to the Sponsoring Company, the Administrator and each Participating Agency its
determination of Fair Market Value of a Share as of the immediately preceding Valuation Date or
Special Dividend Valuation Date, as applicable. References throughout this plan document to the
“current” or “then” Fair Market Value or the Fair Market Value “as of” a particular date shall be
deemed to mean, in each case, the Fair Market Value of a Share as of the immediately preceding
Valuation Date or Special Dividend Valuation Date, as applicable. Notwithstanding the foregoing,
if there is a regular public trading market for such Shares, “Fair Market Value” shall mean, as of
any given date, the mean between the highest and lowest reported sales prices of a Share during
normal business hours on the New York Stock Exchange Composite Tape or, if not listed on such
exchange, on any other national securities exchange on which the Shares are listed or on NASDAQ.



          1.22. “HealthMarkets” means HealthMarkets, Inc. (formerly UICI), a Delaware corporation.



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          1.23. “Indebtedness” shall mean any and all indebtedness (including the principal thereof and
any and all interest accrued thereon) of a Participant owing to HealthMarkets, a Participating
Agency or any Affiliates, including but not limited to the Participant’s and/or the Participant’s
Sub-Agent (as that term is defined in the then current Contract) Debit Balance Account, lead
account debt, Sub-Agent debt, and REAP advance of a Participating Agency or its Affiliates.



          1.24. “ITOP” means the HealthMarkets Initial Total Ownership Plan, as amended and restated as
of April 5, 2006.



          1.25. “Participant” means any individual who contributed to ATOP and who has not experienced a
complete withdrawal under Section 8.3, and any Agent who becomes eligible for and elects to
participate in ATOP.



          1.26. “Participating Agency” means any insurance agency, company or other organization, which,
with the consent of the Sponsoring Company, adopts ATOP.



          1.27. “Period of Ineligibility” means a period of twelve (12) full calendar months during
which a person who was a Participant in ATOP prior to the commencement of such period is not
eligible to participate in ATOP, in accordance with Section 3.2, due to such Participant’s complete
withdrawal under Section 8.3 (a).



          1.28. “Plan Year” means the Calendar Year.



          1.29. “Share” means a share of HealthMarkets’ Class A-2 common stock, $0.01 par value per
share.



          1.30. “Special Dividend” means any cash dividend declared and paid by the Sponsoring Company
with respect to Shares that has been so designated by the Board as a Special Dividend for purposes
of ATOP.



          1.31. “Special Dividend Valuation Date” shall mean the date on which the Board designates and
declares a Special Dividend.



          1.32. “Sponsoring Company” shall mean HealthMarkets.



          1.33. “Termination Date” means the date on which the Participant’s contractual relationship
with a Participating Agency is terminated due to such Participant’s Disability or death, or the
actual date on which the Participant otherwise ceases to be a member of or contracted with a
Participating Agency.



          1.34. “Valuation Date” shall mean each March 31, June 30, September 30 and December 31 of each
Plan Year



          1.35. “Years of Participation” means the number of consecutive full Plan Years elapsed since
the date the Participant first became eligible to participate in ATOP and filed with the
Administrator a properly completed TOP Participant’s Election Form subsequent to the end of such
Participant’s most recent Period of Ineligibility, if any.



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ARTICLE II.




GENERAL




          2.1. History and Purpose – HealthMarkets has established the following plans for the benefit
of agents contracted with Participating Agencies that sell insurance policies and ancillary
products issued by or reinsured by insurance company subsidiaries of HealthMarkets and the FSRs
that enroll members in various membership associations:




	 	A.	 	the HealthMarkets Agents’ Total Ownership Plan I (“ATOP I”), as amended and restated as
of July 1, 2004;
	 
	 	B.	 	the HealthMarkets Agents’ Total Ownership Plan II (“ATOP II”), as amended and restated
as of July 1, 2004;
	 
	 	C.	 	the HealthMarkets Agents’ Matching Total Ownership Plan I (“AMTOP I”), as amended and
restated as of July 1, 2004;
	 
	 	D.	 	the HealthMarkets Agents’ Matching Total Ownership Plan II (“AMTOP II”), as amended and
restated as of July 1, 2004;




Collectively, ATOP I and ATOP II are sometimes referred to herein as the “Agent Contribution
Plans”; AMTOP I and AMTOP II sometimes collectively referred to as the “Agent Matching Plans”; and
the Agent Contribution Plans and the Agent Matching Plans, together with ITOP, are sometimes
collectively referred to as the “TOP Plans.” The Sponsoring Company maintains the TOP Plans to
promote the mutual interests of HealthMarkets and its stockholders, on the one hand, and the agents
contracted with Participating Agencies that sell insurance policies and ancillary products issued
by or reinsured by insurance company subsidiaries of HealthMarkets and the FSRs that enroll members
in various membership associations, on the other hand. Through the TOP Plans, the Sponsoring
Company seeks to provide a continuing incentive to such agents and FSRs to sell such insurance
policies and ancillary products and to enroll such members, thereby providing HealthMarkets and its
stockholders with the benefit of having agents and FSRs whose performance is motivated through a
closer identity of interests with HealthMarkets’ stockholders.




          2.2. Amended and Restated Agent Contribution Plans - As of the Effective Date, (a) the Agent
Contribution Plans shall be consolidated as one plan and thereafter referred to as the
“HealthMarkets Agents’ Total Ownership Plan,” or “ATOP”, (b) each of the Agent Contribution Plans
shall be and is hereby amended and restated in its entirety as provided in this plan document, and
(c) the Agent Matching Plans shall be consolidated as one plan and thereafter referred to therein
and herein as the “HealthMarkets Agents’ Matching Total Ownership Plan,” or “AMTOP”.



          2.3. Shares – As of the Effective Time (as defined in the Agreement and Plan of Merger, dated
as of September 15, 2005 (the “Merger Agreement”), among the Sponsoring Company and certain
entities formed by Blackstone, DLJ Merchant Banking Partners IV, L.P. and Goldman, Sachs & Co), (a)
each share of HealthMarkets common stock then owned by a Participant under any Agent Contribution
Plan shall be converted into the right to receive one Share (as defined in Section 1.29 above) and
shall thereafter be held under, and in accordance with and subject to the terms of, ATOP, and (b)
each Matching Credit then posted to a Participant’s Account under any Agent Matching Plan shall
represent an equivalent book credit representing one Share (as defined in Section 1.29 above) and
shall thereafter constitute a Matching Credit in accordance with and subject to the terms of AMTOP.
The rights and obligations of the holders of each Share shall be as set forth in the Certificate
of Incorporation of



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HealthMarkets (the “Certificate of Incorporation”) to be effective as of the Effective Time
(as defined in the Merger Agreement), the terms of which are specifically incorporated herein by
reference thereto.



          2.4. Non-Qualified Plan. ATOP is not intended to be a qualified plan under Section 401(a) of
the Internal Revenue Code of 1986 (the “Code”) or an employee benefit plan under the Employee
Retirement Income Security Act of 1974 (“ERISA”) and is not subject to the vesting, funding,
nondiscrimination, or other requirements imposed on such plans by the Code and ERISA.



          2.5. Applicable Laws – ATOP shall be construed and administered according to the internal laws
of the State of Texas.



          2.6. Gender and Number – Where the context requires, words in any gender include the other
gender, words in the singular include the plural, and words in the plural include the singular.



          2.7. Evidence – Evidence required of anyone under ATOP may include, but is not limited to,
valid certificates, affidavits, documents, or other information considered pertinent and reliable
by the Administrator.



          2.8. ATOP Administration



          (a) Subject in all respects to the provisions hereof, the Sponsoring Company hereby appoints
the Administrator to control and manage the operation and administration of ATOP.



          (b) The Administrator shall appoint a committee (the “Agent Plan Administrative Committee”),
to consist of five persons, of which four persons shall be members of management of the Company and
one person shall be a representative designated by The Blackstone Group (the “Blackstone
Designee”). The initial members of the Agent Plan Administrative Committee shall be William J.
Gedwed, Mark Hauptman, Bruce Madrid, Troy McQuagge and Matthew S. Kabaker (who shall constitute the
Blackstone Designee). Any vacancy occurring in the Agent Plan Administrative Committee (by death
or resignation or otherwise) may be filled by the affirmative vote of a majority of the remaining
members, provided, however, that each such successor member of the Agent Plan Administrative
Committee shall be approved by The Blackstone Group.



          (c) The Agent Plan Administrative Committee shall act in an advisory capacity to the
Administrator and the Board in connection with the administration of ATOP. The Agent Plan
Administrative Committee shall meet as, if and when required under the terms of ATOP, shall cause
minutes of its proceedings to be prepared and shall regularly report to the Board with respect to
its decisions and deliberations and otherwise upon the request of the Board. At all meetings of
the Agent Plan Administrative Committee, a majority of the members (which for this purpose must
include the Blackstone Designee) shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at which a quorum is in attendance shall be
the act of the Agent Plan Administrative Committee, in each case if and so long as either the Board
or the Blackstone Designee consents to the taking of such action by the Agent Plan Administrative
Committee.



