exv4w3






Exhibit 4.3




 





HEALTHMARKETS, INC.




Agency Matching Total Ownership Plan




(As Amended and Restated Effective April 5, 2006)




(“AMTOP”)




 





	 	 	 
	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




- 1 -









 








HEALTHMARKETS, INC.




Agency Matching Total Ownership Plan (Amtop)




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 ATOP.



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



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



          1.6. “AMTOP Account” means a separate book account of each Participant’s AMTOP Equivalent
Shares, as maintained by the Administrator.



          1.7. “AMTOP Credits” means Matching Credits, Bonus Credits, Forfeiture Credits, Dividend
Credits and Founder’s Credits that the Administrator posts to Participants’ AMTOP Accounts, as set
forth in Article IV.



          1.8. “AMTOP Credit Addendum” means the addendum filed with the Administrator by each
Participating Agency, which sets forth the production requirements and the Matching Percentage
applicable to a Participating Agency’s participating Agents. Such AMTOP Credit Addenda are
incorporated by reference into this AMTOP plan document.



          1.9. “AMTOP Payment” means the vested portion of the AMTOP Credits transferred to a
Participant’s ATOP Account pursuant to Section 5.7.



          1.10.
“ATOP” means the HealthMarkets Agents’ Total Ownership Plan, as amended and restated
effective April 5, 2006.



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



          1.12. “Bonus Credits” means Equivalent Shares which a Participating Agency in its sole
discretion may request the Administrator on behalf of the Sponsoring Company to post to AMTOP
Accounts of certain Participants, including but not limited to any credits under ITOP or any other
cash and wealth program of the Sponsoring Company or any Participating Agency or Affiliate
transferred to AMTOP.





- 2 -









 







          1.13. “Calendar Year” means the twelve (12) month period commencing on January 1 and ending on
December 31.



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



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



          1.16. “Dividend Credits” means Equivalent Shares that the Administrator posts to each
Participant’s AMTOP Account in any month on behalf of the Sponsoring Company pursuant to Section
4.5.



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



          1.18. “Equivalent Shares” means a book credit representing the number of whole Shares which
would have been purchased had AMTOP Credits been invested in Shares on the date such credits were
posted to each Participant’s AMTOP Account.



          1.19. “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.



          1.20. “Forfeiture Credit Pools” means separate pools of Matching Credits, Dividend Credits
and/or certain Bonus Credits, in each case which are forfeited under Article V by Participants in
AMTOP who experience a Termination Date or a Complete Withdrawal under Section 8.3(a) of ATOP
between July 1 of the prior Plan Year and June 30 of the current Plan Year.



          1.21. “Forfeiture Credits” means Matching Credits, Dividend Credits and/or certain Bonus
Credits transferred by the Administrator from the Forfeiture Credit Pools to the AMTOP Accounts of
Participants who qualify under Section 4.4.



          1.22. “Founder’s Credits” means Equivalent Shares that the Administrator posts to the AMTOP
Accounts of Participants who qualify under Section 4.3.



- 3 -









 





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



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



          1.25. “Matching Credit” means Equivalent Shares that the Administrator posts to each
Participant’s AMTOP Account in any month on behalf of the Sponsoring Company, pursuant to Section
4.1.



          1.26. “Matching Percentage” means the percentage designated from time to time by each
Participating Agency on an AMTOP Credit Addendum for purposes of determining the Matching Credits
to be posted pursuant to Section 4.1 to a Participant’s AMTOP Account by the Administrator on
behalf of the Sponsoring Company; provided, however, that the Matching Percentage is established
initially at one hundred percent (100%).



          1.27. “Participant” means an Agent who is eligible to participate in AMTOP pursuant to Section
3.1 of AMTOP.



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



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



          1.30. “Plan Year” means the Calendar Year.



          1.31. “Share” means a share of HealthMarkets’ Class A-2 common stock, $.01 par value per
share.



          1.32. “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.



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



          1.34. “Sponsoring Company” shall mean HealthMarkets.



          1.35. “Termination Date” means the date on which the Participant’s contractual relationship
with a Participating Agency is terminated due to such Participant’s Disability (as defined in
Section 1.14) or such Participant’s death, or the actual date on which the Participant otherwise
ceases to be a member of or contracted with a Participating Agency.



          1.36.
“Valuation Date” shall mean each March 31, June 30, September 30 and December 31 of each
Plan Year.



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





- 4 -









 







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



          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.),
each Matching Credit then posted to a Participant’s AMTOP Account under any Agent Matching Plan
shall represent an equivalent book credit representing one Share (as defined in Section 1.31 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



- 5 -









 







of HealthMarkets 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. - AMTOP 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 - AMTOP 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 AMTOP may include, but is not limited to,
valid certificates, affidavits, documents, or other information considered pertinent and reliable
by the Administrator.



          2.8. AMTOP Administration



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



          (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 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 AMTOP. The Agent Plan
Administrative Committee shall meet as, if and when required under the terms of AMTOP, 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



- 6 -









 







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, the 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 AMTOP
shall be taken by an officer duly authorized to take such action by the Board, Administrator, the
Agent Plan Administrative Committee or a Participating Agency, as the case may be. If a
Participating Agency is not a corporation, any action required or permitted to be taken under AMTOP
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 For Participation - Subject to the terms and conditions of AMTOP, each Agent
will become eligible for participation in AMTOP after completion of one (1) full Calendar Year
following the date the Agent entered into a written Contract with a Participating Agency and has
fulfilled all ITOP eligibility requirements or, in the case of a Complete Withdrawal by a
Participant pursuant to Section 8.3(a) of ATOP, such Agent has completed the Period of
Ineligibility, provided that such Agent has properly completed a Participant’s Election Form and
such form has been received and acknowledged by the Administrator.



          3.2. Termination - The Participant shall become ineligible to participate in AMTOP on his or
her Termination Date.



- 7 -









 





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



ARTICLE IV.




AMTOP CREDITS




          4.1. Matching Credit - For any given month, a Participant must meet the production requirement
set forth on the applicable AMTOP Credit Addendum and make an ATOP contribution to be eligible for
the Matching Credit; provided, however, that in no event shall the value of a monthly Matching
Credit exceed $2,000 in any given month. Each month the Administrator will post on behalf of a
Participating Agency a Matching Credit to the AMTOP Account of each Participant eligible for such
Matching Credit. Except as provided in the applicable AMTOP Credit Addendum, the Matching Credit
posted to each Participant’s AMTOP Account, if any, shall equal the number of Shares purchased
under ATOP for that month with the Participant’s ATOP contribution, excluding any Enhancement
Amounts (as that term is defined in ATOP), multiplied by the Matching Percentage. The posting date
of the Matching Credit will be the same day as the Participant’s Credit Date (as that term is
defined in ATOP) for the Participant’s ATOP contributions for the month.



          4.2. Bonus Credits - A Participating Agency in its discretion (with the approval of the Agent
Plan Administrative Committee) may request the Administrator from time to time to post Bonus
Credits to all, or to a group constituting of less than all, Participants’ AMTOP Accounts. Unless
otherwise directed by the Administrator and approved by the Agent Plan Administrative Committee in
any Plan Year and communicated to Participants, Bonus Credits forfeited under Article V do not
become a part of the Forfeiture Credit Pool.



          4.3. Founder’s Credits - Each AMTOP Participant shall have one Founder’s Credit posted to his
or her AMTOP Account for each Matching Credit that is so posted during the twelve (12) months
following the Effective Time. Founder’s Credits shall be subject to the same terms and conditions
as Matching Credits, provided, however, that Founder’s Credits forfeited under Article V shall not
become a part of the Forfeiture Credit Pool.



          4.4. Allocation of Forfeiture Credits -



          (a) Subject to the special allocation provisions of subparagraph (d) hereof, on June 30 of
each Plan Year, the Administrator will determine and post a Forfeiture Credit to each active
Participant’s AMTOP Account from the Forfeiture Credit Pool. Each Participant’s Forfeiture Credit
shall be determined, to the nearest whole Equivalent Share, by multiplying the Forfeiture Credit
Pool by a fraction, (i) the numerator of which is the total Matching Credits which were posted to
the Participant’s AMTOP Account for the period beginning July 1 of the previous Plan Year and
ending June 30 of the current Plan Year (the “Calculation Period”) and (ii) the denominator of
which is the aggregate of the Matching Credits posted to all active Participants’ AMTOP Accounts
for the Calculation Period; provided, however, that, for purposes of calculating the numerator and
the denominator of such fraction, the total number of Matching Credits credited to any
Participant’s AMTOP Account during such Calculation Period shall be deemed not to exceed the amount
of $15,000 divided by the Fair Market Value of Shares as of the Valuation Date immediately
preceding such June 30. For purposes of this Section 4.4, an active Participant is a Participant
who is under Contract with a Participating Agency at June 30 of the current Plan Year.