          (d) Notice of meetings of the Agent Plan Administrative Committee shall be made to each member
within not less than two (2) business days prior to such meeting, which notice shall be made either
(i) in person, (ii) in writing, (iii) by email, telecopy, or similar means, or (iv) by any other
method permitted by law. Any action which may be taken at a meeting of the Agent Plan
Administrative Committee may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the members, and such consent shall have the same force
and effect as a unanimous vote of such members. The consent may be in one or more counterparts so
long as each member signs



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one of the counterparts. Members may participate in and hold a meeting by means of a
conference telephone or similar communications equipment by means of which persons participating in
the meeting can hear each other.



          (e) The Company shall indemnify and hold harmless, to the full extent permitted by law, each
of the members of the Agent Plan Administration Committee against any and all losses, claims,
damages or liabilities, joint or several, and expenses (including without limitation reasonable
attorneys’ fees and any and all reasonable expenses incurred investigating, preparing or defending
against any litigation, commenced or threatened, or any claim, and any and all amounts paid in any
settlement of any such claim or litigation) to which such member may become subject, insofar as
such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or
expenses arise out of or are based upon the such person’s activities as a member of the Agent Plan
Administration Committee. The provisions of this Section 2.8(e) are intended to be for the benefit
of, and shall be enforceable by, each member of the Agent Plan Administration Committee and their
respective successors, heirs and representatives.



          (f) A designee of each of the GS Investor Group and the DLJ Investor Group shall be entitled
to notice of, to attend and to observe the proceedings of each meeting of the Agent Plan
Administrative Committee. For this purpose “DLJ Investor Group” shall mean DLJ Merchant Banking
Partners IV, L.P., DLJ Offshore Partners IV, L.P., MBP IV Investors, L.P., CSFB Strategic Partners
Holdings III, L.P. and any Permitted Transferee (as such term is defined in that certain
Stockholders Agreement, dated as of April 5, 2006, between HealthMarkets and the stockholders named
therein (the “Stockholders Agreement”)) thereof, and “GS Investor Group” shall mean Mulberry
Holdings I, LLC and Mulberry Holdings II, LLC and any Permitted Transferee (as such term is defined
in the Stockholders Agreement) thereof.



          2.9. Action By the Sponsoring Company, Administrator, Agent Plan Administrative Committee or
Participating Agency – Any action required or permitted to be taken by the Sponsoring Company, the
Administrator, the Agent Plan Administrative Committee or any Participating Agency under ATOP shall
be taken by an officer duly authorized to take such action by the Board, the Administrator, the
Agent Plan Administrative Committee or the Participating Agency, as the case maybe. If a
Participating Agency is not a corporation, any action required or permitted to be taken under ATOP
shall be by the individual or individuals authorized to take such action on behalf of a
Participating Agency, as identified to Administrator. The Administrator shall have no duty to
investigate or confirm the validity of such identified individual’s authority to act.



ARTICLE III.




PARTICIPATION




          3.1. Eligibility And Participation – Subject to Section 3.2, each Agent will become eligible
for participation in ATOP after completion of one (1) full Calendar Year following the date the
Agent entered into a written Contract with a Participating Agency during which the Agent is
continuously contracted with a Participating Agency. An Agent shall become a Participant in ATOP
as of the January 1 next following the date the Agent completes the above-stated eligibility
requirements, if and so long as such Agent has filed with the Administrator, within the time period
determined by the Administrator from time to time, a properly completed TOP Participant’s Election
Form (the “TOP Participant’s Election Form”).



          3.2. Termination – A Participant’s participation in ATOP shall terminate upon such
Participant’s complete withdrawal under Section 8.3. Any Agent whose ATOP participation has



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terminated under this Section 3.2 due to a complete withdrawal under Section 8.3(a) shall not
again be eligible to participate in ATOP until the passage of twelve (12) full calendar months
following the date of his or her complete withdrawal; provided, however, the Administrator shall
have the authority (upon the approval of the Agent Plan Administrative Committee) to waive the
applicability of such waiting period for a Participant on a case by case basis. Any Agent whose
ATOP participation has terminated under this Section 3.2 due to a complete withdrawal under Section
8.3(b) shall not again be eligible to participate in ATOP until he or she satisfies the eligibility
provisions of Section 3.1.



          3.3. Participation Not Contract Of Employment – ATOP does not constitute a contract of
employment, and ATOP participation does not give any Participant the right to be retained in the
service of any Participating Agency or HealthMarkets either as an employee or an independent
contractor, nor to any right or claim to any benefit under ATOP, unless such right or claim has
specifically accrued under the terms of ATOP.



ARTICLE IV.




PARTICIPANT CONTRIBUTIONS AND AMOUNTS TRANSFERRED FROM AMTOP




          4.1. Amount Available For Contribution – Subject to Section 4.3, the amount available each
month for a Participant to contribute into his or her ATOP Account shall be such Participant’s Base
Monthly Contribution.



          4.2. Contributions – Notwithstanding any provision of ATOP to the contrary, a Participating
Agency in its sole discretion may elect to suspend the right of a Participant to make a monthly
Contribution at any time. The monthly Contribution for each Participant shall be equal to the
dollar amount required to purchase on the Credit Date, in accordance with Section 5.1 and Section
5.2, the maximum possible number of whole Shares, based on the Fair Market Value of such Shares on
the applicable Credit Date, without exceeding the Participant’s Base Monthly Contribution. If for
a given month, the Base Monthly Contribution is less than the Fair Market Value of one Share on the
Credit Date, the Participant will not be eligible to make a Contribution that month. For the first
twenty-four (24) months of an Agent’s participation under ATOP, the excess, if any, of a
Participant’s Base Monthly Contribution over his or her actual monthly Contribution shall be noted
each month in a separate book account maintained by the Administrator and aggregated with any
excess attributable to such Participant for prior months until the amount is sufficient to purchase
one whole Share. Such aggregate shall then be added to the next monthly Contribution. Each month,
the Participant’s Contribution, if any, shall be recorded as an advance on the Participant’s Debit
Balance Account and be remitted to the Administrator.



          4.3. Enhancement Amount – At the commencement of participation under ATOP, a Participant may
elect on the Top Participant Election Form provided by the Administrator to enhance his or her
monthly Contribution by an amount chosen by the Participant. A Participant’s elected Enhancement
Amount may be equal to the Participant’s Base Monthly Contribution, or a lesser, specified dollar
amount. Any election to contribute an Enhancement Amount may be modified or suspended once during
each calendar quarter by filing a new Election Form with the Administrator at least thirty (30)
days before the effective date of the modification or suspension. Each month, the Participant’s
Enhancement Amount, if any, shall be recorded as an advance on the Participant’s Debit Balance
Account and shall be remitted to the Administrator.



          4.4. Election To Suspend Contributions – Each Participant may elect in writing to suspend his
or her Contributions as of the first day of any month. Contributions may be resumed on the first
business day of the month following the receipt by the Administrator of a new Election Form filed
by the Participant. If the Participant does not resume Contributions to ATOP within twelve (12)
months after the date of the Participant’s last Contribution, the Participant shall be deemed to have
elected a complete withdrawal under Section 8.3.




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          4.5. Transfers From AMTOP and Other Programs – Subject to the terms of AMTOP Shares or cash
representing vested AMTOP Credits (as that term is defined in AMTOP) credited to an Agent under
AMTOP may be transferred to ATOP from time to time. Transferred Shares shall be credited to such
Participant’s ATOP Account as soon as administratively practicable following the date such Shares
are transferred from AMTOP. Transferred cash will be invested on behalf of the Participant in the
number of Shares equal to the amount of cash transferred divided by the Fair Market Value of each
such Share as of the date of transfer and will be credited to such Participant’s ATOP Account as
soon as administratively practicable following the date such cash is transferred and invested. In
addition, in the discretion of the Administrator (upon the approval of the Agent Plan
Administrative Committee), Shares or cash representing certain credits awarded to an Agent under
other programs maintained by HealthMarkets or a Participating Agency may be transferred to ATOP
from time to time. Such transfers shall be administered in the same manner as are transfers from
AMTOP.



ARTICLE V.




PLAN INVESTMENTS




          5.1. Investment In Shares – The Sponsoring Company through the Administrator will invest each
Participant’s ATOP Contributions and any cash transferred on behalf of such Participant from AMTOP
in whole Shares. Shares acquired under this Plan may be newly issued Shares, Shares acquired by
open market purchase (in the event that there is a regular public trading market for such Shares)
and/or Shares acquired from a Participant upon a Participant’s withdrawal under Section 8.3 hereof,
as determined by the Sponsoring Company in its sole discretion. Investment of the Participant’s
Contributions will be made on the Credit Date. Investment of AMTOP transferred cash will be made
as soon as administratively practicable following the date such cash is transferred from AMTOP.
Expenses incurred in making such investments, including brokerage commissions and transfer taxes,
if any, may be paid from the Participant’s Contribution and cash transferred on behalf of such
Participant from AMTOP, if any.



          5.2. Share Price – If there is a regular public trading market for Shares, in any month the
Sponsoring Company through the Administrator may purchase Shares (using borrowed funds) over a
period of time prior to and including any Credit Date to facilitate the orderly acquisition of
Shares for Participant’s ATOP Accounts, and the price of each whole Share credited to any
Participant on the Credit Date for such month shall equal the Fair Market Value of such Shares on
the date of purchase.



ARTICLE VI.




PARTICIPANT ATOP ACCOUNTS




          6.1. Participant ATOP Accounts – The Sponsoring Company shall maintain under a trust
established for such purpose a separate account (an “ATOP Account”) for each Participant reflecting
the Shares purchased by the Sponsoring Company on behalf of such Participant and the cash and cash
equivalents, if any (and investment earnings thereon), to which such Participant is entitled
pursuant to Section 6.3 hereof. Shares in a Participant’s ATOP Account shall be held in
book-entry, uncertificated form. Each Participant shall be the beneficial owner of all Shares in
his or her ATOP Account.



          6.2. Dividends – The amount of cash dividends, if any, with respect to Shares held in a
Participant’s ATOP Account shall be distributed to such Participant not later than two and one-half



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months after the close of the Plan Year in which such dividends are received by the
Administrator, unless the Administrator at the direction of the Sponsoring Company, in its sole
discretion, applies such dividends to such Participant’s Debit Balance Account.



          6.3. Special Dividends – Notwithstanding anything in Section 6.2 to the contrary, the
Administrator shall have the authority (upon the approval of the Agent Plan Administrative
Committee) to cause the amount that a Participant would have otherwise received in cash pursuant to
a Special Dividend, if any, with respect to Shares held in the Participant’s ATOP Account at the
time of such Special Dividend (the “Special Dividend Proceeds”) to be credited to the Participant’s
ATOP Account and subject to the provisions of this Section 6.3 until such time as the Participant
experiences a “Complete Withdrawal” under Section 8.3 of ATOP or is entitled to special withdrawal
rights under Section 8.5 hereof. Any Special Dividend Proceeds held in a Participant’s ATOP
Account (i) shall be promptly invested in direct obligations of the United States of America or any
agency thereof or obligations guaranteed by the United States of America or any agency thereof, in
each case with maturities not exceeding two years or (ii), upon the direction of the Participant,
shall be converted into the nearest whole number of Shares that the Participant could have
purchased with such Special Dividend Proceeds at the Fair Market Value per Share determined as of
the applicable Special Dividend Valuation Date. Upon declaration and designation by the Board of a
Special Dividend, the Administrator shall promptly notify each Participant of (w) the amount per
Share of such Special Dividend, (x) the expected date of payment of such Special Dividend, (y) the
Fair Market Value per Share determined as of the applicable Special Dividend Valuation Date and (z)
the whole number of Shares that a Participant would be entitled to receive pursuant to such Special
Dividend upon such Participant’s election to receive Shares, and a Participant shall have 30 days
after receipt of such notice to notify the Administrator of his or her election to have credited to
such Participant’s ATOP Account cash or Shares as provided in the immediately preceding sentence.
Such cash or Shares shall be credited to the Participant’s ATOP Account in each case not later than
the 15th day of the third month after the close of the Plan Year in which such dividends
are received by the Administrator, unless the Administrator at the direction of the Sponsoring
Company, in its sole discretion, applies such Special Dividend Proceeds to a Participant’s Debit
Balance Account.



          6.4. Valuation And Statement of Plan Interest – The Administrator shall provide each
Participant with monthly statements reflecting the value of his or her ATOP Account, which monthly
statement shall designate and set forth (a) the total number of Shares in such Participant’s ATOP
Account, (b) the number of Shares in such Participant’s ATOP Account designated as Dream Team I
Shares, Dream Team II Shares and Dream Team III Shares, (c) the total number of AMTOP Credits then
posted to such Participant’s AMTOP Account, (d) the number of Founder’s Credits then posted to such
Participant’s AMTOP Account, (e) the number of Forfeiture Credits that would be posted to such
Participant’s AMTOP Account assuming allocation of the Forfeiture Pool as of such reporting date,
(f) the amount of cash and cash equivalents, if any, then credited to such Participant’s ATOP
Account, and (g) such other information as the Administrator may from time to time determine.
Shares in the ATOP Account shall be valued as of any date at Fair Market Value as determined as of
the immediately preceding Valuation Date.



          6.5. Nonforfeitable Interest – A Participant’s ATOP Account shall be fully vested and
nonforfeitable at all times.



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ARTICLE VII.




STOCKHOLDER RIGHTS




          7.1. Voting Rights – With respect to each annual or special meeting of HealthMarkets
stockholders, the Sponsoring Company will send to each Participant a copy of the proxy soliciting
material for the meeting sent to HealthMarkets stockholders generally, if any, together with a form
requesting instructions on how to vote the number of voting Shares credited to the Participant’s
ATOP Account as of the record date. The Sponsoring Company through the Administrator will hold in
confidence the voting instructions received.



          7.2. Tender And Exchange Rights – The Sponsoring Company shall provide each Participant with
such notices and information statements as are provided to HealthMarkets stockholders generally
with respect to a tender or exchange offer together with a form requesting instructions on how to
direct HealthMarkets to act with respect to the Shares credited to such Participant’s ATOP Account.
To the extent legally possible, the Administrator and HealthMarkets shall hold any such direction
in confidence.



ARTICLE VIII.




DISTRIBUTION, WITHDRAWAL, AND BENEFICIARY




          8.1. Manner of Distribution –



          (a) Upon a Participant’s withdrawal under Section 8.3, the Administrator will deduct from the
Participant’s ATOP Account a number of Shares as is necessary to discharge such Participant’s
Indebtedness owing to HealthMarkets, a Participating Agency or its Affiliates, based on the then
Fair Market Value of such Shares; provided, however, that the Administrator shall not deduct such
Shares from the Participant’s ATOP Account in the event that HealthMarkets, a Participating Agency
or its Affiliates, as applicable, waives its rights to utilize amounts vested under this Plan as
collateral for Indebtedness owing to HealthMarkets, a Participating Agency or its Affiliates. Such
a waiver of collateral rights under this Plan shall not constitute a waiver, release or
modification of any Indebtedness owed by an Agent to HealthMarkets, a Participating Agency or its
Affiliates. Any remaining Shares shall be distributed in kind to the withdrawing Participant
within sixty five (65) days, unless (a) such Participant shall request in writing at the time of
his or her withdrawal that the distribution of his or her ATOP Account be in cash and (b) the
Sponsoring Company shall consent (which consent may be withheld in the sole discretion of the
Sponsoring Company) to the distribution of such Participant’s ATOP Account in cash.



          (b) Shares purchased pursuant to this Section 8.1, if any, shall be purchased in accordance
with the following provisions, as applicable:




	 	1.	 	Shares purchased under this Section 8.1 pursuant to a complete withdrawal under
Section 8.3(a) or Section 8.3(b) (other than a complete withdrawal under Section 8.3(b)
due to the occurrence of a Termination Date attributable to the termination of a
Participant’s Contract for “cause,” which shall be governed by the succeeding
paragraph) shall be redeemed as provided in Article IX, Section 1 of the Certificate of
Incorporation at a redemption price equal to the Fair Market Value of such Shares as
determined as of the Valuation Date immediately preceding the applicable withdrawal
date; and
	 
	 	2.	 	Shares purchased under this Section 8.1 pursuant to a complete withdrawal under
Section 8.3(b) due to the occurrence of a Termination Date attributable to the
termination of a




- 11 -









 






	 	 	 	Participant’s Contract for “cause” shall be redeemed as provided in Article IX,
Section 1 of the Certificate of Incorporation at a redemption price equal to the
lesser of (i) the aggregate price paid by the Participant for the Shares being
redeemed and (ii) the Fair Market Value of such Shares as determined as of the
Valuation Date immediately preceding the applicable withdrawal date.
	 
	 	3.	 	The payment for Shares in cash as herein provided in this Section 8.1(b) shall
in all events be governed by and subject to the specific provisions respecting
redemption of Shares set forth in Article IX, Section 1 of the Certificate of
Incorporation and the provisions of Section 8.7 hereof.