- 8 -









 





          (b) If and to the extent that (i) the Administrator posts Bonus Credits pursuant to Section
4.2 to AMTOP Accounts of a group of Participants constituting less than all Participants’ AMTOP
Accounts (such group of Participants herein referred to as the “Participant Sub-Group”), (ii) the
Participating Agency determines in its discretion (with the approval of the Agent Plan
Administrative Committee) that, if forfeited, such Bonus Credits shall become a part of the
Forfeiture Credit Pool, and Participants in the Participant Sub-Group are so notified at the time
such Bonus Credits (“Designated Bonus Credits”) are initially granted, then in such event a
Participating Agency may direct the Administrator to post the forfeited Designated Bonus Credits to
the AMTOP Accounts of the active Participants in the Participant Sub-Group. A Participant in the
Participant Sub-Group who has received the Designated Bonus Credits and is active as of June 30 of
the then current year will receive a portion of the forfeited Designated Bonus Credits for the
period of July 1 of the prior year to June 30 of the current year determined, to the nearest whole
Equivalent Share, by multiplying the number of forfeited Designated Bonus Credits by a fraction,
(i) the numerator of which is the total Designated Bonus Credits which were posted to the
Participant’s AMTOP Account for the period beginning July 1 of the previous Plan Year and ending
June 30 of the current Plan Year (the “Calculation Period”) and (ii) the denominator of which is
the aggregate of the Designated Bonus Credits posted to all active Participants’ AMTOP Accounts for
the Calculation Period; provided, however, that, for purposes of calculating the numerator and the
denominator of such fraction, the total number of Designated Bonus Credits credited to any
Participant’s AMTOP Account during such Calculation Period shall be deemed not to exceed the amount
of $15,000 divided by the Fair Market Value of Shares as of the Valuation Date immediately
preceding such June 30.



          (c) If and to the extent that (i) the Administrator posts Dividend Credits pursuant to Section
4.5 and (ii) the Participating Agency determines in its discretion (with the approval of the Agent
Plan Administrative Committee) that such Dividend Credits, if forfeited, shall become a part of the
Forfeiture Credit Pool and Participants who initially received such Dividend Credits are so
notified at the time such Dividend Credits are granted, then in such event a Participating Agency
may direct the Administrator to post the forfeited Dividend Credits to the AMTOP Accounts of the
active Participants who initially received such Dividend Credits. A Participant who has received
the Dividend Credits while a Participant in AMTOP and is active as of June 30 of the then current
year will receive a portion of the forfeited Dividend Credits for the period of July 1 of the prior
year to June 30 of the current year determined, to the nearest whole Equivalent Share, by
multiplying the number of forfeited Dividend Credits by a fraction, (i) the numerator of which is
the total Dividend Credits which were posted to the Participant’s AMTOP Account for the period
beginning July 1 of the previous Plan Year and ending June 30 of the current Plan Year (the
“Calculation Period”), and (ii) the denominator of which is the aggregate of Dividend Credits
posted to all active Participants’ AMTOP Accounts for the same period; provided, however, that, for
purposes of calculating the numerator and the denominator of such fraction, the total number of
Dividend Credits credited to any Participant’s AMTOP Account during such Calculation Period shall
be deemed not to exceed the amount of $15,000 divided by the Fair Market Value of Shares as of the
Valuation Date immediately preceding such June 30.



          (d) The following special allocation provisions shall be applicable notwithstanding the
foregoing provisions of subparagraph (a):




	 	1.	 	On the December 31 of the Calendar Year in which a Participant shall have
completed ten (10) Years of Participation in AMTOP, the Administrator shall calculate
the number of Forfeiture Credits to which such Participant would be entitled if the
allocation of the Forfeiture Credit Pool had been made on such December 31 rather than
on the succeeding June 30 as otherwise provided in subparagraph (a) (such number of
Forfeiture Credits herein referred to as the “10-Year Frozen Credit Amount”), and, on
the June 30 subsequent to such December 31, in lieu of allocation in accordance with
subparagraph (a) hereof and if and so long as such Participant is then active as of
such




- 9 -









 






	 	 	 	June 30, the Administrator shall post to such Participant’s AMTOP Account a number
of Forfeiture Credits equal to the 10-Year Frozen Credit Amount.
	 