          8.2. Partial Withdrawals –



          (a) A Participant who is at least 55 years of age may elect in writing on a form provided by
the Administrator to make a partial withdrawal from his or her ATOP Account prior to his or her
Termination Date and remain eligible to participate in ATOP, if and so long as the Fair Market
Value of the Shares remaining in such Participant’s ATOP Account as of the date of any such partial
withdrawal is in excess of 150% of the principal amount of and accrued interest on Participant’s
Indebtedness owing to HealthMarkets, a Participating Agency or its Affiliates. Such election may
be made only once every Calendar Year as follows:




	 	1.	 	In the case of a Participant who has attained the age of fifty five (55), the
Participant may withdraw in any Calendar Year up to ten percent (10%) of the value in
his or her ATOP Account (as of the date such withdrawal is paid), to the nearest whole
Share.
	 
	 	2.	 	In the case of a Participant who has attained the age of sixty (60), the
Participant may withdraw in any Calendar Year up to twenty percent (20%) of the value
in his or her ATOP Account (as of the date such withdrawal is paid), to the nearest
whole Share.
	 
	 	3.	 	Upon a Participant’s receipt of a notice of an intent to levy or a valid
federal or state levy, a Participant may request to withdraw in cash a value equal to
the lesser of (i) the amount of the levy and (ii) an amount equal to the Fair Market
Value of the Shares remaining in such Participant’s ATOP Account as of the date of any
such partial withdrawal in excess of 150% of the principal amount of and accrued
interest on Participant’s Indebtedness owing to HealthMarkets, a Participating Agency
or its Affiliates. Upon approval of the Agent Plan Administrative Committee, the
Participant will be permitted to make such withdrawal and payment in cash hereunder
will be made to the applicable state taxing authority and/or Internal Revenue Service,
as instructed by the tax levy.





          (b) All partial withdrawals shall be distributed in kind in Shares, unless (a) the withdrawing
Participant shall request in writing on a form provided by the Administrator at the time of his or
her withdrawal that the distribution be in cash and (b) the Sponsoring Company shall consent (which
consent may be withheld in the sole discretion of the Sponsoring Company) to the distribution in
cash. In the event that distribution under this Section 8.2 is made in cash, the Shares
representing the partial withdrawal shall be purchased from the withdrawing Participant’s ATOP
Account at a price per Share equal to the then Fair Market Value of such Shares as determined as of
the Valuation Date immediately preceding the applicable withdrawal date. The payment for Shares as
herein provided in this Section 8.2 shall in all events be governed by and subject to the specific
provisions respecting redemption of Shares set forth in Article IX, Section 1 of the Certificate of
Incorporation and the provisions of Section 8.7 hereof.



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          8.3. Complete Withdrawal – A complete withdrawal of all Shares from a Participant’s ATOP
Account shall occur when:




	 	(a)	 	The Administrator receives, on a form provided by the Administrator, the
Participant’s written election to withdraw from ATOP; or
	 
	 	(b)	 	The Participant experiences a Termination Date.





          All complete withdrawals shall be distributed in accordance with Section 8.1.



          8.4. Special Tax Withdrawal — In the case of a Participant who incurs a federal or state
personal income tax liability upon (i) the vesting of Matching Credits under AMTOP and subsequent
transfer of Shares pursuant to Section 4.5 of ATOP or (ii) pursuant to the crediting of Special
Dividend Proceeds to such Participant’s ATOP Account as provided for under Section 6.3 of ATOP, the
Participant may elect to withdraw in cash (x) up to thirty five percent (35%) of the Fair Market
Value of Matching Credits then vesting and Shares transferred (with Fair Market Value determined as
of the December 31 immediately preceding the date of such vesting and transfer), with respect to
the vesting of Matching Credits under AMTOP as described in clause (i) above, and (y) up to thirty
five percent (35%) of such Special Dividend Proceeds, with respect to the crediting of Special
Dividend Proceeds to such Participant’s ATOP Account as described in clause (ii) above. The
payment in cash hereunder will be made on or before April 15 to the State Taxing Authority and/or
Internal Revenue Service, as instructed by the Participant.



          8.5. Special ATOP Distributions and Withdrawals



          (a) As of the January 1 immediately following the Calendar Year in which a Participant shall
have completed ten (10) Years of Participation in ATOP (such January 1 herein referred to as the
“Initial Dream Team I Withdrawal Date”), the Participant shall have the right to elect to withdraw
a number of Shares equal to not more than fifty percent (50%) of the Shares in the Participant’s
ATOP Account as of such Initial Dream Team I Withdrawal Date (the “Initial Dream Team I Share
Balance”), provided that the Participant then meets the Special ATOP Distribution and Withdrawal
Conditions as set forth in Section 8.6 below. As of each January 1 of each of the four (4)
Calendar Years succeeding the Initial Dream Team I Withdrawal Date, the Participant shall have the
right to elect to withdraw a number of Shares equal to not more than twelve and one half percent
(12.5%) of the Initial Dream Team I Year Balance, plus any Shares that the Participant could have
withdrawn, but did not elect to withdraw, on the prior January 1 pursuant this subparagraph (a),
provided that the Participant then meets the Special ATOP Distribution and Withdrawal Conditions as
outlined in Section 8.6 below. As of each January 1 thereafter, the Participant shall have the
right to elect to withdraw a number of Shares equal to 100% of the then remaining Initial Dream
Team I Share Balance to the extent such Shares were not previously withdrawn pursuant to the terms
of this subparagraph, provided that the Participant then meets the Special ATOP Distribution and
Withdrawal Conditions as outlined in Section 8.6 below.



          (b) As of the January 1 immediately following the Calendar Year in which a Participant shall
have completed fifteen (15) Years of Participation in ATOP (such January 1 herein referred to as
the “Initial Dream Team II Withdrawal Date”), the Participant shall have the right to elect to
withdraw a number of Shares equal to not more than fifty percent (50%) of the Shares in the
Participant’s ATOP Account acquired during the five (5) Calendar Years immediately preceding such
Dream Team II Withdrawal Date (either through contributions under ATOP or the vesting of AMTOP
Credits) (the “Initial Dream Team II Share Balance”), provided that the Participant then meets the
Special ATOP Distribution and Withdrawal Conditions as set forth in Section 8.6 below. As of each
January 1 of each



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of the four (4) Calendar Years succeeding the Initial Dream Team II Withdrawal Date, the
Participant shall have the right to elect to withdraw up to fifty percent (50%) of




	 	(i)	 	the Initial Dream Team II Share Balance, less
	 
	 	(ii)	 	the number of Shares, if any, initially withdrawn pursuant to the immediately
preceding sentence and the number of Shares, if any, previously withdrawn pursuant to
this sentence;




provided that the Participant then meets the Special ATOP Distribution and Withdrawal Conditions as
outlined in Section 8.6 below. As of each January 1 thereafter, the Participant shall have the
right to elect to withdraw a number of Shares equal to 100% of any Shares not previously withdrawn
pursuant to the two preceding sentences, provided that the Participant then meets the Special ATOP
Distribution and Withdrawal Conditions as outlined in Section 8.6 below.




          (c) As of each January 1 following the Calendar Year in which a Participant shall have
completed sixteen (16) Years of Participation in ATOP (each such January 1 herein referred to as a
“Dream Team III Withdrawal Date”), a Participant shall have the right to elect to withdraw up to
fifty percent (50%) of the Shares in the Participant’s ATOP Account acquired during the Calendar
Year immediately preceding such Dream Team III Withdrawal Date (either through contributions under
ATOP or the vesting of AMTOP Credits) plus any Shares that the Participant could have withdrawn,
but did not elect to withdraw, on the prior January 1 pursuant this subparagraph (c), provided that
the Participant then meets the Special ATOP Distribution and Withdrawal Conditions as set forth in
Section 8.6 below.



          (d) A Participant shall have the right to withdraw cash or Shares held in his or her ATOP
Account pursuant to the payment of Special Dividend Proceeds at the same time and in the same
percentages as provided for in Sections 8.5(a), (b) and (c) above.



          (e) The value of the Shares withdrawn, if applicable, shall be the Fair Market Value of such
Shares on the Valuation Date immediately preceding the applicable withdrawal date and shall be
distributed in accordance with Section 8.1 of ATOP. If the Participant and/or the Participant’s
SubAgent (as that term is defined in the applicable Sales Leader Addendum by and between the
Participant and a Participating Agency (the “Addendum”) has Indebtedness owing to HealthMarkets, a
Participating Agency and/or its Affiliates, on the date that the Sponsoring Company through the
Administrator receives the Participants’ ATOP special withdrawal request pursuant to this Section
8.5, the Sponsoring Company through the Administrator may on such date deduct the amount of the
Indebtedness from the value of the ATOP Account prior to making distribution under this Section
8.5, which deduction shall be based on the Fair Market Value of such Shares as determined as of the
immediately preceding Valuation Date.