	 	2.	 	On the December 31 of the Calendar Year in which a Participant shall have
completed fifteen (15) Years of Participation in AMTOP, the Administrator shall
calculate the number of Forfeiture Credits to which such Participant would be entitled
if the allocation of the Forfeiture Credit Pool had been made on such December 31
rather than on the succeeding June 30 as otherwise provided in subparagraph (a) (such
number of Forfeiture Credits herein referred to as the “15-Year Frozen Credit Amount”),
and on the June 30 subsequent to such December 31, in lieu of allocation in accordance
with subparagraph (a) hereof and if and so long as such Participant is then active as
of such June 30, the Administrator shall post to such Participant’s AMTOP Account a
number of Forfeiture Credits equal to the 15-Year Frozen Credit Amount.
	 
	 	3.	 	On the December 31 of the Calendar Year in which a Participant shall have
completed sixteen (16) Years of Participation in AMTOP, and on each December 31
thereafter, the Administrator shall calculate the number of Forfeiture Credits to which
such Participant would be entitled if the allocation of the Forfeiture Credit Pool had
been made on such December 31 rather than on the succeeding June 30 as otherwise
provided in subparagraph (a) (such number of Forfeiture Credits herein referred to as
the “16-Year Frozen Credit Amount”), and on the June 30 subsequent to each such
December 31 the Administrator, in lieu of allocation in accordance with subparagraph
(a) hereof and if and so long as such Participant is then active as of such June 30,
shall post to such Participant’s AMTOP Account a number of Forfeiture Credits equal to
the 16-Year Frozen Credit Amount.





          4.5. Dividends; Dividend Credits - A book credit equal to amount of cash dividends, if any,
with respect to a Share, multiplied by the number of AMTOP Credits in a Participant’s AMTOP
Account, shall be credited to such Participant’s AMTOP Account not later than and the
15th day of the third month after the close of the Plan Year in which such dividends are
received by the Administrator. Such book credit shall be in the form of Equivalent Shares to the
nearest whole Share that could be purchased with such payment at Fair Market Value per Share
determined as of the immediately preceding Valuation Date or Special Dividend Valuation Date, as
applicable.



          4.6. Shares Subject to AMTOP - The Shares with respect to which awards may be made under AMTOP
shall be Shares currently authorized but unissued, Shares currently held and/or Shares subsequently
acquired by HealthMarkets or any subsidiary of HealthMarkets, as treasury shares (including Shares
purchased on the open market or in private transactions). Subject to the provisions of this
Section 4.6, the number of Shares which may be delivered under AMTOP shall not exceed 3,000,000
Shares in the aggregate. HealthMarkets will at all times reserve and keep available a sufficient
number of Shares to satisfy the requirements of AMTOP. In the event that Equivalent Shares are
forfeited pursuant to the provisions of AMTOP, such Equivalent Shares shall again be available for
awards under AMTOP.



ARTICLE V.




VESTING AND PAYMENT TO ATOP




          5.1. Vesting - Subject to Section 5.2, 5.3, 5.4 and 5.5, a portion of a Participant’s
previously unvested AMTOP Account balance shall vest on each January 1 based on the Participant’s
consecutive Years of Participation on that date in accordance with the following schedule. For
purposes of determining the vested percentage of a Participant’s AMTOP Account balance, Years of
Participation



- 10 -









 




prior to any Period of Ineligibility will not be counted. Except as set forth in Section 5.4,
a Participant’s Contract with a Participating Agency must be in effect on December 31 of the prior
Plan Year in order to proceed on the vesting schedule on any January 1.




	 	 	 
	 	 	VESTED PERCENTAGE OF PREVIOUSLY
	 	 	UNVESTED
	COMPLETE YEARS OF	 	AMTOP CREDITS
	PARTICIPATION	 	ON JANUARY 1
	Less than 1
	 	0%
	1 but less than 5
	 	15%
	5 but less than 8
	 	20%
	8 but less than 9
	 	25%
	9 but less than 10
	 	50%
	10
	 	100%






          5.2. Alternate Vesting Schedule for Certain Participants - If a Participant has completed ten
(10) consecutive years of vesting under AMTOP and has not had a complete withdrawal under ATOP and
has not incurred a Period of Ineligibility under ATOP, then his or her AMTOP Account balance under
AMTOP shall vest on each January 1 based on the Participant’s consecutive Years of Participation on
that date in accordance with the following schedule. Except as set forth in Section 5.4, a
Participant’s Contract with a Participating Agency must be in effect on December 31 of the prior
Plan Year in order to proceed on the vesting schedule on any January 1.



	 	 	 
	 	 	VESTED PERCENTAGE OF PREVIOUSLY
	 	 	UNVESTED
	COMPLETE YEARS OF	 	AMTOP CREDITS
	PARTICIPATION	 	ON JANUARY 1
	Less than 1
	 	0%
	1 but less than 2
	 	20.00%
	2 but less than 3
	 	33.33%
	3 but less than 4
	 	45.46%
	4 but less than 5
	 	63.64%
	5 or more
	 	100.00%






          5.3. Alternate Vesting Schedule for Certain Participants Who Have completed the Alternate
Vesting Schedule in 5.2 - If a Participant has completed ten (10) consecutive years of vesting
under AMTOP and five (5) additional years of vesting as outlined in Section 5.2 under AMTOP and has
not had a complete withdrawal under ATOP, and has not incurred a Period of Ineligibility under
ATOP, then his or her AMTOP Account balance under AMTOP shall vest one hundred percent (100%) each
January 1. Except as set forth in Section 5.4, a Participant’s Contract with a Participating
Agency must be in effect on December 31 of the prior Plan Year in order to proceed on the vesting
schedule on any January 1.



          5.4. Vesting on Termination due to Death or Disability - If a Participant experiences a
Termination Date due to death or Disability, the Participant’s AMTOP Credits that have not vested
as of such Termination Date will become one hundred percent (100%) vested.



          5.5. Discretionary Vesting Acceleration - Notwithstanding the foregoing, the Sponsoring
Company reserves the right in its discretion (with the approval of
the Agent Plan Administrative Committee) to modify and/or accelerate the vesting schedule hereinabove set forth as to any
individual Participant in AMTOP.




- 11 -









 








          5.6. Forfeitures - Subject to Section 5.4 and 5.5, if a Participant’s contractual relationship
with all Participating Agencies is terminated with or without cause during the current Plan Year or
if a Participant experiences a complete withdrawal from ATOP under Section 8.3(a) of ATOP, then the
nonvested portion of his or her AMTOP Account shall be forfeited as of his or her Termination Date.
Forfeited Matching Credits and/or certain Bonus Credits and/or Dividend Credits shall be
accumulated into a Forfeiture Credit Pool to be allocated and posted pursuant to Section 4.4.



          5.7. AMTOP Payment - As soon as administratively practicable after January 1 of each Plan
Year, the Sponsoring Company will make an AMTOP Payment to the ATOP Account of each of its active
Agents participating in AMTOP in an amount equal to the newly vested AMTOP Credits under his or her
AMTOP Account (to the nearest whole Equivalent Share). The AMTOP Payment shall be made in the form
of Shares or cash equal to the amount necessary to purchase a number of Shares equal to the
Participant’s then vested AMTOP Credits. Shares acquired for purposes of the AMTOP Payment may be
newly issued Shares, Shares acquired by open market purchase and/or Shares purchased from ATOP
Participants, as determined by the Administrator in its sole discretion. At the time the AMTOP
Payment is made to the Participant’s ATOP Account, the number of such vested AMTOP Credits will be
deducted from the Participant’s AMTOP Account. For purposes of this Section 5.7, an active Agent
participating in AMTOP is a Participant under contract with a Participating Agency on December 31
of the prior Plan Year.



          5.8. Reduction of AMTOP Payment - In the event the Sponsoring Company, the Administrator or a
Participating Agency shall be held liable under the federal securities laws, the securities laws of
any state or otherwise to any Participant for any loss incurred by such Participant’s ATOP Account,
then the AMTOP Payment and any prior AMTOP Payment shall be reduced on a dollar-for-dollar basis by
the amount the Administrator on behalf of the Sponsoring Company credits the Participant’s ATOP
Account in respect to such liability.



          5.9. Value of Vested AMTOP Credits -



          (a) The value of vested AMTOP Credits shall be determined as of the January 1 on which such
AMTOP Credits vest by multiplying the number of AMTOP Credits then vesting times the Fair Market
Value per Share as determined as of the immediately preceding Valuation Date.



          (b) The value of AMTOP Credits vesting upon the death of a Participant shall be determined by
multiplying the number of such AMTOP Credits then vesting by the Fair Market Value per Share as
determined as of the Valuation Date immediately preceding the date of death.



          (c) The value of AMTOP Credits vesting upon the Disability of a Participant shall be
determined by multiplying the number of such AMTOP Credits then vesting by the Fair Market Value
per Share as determined as of the Valuation Date immediately preceding the date the Plan
Administrator receives notification of Disability.