          8.6. Special ATOP Distribution and Withdrawal Conditions – For purposes of the foregoing
Section 8.5, a Participant shall have been deemed to have met the “Special ATOP Distribution and
Withdrawal Conditions” upon satisfaction of each of the following conditions:




	 	(a)	 	The Participant’s Contract shall be in full force and effect with a
Participating Agency;
	 
	 	(b)	 	At the time of the Administrator’s receipt of the Participant’s ATOP withdrawal
request, the then remaining balance of the Participant’s ATOP Account shall be in
excess of the principal amount of and accrued interest on the Indebtedness; and
	 
	 	(c)	 	The Participant shall not otherwise have taken any action prohibited under the
terms of the Contract with a Participating Agency.




- 14 -









 






	          Whether the Participant has satisfied the Special ATOP Distribution and Withdrawal Conditions
shall be determined by the Sponsoring Company in its sole discretion.





          8.7. Share Purchase – It is the intent of the Sponsoring Company to accommodate requests from
Participants that the Sponsoring Company purchase Shares that such Participants offer for sale to
the Sponsoring Company upon such Participants’ withdrawal from ATOP. However, the Sponsoring
Company shall not have any obligation to purchase such Shares. In making the determination whether
to purchase such Shares, the Sponsoring Company may consider, among other factors, (i) the
availability under or limitations imposed by any credit agreement or other debt instrument to which
the Sponsoring Company may be subject and (ii) the Sponsoring Company’s capital and liquidity
position, as well as such other factors as the Sponsoring Company, in good faith, deems
appropriate. Notwithstanding the foregoing, the Sponsoring Company shall not purchase any Shares
acquired upon the vesting of AMTOP Credits that have been held by a Participant for less than six
months. The Sponsoring Company’s purchase of Shares in a particular case will not create any
actual or implied obligation to purchase Shares in any future case.



          8.8. Payments To Persons Who Are Incompetent – In the event that a Participant or Beneficiary
is declared incompetent and the Administrator receives satisfactory evidence that a conservator or
other person legally charged with the care of the Participant’s or Beneficiary’s person or estate
has been appointed, the amount of any distribution to which such Participant or Beneficiary is
entitled to receive under ATOP in accordance with Sections 8.1, 8.2, 8.3, 8.4, 8.5 and 8.6 shall be
paid to the conservator or other person legally charged with the care of the Participant’s or
Beneficiary’s person or estate.



          8.9. Interests Not Transferable – Except when permitted by the Sponsoring Company, in its sole
discretion, in the case of a tax lien levied by the Internal Revenue Service against the
Participant as an individual taxpayer, a Participant’s ATOP Account may not be voluntarily
assigned, alienated or encumbered. In addition, to the extent permitted by law, a Participant’s
ATOP Account may not be involuntarily assigned, alienated or encumbered. Notwithstanding the
foregoing, a Participant shall assign his or her ATOP Account to a Participating Agency as security
for the Participant’s Debit Balance Account and other Indebtedness to HealthMarkets, a
Participating Agency or its Affiliates.



          8.10. Designation Of Beneficiary – Each Participant may designate, by signing a form furnished
by the Administrator, any legal person or persons (who may be designated contingent or successive)
to whom the Participant’s ATOP Account is to be distributed in the event of the Participant’s
death, subject to repayment of Participant’s Indebtedness to HealthMarkets, a Participating Agency
or its Affiliates, including but not limited to any amount reflected in the Participant’s Debit
Balance Account. A Beneficiary designation will be effective upon the acknowledged receipt by the
Administrator of an executed Beneficiary designation form submitted by a living Participant. Any
newly submitted Beneficiary designation form shall cancel all earlier Beneficiary designations.



          8.11. Certificate of Incorporation – For the purposes of clarity, each Share purchased
pursuant to or transferred to a Participant’s ATOP Account under ATOP shall be subject to the
provisions of the Certificate of Incorporation, including any transfer, forced sale, redemption and
other restrictions set forth therein.





- 15 -









 





ARTICLE IX.




AMENDMENT AND TERMINATION OF ATOP




          9.1. Amendment –


                    (a) The Sponsoring Company reserves the right to amend ATOP at any time for any reason;
provided, however, that (i) no amendment shall reduce the number of Shares in a Participant’s ATOP
Account or restrict the right of a Participant to withdraw under Sections 8.2, 8.3, 8.4, 8.5 and
8.6 any amounts credited to his or her ATOP Account prior to such amendment, and (ii) to the extent
required by applicable law or regulation, any proposed amendment to the Plan will be subject to
approval of the shareholders of HealthMarkets if such amendment would have the effect of (x)
materially increasing the benefits accruing to Participants under the Plan, (y) materially
increasing the aggregate number of securities that may be issued under the Plan or (z) materially
modifying the requirements as to eligibility for participation in the Plan.




                    (b) Any Participating Agency may, with approval of the Sponsoring Company, amend the Base
Monthly Contribution for such Participating Agency’s participating Agents at any time by filing an
amended Contribution Addendum with the Administrator. Amendments will become effective for
Contributions made forty-five (45) days after notice of any such amendment is distributed to
Participants in accordance with procedures established by the Administrator, in its sole
discretion, from time to time.




          9.2. Termination of the Plan – While the Sponsoring Company expects and intends to continue
ATOP, the Sponsoring Company reserves the right to terminate ATOP at any time. ATOP will terminate
as to all Participants on the first to occur of the following:




	 	(a)	 	The date ATOP is terminated by the Sponsoring Company,
	 
	 	(b)	 	The date that HealthMarkets is judicially declared bankrupt or insolvent, or
	 
	 	(c)	 	The date of the dissolution, merger, consolidation, or reorganization of
HealthMarkets, or the sale of all or substantially all of HealthMarkets’ assets, except
that arrangements may be made whereby ATOP will be continued by any successor to
HealthMarkets or any purchaser of all or substantially all of HealthMarkets’ assets, in
which case the successor or purchaser will be substituted for HealthMarkets under ATOP.





          9.3. Withdrawal Of Participating Agency – A Participating Agency may withdraw its
participation in ATOP, or the Sponsoring Company through the Administrator may terminate any
Participating Agency’s participation, in each case by submitting written notification of such
withdrawal or termination to the other party at least thirty (30) days prior to the effective date
of such withdrawal or termination of participation. Subject to Section 9.4, as of the effective
date of any such withdrawal or termination of participation, all Participants who are then
contracted or associated with such Participating Agency will be deemed to have experienced a
Termination Date.



          9.4. Payments on Termination – On termination of ATOP under Section 9.2, each Participant’s
ATOP Account will be distributed to the Participant in accordance with Article VIII. Upon
withdrawal or termination of a Participating Agency under Section 9.3, each affected Participant’s
ATOP Account will be distributed to the Participant in accordance with Article VIII, unless the
Sponsoring Company consents, in its sole discretion, to such Participant’s continuation in ATOP.



          9.5. Notice of Amendment – The Administrator will notify affected Participants and
Beneficiaries of any material amendment or termination of ATOP.



          9.6. Prior Plan Agreements Superseded. The terms of ATOP as herein set forth shall supersede
in all respects and be in complete substitution for all other prior agreements and understandings
with respect to the subject matter hereof, including without limitation the terms of ATOP I and
ATOP II.



- 16 -









 





          9.7. Rights of Participants – Subject in all respects to the right of the Sponsoring Company
as provided in Section 9.1 hereof to amend ATOP at any time and the right of the Sponsoring Company
to terminate ATOP as provided in Section 9.2 hereof at any time, it is agreed and hereby
acknowledged that the obligation, if any, to maintain ATOP shall be and remain solely the
obligation of HealthMarkets in its capacity as Sponsoring Company and not the obligation of any of
HealthMarkets’ subsidiaries, and no Participant hereunder shall have recourse to or other rights
against any of HealthMarkets’ subsidiaries in connection with the maintenance or administration of
ATOP. Notwithstanding the foregoing, the Sponsoring Company reserves the right to maintain and/or
administer ATOP through one or more of its subsidiaries.



- 17 -









 





HealthMarkets

Agents’ Total Ownership Plan

ATOP

Contribution Addendum




	 	 	 
	Participating Agency:

	 	UGA - Association Field Services,

a division of The MEGA Life

and Health Insurance Company

500 Grapevine Highway

Suite 300

Hurst, Texas 76054





In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base Monthly Contribution shall
be calculated as a percentage of such Participant’s commissions, as set forth below; provided that
a Participant’s Base Monthly Contribution shall never exceed $2,000 in the aggregate from
commissions and/or compensation received from all Participating Agencies.





	 	A.	 	Commissions from personal production.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Twenty-five percent (25%) of renewal commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month.