- 12 -









 





ARTICLE VI.




AMENDMENT AND TERMINATION OF PLAN




          6.1. Amendment




          (a) Subject to Section 5.8, the Sponsoring Company through the Administrator reserves the
right to amend AMTOP at any time for any reason, provided, however, that (a) no such amendment may
(i) reduce a Participant’s AMTOP Payment to an amount less than the amount the Participant would be
entitled to receive if he or she experienced a Termination Date with a Participating Agency on the
day immediately preceding the effective date of the Amendment and (b) any proposed amendment to the
Plan will be subject to approval of the shareholders of HealthMarkets if such amendment would have
the effect of (i) materially increasing the benefits accruing to participants under the Plan, (ii)
materially increasing the aggregate number of securities that may be issued under the Plan or (iii)
materially modifying the requirements as to eligibility for participation in the Plan.



          (b) Any Participating Agency may, with approval of the Sponsoring Company, revise any part of
its AMTOP Credit Addendum, including the stated Matching Percentage, by filing an amended AMTOP
Credit Addendum with the Administrator. Amendments will become effective forty-five (45) days
after notice of such amendment is distributed to Participants in accordance with procedures
established by the Administrator, in its sole discretion, from time to time.



          6.2. Termination - While HealthMarkets expects and intends to continue AMTOP, it reserves the
right to terminate AMTOP at any time. AMTOP will terminate as to all Participants on the first to
occur of the following:




	 	(a)	 	the date AMTOP is terminated by HealthMarkets;
	 
	 	(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 AMTOP will be continued by any successor to
HealthMarkets or any purchaser of substantially all of HealthMarkets’ assets, in which
case the successor or purchaser will be substituted for HealthMarkets under AMTOP.





          6.3. Withdrawal of Participating Agency - A Participating Agency may withdraw its
participation in AMTOP, or the Sponsoring Company through the Administrator may terminate any
Participating Agency’s participation in AMTOP, in each case by submitting written notification of
such event to the other party at least thirty (30) days prior to the effective date of such
withdrawal or termination of participation. In the event a Participating Agency notifies the
Administrator that it ceases to adopt AMTOP, or the Sponsoring Company through the Administrator
withdraws its consent to the adoption of AMTOP by a Participating Agency, AMTOP shall terminate as
to all Participants who are members of or contracted with such Participating Agency, as of the
effective date of either such notice.



          6.4. AMTOP Payments on Termination - On termination of AMTOP in accordance with Sections 6.2
or 6.3, vesting of AMTOP Credits will be at the sole discretion of the Sponsoring Company. Each
Participant’s final AMTOP Payment, if any, will be made as soon as administratively practicable
following the date of such termination in accordance with Section 5.7. Subject to Section 5.8, no
termination may retroactively reduce AMTOP Credits previously transferred to a Participant’s ATOP
Account.



          6.5. Notice of Amendment - The Administrator will notify affected Participants of any material
amendment or termination of AMTOP.



          6.6. Rights of Participants - Subject in all respects to the right of the Sponsoring Company
as provided in Section 6.1 hereof to amend AMTOP at any time and the right of the Sponsoring
Company to



- 13 -









 







terminate AMTOP as provided in Section 6.2 hereof at any time, it is agreed and hereby
acknowledged that the obligations, if any, to maintain and fund AMTOP shall be and remain solely
the obligations of HealthMarkets in its capacity as Sponsoring Company and not the obligations 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 funding or administration
of AMTOP. Notwithstanding the foregoing, the Sponsoring Company reserves the right to fund and/or
administer AMTOP through one or more of its subsidiaries.



          6.7. Prior Plan Agreements Superseded. The terms of AMTOP 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 AMTOP I and
AMTOP II.



          6.8.
Certificate of Incorporation – For the purposes of clarity, each Share transferred to a
Participant’s ATOP Account under AMTOP shall be subject to the provisions of the Certificate of
Incorporation, including any transfer, forced sale, redemption and other restrictions set forth
therein.



- 14 -









 





HealthMarkets, Inc.

Agency Matching Total Ownership Plan

AMTOP

AMTOP Credit 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
	 
	 	 
	 

	 	New United Agency, Inc.

500 Grapevine Highway

Suite 300

Hurst, Texas 76054
	 
	 	 
	 

	 	Performance Driven Awards, Inc.

500 Grapevine Highway, Suite 300

Hurst, Texas 76054







	 	I.	 	MATCHING PERCENTAGE - Subject to the following provisions and Article IV of the AMTOP plan
document, the Matching Percentage is established at 100%.
	 
	 	II.	 	QUALIFYING PRODUCTION REQUIREMENT - Subject to the following provisions and Article IV of the
AMTOP plan document, each Participant will be eligible for a Matching Credit




- 15 -









 






	 	 	 	each month if he or she attains the following production requirements stated in terms of
qualified production credits (“QPCs”) of insurance policies and/or ancillary products
submitted during the immediately preceding three (3) month period:





	 	 	 	 	 
	 	 	Personal QPCs	 	Team QPCs
	Writing Agents

	 	40,000 QPCs
	 	N/A
	District Sales Leader

	 	40,000 QPCs
	 	160,000 QPCs
	Divisional Sales Leader

	 	40,000 QPCs
	 	360,000 QPCs
	Regional Sales Leader

	 	40,000 QPCs
	 	2,500,000 QPCs






             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:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	New United Agency, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Performance Driven Awards, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





- 16 -









 





HealthMarkets, Inc.




Agency Matching Total Ownership Plan

(“AMTOP”)

First Amendment




          This First Amendment (the “First Amendment”) amends that certain HealthMarkets, Inc. Agency
Matching Total Ownership Plan as amended and restated effective April 5, 2006 (“AMTOP”) 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 AMTOP.



          1. Pursuant to Section 6.1(a) of AMTOP, HealthMarkets, Inc. (the “Company”) hereby amends
Section 1.19 of AMTOP by deleting Section 1.19 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. The terms of AMTOP, as amended and supplemented hereby, are confirmed in all
respects and remain in full force and effect.



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



	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


Name:
	 	 
 



Peggy G. Simpson
	 	 
	 
	 

	 	Its:
	 	Corporate Secretary	 	 






- 17 -









 





HealthMarkets, Inc.

Agency Matching Total Ownership Plan

(“AMTOP”)




Second Amendment




          This Second Amendment (this “Second Amendment”) amends that certain HealthMarkets, Inc. Agency
Matching Total Ownership Plan as amended and restated effective April 5, 2006, as further amended
by that certain First Amendment to the HealthMarkets, Inc. Agency Matching Total Ownership Plan
effective March 14, 2007 (as amended, “AMTOP”) 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 AMTOP.



          7. Pursuant to Section 6.1 of AMTOP, HealthMarkets, Inc. (the “Company”) hereby amends Section
4.5 of AMTOP by deleting Section 4.5 in its entirety and inserting in lieu thereof and in
substitution therefor the following:




“Dividends; Dividend Credits - A book credit equal to amount of cash dividends, if any, with
respect to a Share, multiplied by the number of AMTOP Credits in a Participant’s AMTOP Account,
shall be credited to such Participant’s AMTOP Account promptly after such dividends are received
by the Administrator. Such book credit shall be in the form of Equivalent Shares to the nearest
whole Share that could be purchased with such payment at Fair Market Value per Share determined
as of the immediately preceding Valuation Date or Special Dividend Valuation Date, as
applicable.”



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



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



	 	 	 	 	 	 	 
	 	 	HealthMarkets, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:



Name:
	 	 
 



Peggy G. Simpson
	 	 
	 
	 

	 	Its:
	 	Corporate Secretary	 	 







- 18 -











 





HealthMarkets, Inc.

Agency Matching Total Ownership Plan

(“AMTOP”)




Third Amendment




     This Third Amendment (the “Third Amendment”) amends that certain HealthMarkets, Inc. Agency
Matching Total Ownership Plan as amended and restated effective April 5, 2006, as further amended
by that certain First Amendment to the HealthMarkets, Inc. Agency Matching Total Ownership Plan
effective as of March 14, 2007 and that certain Second Amendment to the HealthMarkets, Inc. Agency
Matching Total Ownership Plan effective as of May 3, 2007 (as amended, “AMTOP”) 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 AMTOP.



     1. Pursuant to Section 6.1 of AMTOP, HealthMarkets, Inc. hereby amends AMTOP by deleting
Section 1.19 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 AMTOP, 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	 
	 








- 19 -









 











HealthMarkets, Inc.