- 18 -









 












	B.	 	Override commissions for all Field Leader levels.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Twenty percent (20%) of the renewal commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month.




This Addendum is effective as of April 5, 2006.




	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UGA - Association Field Services,
a division of The MEGA Life
and Health Insurance Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





- 19 -









 





HealthMarkets

Agents’ Total Ownership Plan

ATOP

Contribution Addendum




	 	 	 
	Participating Agency:

	 	New United Agency, Inc.

500 Grapevine Highway

Suite 300

Hurst, Texas 76054





In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base Monthly Contribution shall
be calculated as a percentage of such Participant’s commissions, as set forth below; provided that
a Participant’s Base Monthly Contribution shall never exceed $2,000 in the aggregate from
commissions and/or compensation received from all Participating Agencies.





	 	A.	 	Commissions from personal production.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Twenty-five percent (25%) of renewal commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month.






	 	B.	 	Override commissions for all Field Leader levels.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Twenty percent (20%) of the renewal commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month.






This Addendum is effective as of April 5, 2006.



	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	New United Agency, Inc.	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





- 20 -









 





HealthMarkets

Agents’ Total Ownership Plan

ATOP

Contribution Addendum




	 	 	 
	Participating Agency:

	 	Performance Driven Awards, Inc.

500 Grapevine Highway

Suite 300

Hurst, Texas 76054






          In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base Monthly Contribution
shall be calculated as a percentage of such Participant’s field services representative
compensation (“FSR Compensation”), as set forth below; provided that a Participant’s Base Monthly
Contribution shall never exceed $2,000 in the aggregate from commissions and/or compensation
received from all Participating Agencies.




	 	A.	 	FSR Compensation from personal production.






	 	1.	 	One percent (1%) of the first year FSR Compensation posted to
the Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Twenty-five percent (25%) of FSR Compensation posted to the
Participant’s Debit Balance Account in the immediate preceding month.






	 	B.	 	Override FSR Compensation for all Field Leader levels.






	 	1.	 	One percent (1%) of the first year FSR Compensation posted to
the Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Twenty percent (20%) of the renewal FSR Compensation posted to the Participant’s Debit
Balance Account in the immediate preceding month.






This Addendum is effective as of April 5, 2006.



	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Performance Driven Awards, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





- 21 -









 





HealthMarkets, Inc.

Agents’ Total Ownership Plan

(“ATOP”)


First Amendment




          This First Amendment (the “First Amendment”) amends that certain HealthMarkets, Inc. Agents’
Total Ownership Plan as amended and restated effective April 5, 2006 (“ATOP”) as and solely to the
extent expressly set forth herein. Except as otherwise expressly stated in this First Amendment,
all capitalized terms used herein shall have the meanings assigned to those terms under ATOP.



          1. Pursuant to Section 9.1(a) of ATOP, HealthMarkets, Inc. (the “Company”) hereby amends
Section 1.21 of ATOP by deleting Section 1.21 in its entirety and inserting in lieu thereof and in
substitution therefor the following:




“Fair Market Value” of a Share shall be determined as of each Valuation Date or Special
Dividend Valuation Date, as applicable, by the Board in good faith. In determining “Fair
Market Value,” the Board will consider (among other factors it deems appropriate) the
valuation prepared by The Blackstone Group (“Blackstone”) in the ordinary course of business
for reporting to its advisory board and investors. Within not more than ten (10) business
days following each Valuation Date or Special Dividend Valuation Date, as applicable, within
not more than eighty-five (85) business days following the Valuation Date coinciding with
December 31, 2006, and within not more than forty (40) business days following the Valuation
Date coinciding with December 31 of each Plan Year thereafter, Blackstone will deliver to
the Board its current valuation, and within not more than five (5) business days thereafter
the Board shall deliver to the Sponsoring Company, the Administrator and each Participating
Agency its determination of Fair Market Value of a Share as of the immediately preceding
Valuation Date or Special Dividend Valuation Date, as applicable. References throughout
this plan document to the “current” or “then” Fair Market Value or the Fair Market Value “as
of” a particular date shall be deemed to mean, in each case, the Fair Market Value of a
Share as of the immediately preceding Valuation Date or Special Dividend Valuation Date, as
applicable. Notwithstanding the foregoing, if there is a regular public trading market for
such Shares, “Fair Market Value” shall mean, as of any given date, the mean between the
highest and lowest reported sales prices of a Share during normal business hours on the New
York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national
securities exchange on which the Shares are listed or on NASDAQ.”



          2. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends Section 8.4 of ATOP by
deleting Section 8.4 in its entirety and inserting in lieu thereof and in substitution therefor the
following:




“Special
Tax Withdrawal - In the case of a Participant who incurs a federal or state
personal income tax liability upon (i) the vesting of Matching Credits under AMTOP and
subsequent transfer of Shares pursuant to Section 4.5 of ATOP or (ii) pursuant to the
crediting of Special Dividend Proceeds to such Participant’s ATOP Account as provided for
under Section 6.3 of ATOP, the Participant may elect to withdraw in cash (x) up to an amount
equal to the applicable Federal and state income tax rates with respect to the Matching
Credits then vesting and Shares transferred (with Fair Market Value determined as of the
December 31 immediately preceding the date of such vesting and transfer), with respect to
the vesting of Matching Credits under AMTOP as described in clause (i) above, and (y) up to
the applicable Federal and state income tax rates



- 22 -









 







with respect to such Special Dividend Proceeds, with respect to the crediting of Special
Dividend Proceeds to such Participant’s ATOP Account as described in clause (ii) above. The
payment in cash hereunder will be made on or before April 15 to the State Taxing Authority
and/or Internal Revenue Service, as instructed by the Participant.”



          3. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends Section 8.7 of ATOP by
deleting Section 8.7 in its entirety and inserting in lieu thereof and in substitution therefor the
following:




“Share Purchase – It is the intent of the Sponsoring Company to accommodate requests
from Participants that the Sponsoring Company purchase Shares that such Participants
offer for sale to the Sponsoring Company upon such Participants’ withdrawal from
ATOP. However, the Sponsoring Company shall not have any obligation to purchase
such Shares. In making the determination whether to purchase such Shares, the
Sponsoring Company may consider, among other factors, (i) the availability under or
limitations imposed by any credit agreement or other debt instrument to which the
Sponsoring Company may be subject and (ii) the Sponsoring Company’s capital and
liquidity position, as well as such other factors as the Sponsoring Company, in good
faith, deems appropriate. Notwithstanding the foregoing, the Sponsoring Company
shall not purchase any Shares acquired upon the vesting of AMTOP Credits that have
been held by a Participant for less than six months; provided, however, that this
restriction shall not apply in the case of a complete withdrawal from ATOP pursuant
to Section 8.3 hereof by reason of termination of a Participant’s contractual
relationship with a Participating Agency due to such Participant’s Disability or
death. The Sponsoring Company’s purchase of Shares in a particular case will not
create any actual or implied obligation to purchase Shares in any future case.”



          4. The terms of ATOP, as amended and supplemented hereby, are confirmed in all
respects and remain in full force and effect.



          5. This First Amendment is effective as of March 14, 2007.



	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:



Name:
	 	 
 



Peggy G. Simpson
	 	 
	 
	 

	 	Its:
	 	Corporate Secretary	 	 






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HealthMarkets, Inc.

Agent’s Total Ownership Plan

(“ATOP”)


Second Amendment




          This Second Amendment (this “Second Amendment”) amends that certain HealthMarkets, Inc.
Agent’s Total Ownership Plan as amended and restated effective April 5, 2006, as further amended by
that certain First Amendment to the HealthMarkets, Inc. Agent’s Total Ownership Plan effective
March 14, 2007 (as amended, “ATOP”) as and solely to the extent expressly set forth herein. Except
as otherwise expressly stated in this Second Amendment, all capitalized terms used herein shall
have the meanings assigned to those terms under ATOP.



          6. Pursuant to Section 9.1(a) of ATOP, HealthMarkets, Inc. (the “Company”) hereby amends
Section 6.3 of ATOP by deleting Section 6.3 in its entirety and inserting in lieu thereof and in
substitution therefor the following:




“Special Dividends – Notwithstanding anything in Section 6.2 to the contrary, the
Administrator shall have the authority (upon the approval of the Agent Plan Administrative
Committee) to cause the amount that a Participant would have otherwise received in cash
pursuant to a Special Dividend, if any, with respect to Shares held in the Participant’s
ATOP Account at the time of such Special Dividend (the “Special Dividend Proceeds”) to be
credited to the Participant’s ATOP Account and subject to the provisions of this Section 6.3
until such time as the Participant experiences a “Complete Withdrawal” under Section 8.3 of
ATOP or is entitled to special withdrawal rights under Section 8.5 hereof. Any Special
Dividend Proceeds held in a Participant’s ATOP Account shall be converted into the nearest
whole number of Shares that the Participant could have purchased with such Special Dividend
Proceeds at the Fair Market Value per Share determined as of the applicable Special Dividend
Valuation Date. Upon declaration and designation by the Board of a Special Dividend, the
Administrator shall promptly notify each Participant of (w) the amount per Share of such
Special Dividend, (x) the expected date of payment of such Special Dividend, (y) the Fair
Market Value per Share determined as of the applicable Special Dividend Valuation Date and
(z) the whole number of Shares that a Participant is entitled to receive pursuant to such
Special Dividend. Such Shares shall be credited to the Participant’s ATOP Account promptly
after such dividends are received by the Administrator, unless the Administrator at the
direction of the Sponsoring Company, in its sole discretion, applies such Special Dividend
Proceeds to a Participant’s Debit Balance Account.”



          7. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends Section 6.2 of ATOP by
deleting Section 6.2 in its entirety and inserting in lieu thereof and in substitution therefor the
following:




“Dividends – The amount of cash dividends, if any, with respect to Shares held in a
Participant’s ATOP Account shall be distributed to such Participant promptly after the such
dividends are received by the Administrator, unless the Administrator at the direction of
the Sponsoring Company, in its sole discretion, applies such dividends to such Participant’s
Debit Balance Account.”



          8. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends Section 8.1(a) of ATOP by
deleting Section 8.1(a) in its entirety and inserting in lieu thereof and in substitution therefor
the following:



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“Manner of Distribution –




(a) Upon a Participant’s withdrawal under Section 8.3, the Administrator will deduct
from the Participant’s ATOP Account a number of Shares as is necessary to discharge such
Participant’s Indebtedness owing to HealthMarkets, a Participating Agency or its Affiliates,
based on the then Fair Market Value of such Shares; provided, however, that the
Administrator shall not deduct such Shares from the Participant’s ATOP Account in the event
that HealthMarkets, a Participating Agency or its Affiliates, as applicable, waives its
rights to utilize amounts vested under this Plan as collateral for Indebtedness owing to
HealthMarkets, a Participating Agency or its Affiliates. Such a waiver of collateral rights
under this Plan shall not constitute a waiver, release or modification of any Indebtedness
owed by an Agent to HealthMarkets, a Participating Agency or its Affiliates. Any remaining
Shares shall be distributed in kind to the withdrawing Participant promptly, unless (a) such
Participant shall request in writing at the time of his or her withdrawal that the
distribution of his or her ATOP Account be in cash and (b) the Sponsoring Company shall
consent (which consent may be withheld in the sole discretion of the Sponsoring Company) to
the distribution of such Participant’s ATOP Account in cash.”



          9. The terms of ATOP, as amended and supplemented hereby, are confirmed in all
respects and remain in full force and effect.



          10. This Second Amendment is effective as of May 3, 2007.



	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:



Name:
	 	 
 



Peggy G. Simpson
	 	 
	 
	 

	 	Its:
	 	Corporate Secretary	 	 






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HealthMarkets, Inc.

Agent’s Total Ownership Plan

(“ATOP”)




Third Amendment




     This Third Amendment (the “Third Amendment”) amends that certain HealthMarkets, Inc. Agent’s
Total Ownership Plan as amended and restated effective April 5, 2006, as further amended by that
certain First Amendment to the HealthMarkets, Inc. Agent’s Total Ownership Plan effective as of
March 14, 2007 and that certain Second Amendment to the HealthMarkets, Inc. Agent’s Total Ownership
Plan effective as of May 3, 2007 (as amended, “ATOP”) as and solely to the extent expressly set
forth herein. Except as otherwise expressly stated in this Third Amendment, all capitalized terms
used herein but not defined shall have the meanings assigned to those terms under ATOP.



     1. Pursuant to Section 9.1(a) of ATOP, HealthMarkets, Inc. hereby amends ATOP by deleting
Section 1.21 in its entirety and inserting in lieu thereof and in substitution therefor the
following:




“Fair Market Value” of a Share shall be determined as of each Valuation Date or Special
Dividend Valuation Date, as applicable, by the Board in good faith. In determining “Fair
Market Value,” the Board will consider (among other factors it deems appropriate) the
valuation prepared by The Blackstone Group (“Blackstone”) in the ordinary course of business
for reporting to its advisory board and investors. Following each Valuation Date or Special
Dividend Valuation Date, as applicable, Blackstone will deliver to the Board its current
valuation by no later than the earlier of: (1) any public announcement of the Company’s
financial results for the most recent fiscal period, or (2) the day that the Company files
with the United States Securities and Exchange Commission (the “SEC”) its next Quarterly
Report on Form 10-Q or, in the case of a Valuation Date coinciding with December 31 of each
Plan Year, by no later than the date that the Company files with the SEC its next Annual
Report on Form 10-K, and promptly thereafter the Board shall deliver to the Sponsoring
Company, the Administrator and each Participating Agency its determination of Fair Market
Value of a Share as of the immediately preceding Valuation Date or Special Dividend
Valuation Date, as applicable. References throughout this plan document to the “current” or
“then” Fair Market Value or the Fair Market Value “as of” a particular date shall be deemed
to mean, in each case, the Fair Market Value of a Share as of the immediately preceding
Valuation Date or Special Dividend Valuation Date, as applicable. Notwithstanding the
foregoing, if there is a regular public trading market for such Shares, “Fair Market Value”
shall mean, as of any given date, the mean between the highest and lowest reported sales
prices of a Share during normal business hours on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on which the
Shares are listed or on NASDAQ.



     2. The terms of ATOP, as amended and supplemented hereby, are confirmed in all
respects and remain in full force and effect.



     3. This Third Amendment is effective as of August 15, 2008.



	 	 	 	 	 
	 	HealthMarkets, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	Peggy
G. Simpson	 
	 	 	Its: 	Corporate Secretary	 



- 26 -









 






	 	 	 	 	 



HealthMarkets, Inc.

Agent’s Total Ownership Plan

(“ATOP”)




Fourth Amendment





     This Fourth Amendment (the “Fourth Amendment”) amends that certain HealthMarkets, Inc. Agent’s
Total Ownership Plan as amended and restated effective April 5, 2006, as further amended by that
certain First Amendment to the HealthMarkets, Inc. Agent’s Total Ownership Plan effective March 14,
2007, that certain Second Amendment to the HealthMarkets, Inc. Agent’s Total Ownership Plan
effective May 3, 2007 and that certain Third Amendment to the HealthMarkets, Inc. Agent’s Total
Ownership Plan effective August 15, 2008 (as amended, “ATOP”) as and solely to the extent
expressly set forth herein. Except as otherwise expressly stated in this Fourth Amendment, all
capitalized terms used herein shall have the meanings assigned to those terms under ATOP.



     1. Pursuant to Section 9.1(a) of ATOP, HealthMarkets, Inc. (the “Company”) hereby amends ATOP
by deleting Section 1.8 in its entirety and inserting in lieu thereof and in substitution therefor
the following:




     “Base Monthly Contribution” means the maximum amount that a Participant may
contribute each month to his or her ATOP Account (exclusive of any Enhancement
Amount), as calculated under the formula set forth in the Contribution Addendum for
each applicable Participating Agency, which Addenda are incorporated by reference
into this ATOP plan document and in no event shall the Base Monthly Contribution
exceed $2,000. Notwithstanding the foregoing, the Base Monthly Contribution shall
not exceed $3,000 during the period beginning on September 1, 2008 and ending on
December 31, 2010 (the “New Horizon Period”) for any Participant so long as: (i) the
Participant has completed in a timely manner any New Horizon enrollment form(s)
required by the Administrator and (ii) the Participant does not request during the
New Horizon Period a partial withdrawal under Section 8.2 (other than a partial
withdrawal under Section 8.2(a)(3)), a complete withdrawal under Section 8.3 (other
than a complete withdrawal under Section 8.3(b) as a result of death or Disability)
or a special ATOP distribution and withdrawal under Section 8.5 (other than a
special ATOP distribution and withdrawal under Section 8.5(a) as of the Initial
Dream Team I Withdrawal Date, but not in any period succeeding the Initial Dream
Team I Withdrawal Date ). The additional $1,000 maximum Base Monthly Contribution
available to Participants during the New Horizon Period shall be referred to herein
as the “New Horizon Enhancement.”



     2. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends ATOP by deleting Section 1.17
in its entirety and inserting in lieu thereof and in substitution therefor the following:




     “Disability” means (i) for a Participant who has not attained full Social
Security retirement age, the physical or mental disability of such Participant that
constitutes a total disability as determined by the Social Security Administration
and (ii) for a Participant who has attained full Social Security retirement age, the
physical or mental disability of such Participant that constitutes a total
disability as determined by the Plan Administrator.



- 27 -









 





     3. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends ATOP by deleting Section 3.2
in its entirety and inserting in lieu thereof and in substitution therefor the following:




     Termination — A Participant’s participation in ATOP shall terminate upon such
Participant’s complete withdrawal under Section 8.3. Any Agent whose ATOP
participation has terminated under this Section 3.2 due to a complete withdrawal
under Section 8.3(a) shall not again be eligible to participate in ATOP until the
passage of twelve (12) full calendar months following the date of his or her
complete withdrawal; provided, however, the Administrator shall have the authority
(upon the approval of the Agent Plan Administrative Committee) to waive the
applicability of such waiting period for a Participant on a case by case basis. Any
Agent whose ATOP participation has terminated under this Section 3.2 due to a
complete withdrawal under Section 8.3(b) shall not again be eligible to participate
in ATOP until he or she satisfies the eligibility provisions of Section 3.1.
Notwithstanding the foregoing, the waiting period described in this Section 3.2
shall not apply to any Participant whose ATOP participation has terminated under
this Section 3.2 so long as the Participant elects to participate in ATOP and New
Horizon on or before November 30, 2008.



     4. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends ATOP by deleting Section 4.3
in its entirety and inserting in lieu thereof and in substitution therefor the following:




     Enhancement Amount — At the commencement of participation under ATOP, a
Participant may elect on the TOP Participant Election Form provided by the
Administrator to enhance his or her monthly Contribution by an amount chosen by the
Participant. A Participant’s elected Enhancement Amount may be equal to the
Participant’s Base Monthly Contribution, or a lesser, specified dollar amount. Any
election to contribute an Enhancement Amount may be modified or suspended once
during each calendar quarter by filing a new Election Form with the Administrator at
least thirty (30) days before the effective date of the modification or suspension.
Each month, the Participant’s Enhancement Amount, if any, shall be recorded as an
advance on the Participant’s Debit Balance Account and shall be remitted to the
Administrator. Notwithstanding the foregoing, a Participant may elect on or before
November 30, 2008 to increase his or her Enhancement Amount during the New Horizon
Period up to the maximum Base Monthly Contribution allowed under the second sentence
of Section 1.8, and such election may be modified or suspended once during each
calendar quarter by filing a new Election Form with the Administrator at least
thirty (30) days before the effective date of the modification or suspension.



     5. Pursuant to Section 9.1(a) of ATOP, the Company hereby amends ATOP by adopting the
following Contribution Addenda to be used with Participants eligible under Section 1.8 for a New
Horizon Enhancement during the New Horizon Period:



- 28 -









 





HealthMarkets, Inc.

Agent’s Total Ownership Plan

ATOP

Contribution Addendum




	 	 	 
	Participating Agency:

	 	UGA — Association Field Services,

a division of The MEGA Life and Health Insurance Company

c/o HealthMarkets

9151 Boulevard 26

North Richland Hills, Texas 76180





In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base Monthly Contribution shall
be calculated as a percentage of such Participant’s commissions, as set forth below; provided that
a Participant’s Base Monthly Contribution shall never exceed $2,000 ($3,000 during the New Horizon
Period, subject to the conditions of Section 1.8 of ATOP) in the aggregate from commissions and/or
compensation received from all Participating Agencies.





	 	A.	 	Commissions from personal production.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Up to an additional four percent (4%) of the first year
commissions posted to the Participant’s Debit Balance Account in the immediate
preceding month, provided the Participant remains eligible under Section 1.8 of
ATOP for a New Horizon Enhancement during the New Horizon Period; plus
	 
	 	3.	 	Twenty-five percent (25%) of the renewal commissions posted to
the Participant’s Debit Balance Account in the immediate preceding month.






	 	B.	 	Override commissions for all Field Leader levels.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Up to an additional four percent (4%) of the first year
commissions posted to the Participant’s Debit Balance Account in the immediate
preceding month, provided the Participant remains eligible under Section 1.8 of
ATOP for a New Horizon Enhancement during the New Horizon Period; plus
	 
	 	3.	 	Twenty percent (20%) of the renewal commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month.





     This Addendum is effective as of September 1, 2008.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HealthMarkets, Inc.	 	 	 	UGA — Association Field Services, a division of The
MEGA Life and Health Insurance Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:	 	 	 	 	 	 	 	Printed Name:	 	 	 	 
	 

	 	Title: 
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	
	 	 	 	 	 	
	 	 







- 29 -









 






HealthMarkets, Inc.

Agent’s Total Ownership Plan

ATOP

Contribution Addendum




	 	 	 
	Participating Agency:

	 	New United Agency, Inc.

c/o HealthMarkets

9151 Boulevard 26

North Richland Hills, Texas 76180






     In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base Monthly Contribution
shall be calculated as a percentage of such Participant’s commissions, as set forth below; provided
that a Participant’s Base Monthly Contribution shall never exceed $2,000 ($3,000 during the New
Horizon Period, subject to the conditions of Section 1.8 of ATOP) in the aggregate from commissions
and/or compensation received from all Participating Agencies.




	 	A.	 	Commissions from personal production.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Up to an additional four percent (4%) of the first year
commissions posted to the Participant’s Debit Balance Account in the immediate
preceding month, provided the Participant remains eligible under Section 1.8 of
ATOP for a New Horizon Enhancement during the New Horizon Period; plus
	 
	 	3.	 	Twenty-five percent (25%) of the renewal commissions posted to
the Participant’s Debit Balance Account in the immediate preceding month.






	 	B.	 	Override commissions for all Field Leader levels.






	 	1.	 	One percent (1%) of the first year commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Up to an additional four percent (4%) of the first year
commissions posted to the Participant’s Debit Balance Account in the immediate
preceding month, provided the Participant remains eligible under Section 1.8 of
ATOP for a New Horizon Enhancement during the New Horizon Period; plus
	 
	 	3.	 	Twenty percent (20%) of the renewal commissions posted to the
Participant’s Debit Balance Account in the immediate preceding month.





     This Addendum is effective as of September 1, 2008.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HealthMarkets, Inc.	 	 	 	New United Agency, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:	 	 	 	 	 	 	 	Printed Name:	 	 	 	 
	 

	 	Title: 
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	
	 	 	 	 	 	
	 	 






- 30 -









 






HealthMarkets, Inc.

Agent’s Total Ownership Plan

ATOP

Contribution Addendum




	 	 	 
	Participating Agency:

	 	Performance Driven Awards, Inc.

c/o HealthMarkets

9151 Boulevard 26

North Richland Hills, Texas 76180






     In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base Monthly Contribution
shall be calculated as a percentage of such Participant’s field services representative
compensation (“FSR Compensation”), as set forth below; provided that a Participant’s Base Monthly
Contribution shall never exceed $2,000 ($3,000 during the New Horizon Period, subject to the
conditions of Section 1.8 of ATOP) in the aggregate from commissions and/or compensation received
from all Participating Agencies.




	 	A.	 	FSR Compensation from personal production.






	 	1.	 	One percent (1%) of the first year FSR Compensation posted to
the Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Up to an additional four percent (4%) of the first year FSR
Compensation posted to the Participant’s Debit Balance Account in the immediate
preceding month, provided the Participant remains eligible under Section 1.8 of
ATOP for a New Horizon Enhancement during the New Horizon Period; plus
	 
	 	3.	 	Twenty-five percent (25%) of the renewal FSR Compensation
posted to the Participant’s Debit Balance Account in the immediate preceding
month.






	 	B.	 	Override FSR Compensation for all Field Leader levels.






	 	1.	 	One percent (1%) of the first year FSR Compensation posted to
the Participant’s Debit Balance Account in the immediate preceding month; plus
	 
	 	2.	 	Up to an additional four percent (4%) of the first year FSR
Compensation posted to the Participant’s Debit Balance Account in the immediate
preceding month, provided the Participant remains eligible under Section 1.8 of
ATOP for a New Horizon Enhancement during the New Horizon Period; plus
	 
	 	3.	 	Twenty percent (20%) of the renewal FSR Compensation posted to
the Participant’s Debit Balance Account in the immediate preceding month.





     This Addendum is effective as of September 1, 2008.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HealthMarkets, Inc.	 	 	 	Performance Driven Awards, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:	 	 	 	 	 	 	 	Printed Name:	 	 	 	 
	 

	 	Title: 
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	
	 	 	 	 	 	
	 	 






- 31 -









 






     6. The terms of ATOP, as amended and supplemented hereby, are confirmed in all respects and
remain in full force and effect.



     7. This Fourth Amendment is effective as of September 1, 2008.



	 	 	 	 	 
	 	HealthMarkets, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	Peggy
G. Simpson	 
	 	 	Its: 	Corporate Secretary	 
	 




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