Agency Matching Total Ownership Plan

(“AMTOP”)




Fourth Amendment




     This Fourth Amendment (the “Fourth Amendment”) amends that certain HealthMarkets, Inc. Agency
Matching Total Ownership Plan as amended and restated effective April 5, 2006, as further amended
by that certain First Amendment to the HealthMarkets, Inc. Agency Matching Total Ownership Plan
effective March 14, 2007, that certain Second Amendment to the HealthMarkets, Inc. Agency Matching
Total Ownership Plan effective May 3, 2007 and that certain Third Amendment to the HealthMarkets,
Inc. Agency Matching Total Ownership Plan effective August 15, 2008 (as amended, “AMTOP”), 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 AMTOP.



     1. Pursuant to Section 6.1 of AMTOP, effective as of December 31, 2008 HealthMarkets, Inc.
(the “Company”) hereby amends AMTOP by deleting Section 1.15 in its entirety and inserting in lieu
thereof and in substitution therefore 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.



     2. Pursuant to Section 6.1 of AMTOP, effective as of September 1, 2008 the Company hereby
amends AMTOP by deleting Section 1.26 in its entirety and inserting in lieu thereof and in
substitution therefore the following:




     “Matching Percentage” means the percentage designated from time to time by each
Participating Agency on an AMTOP Credit Addendum for purposes of determining the
Matching Credits to be posted pursuant to Section 4.1 to a Participant’s AMTOP
Account by the Administrator on behalf of the Sponsoring Company; provided, however,
that the Matching Percentage is established initially at one hundred percent (100%).
Notwithstanding the foregoing, subject to the last sentence of this Section 1.26,
the Matching Percentage shall be increased and shall be equal to two hundred percent
(200%) with respect to such eligible Agent’s Matching Credits posted 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 of ATOP (other than a partial withdrawal under Section
8.2(a)(3) of ATOP), a complete withdrawal under Section 8.3 of ATOP (other than a
complete withdrawal under Section 8.3(b) of ATOP as a result of death or Disability)
or a special ATOP distribution and withdrawal under Section 8.5 of ATOP (other than
a special ATOP distribution and withdrawal under Section 8.5(a) of ATOP as of the
Initial Dream Team I Withdrawal Date, but not in any period succeeding the Initial
Dream Team I Withdrawal Date). The additional one hundred percent (100%) added to
the Matching Percentage during the New Horizon Period, together with the additional $1,000 added to the
maximum monthly Matching Credit during the New Horizon Period as described in the



- 20 -









 






first sentence of Section 4.1, shall be referred to herein as the “New Horizon
Enhancement.” The New Horizon Enhancement shall apply only during the period of the
Participant’s enrollment in New Horizon and shall apply solely to first year
commissions and/or compensation and not to renewal commissions and/or compensation.



     3. Pursuant to Section 6.1 of AMTOP, effective as of September 1, 2008 the Company hereby
amends AMTOP by deleting Section 4.1 in its entirety and inserting in lieu thereof and in
substitution therefore the following:




     Matching Credit — For any given month, a Participant must meet the production
requirement set forth on the applicable AMTOP Credit Addendum and make an ATOP
contribution to be eligible for the Matching Credit; provided, however, that in no
event shall the value of a monthly Matching Credit exceed $2,000 in any given month;
provided, further, that during the New Horizon Period in no event shall the value of
a monthly Matching Credit exceed $3,000 in any given month 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 of ATOP (other than a
partial withdrawal under Section 8.2(a)(3) of ATOP), a complete withdrawal under
Section 8.3 of ATOP (other than a complete withdrawal under Section 8.3(b) of ATOP
as a result of death or Disability) or a special ATOP distribution and withdrawal
under Section 8.5 of ATOP (other than a special ATOP distribution and withdrawal
under Section 8.5(a) of ATOP as of the Initial Dream Team I Withdrawal Date, but not
in any period succeeding the Initial Dream Team I Withdrawal Date). Each month the
Administrator will post on behalf of a Participating Agency a Matching Credit to the
AMTOP Account of each Participant eligible for such Matching Credit. Except as
provided in the applicable AMTOP Credit Addendum, the Matching Credit posted to each
Participant’s AMTOP Account, if any, shall equal the number of Shares purchased
under ATOP for that month with the Participant’s ATOP contribution, excluding any
Enhancement Amounts (as that term is defined in ATOP), multiplied by the Matching
Percentage. The posting date of the Matching Credit will be the same day as the
Participant’s Credit Date (as that term is defined in ATOP) for the Participant’s
ATOP contributions for the month.



     4. Pursuant to Section 6.1 of AMTOP, effective as of December 31, 2008 the Company hereby
amends AMTOP by deleting Section 5.4 in its entirety and inserting in lieu thereof and in
substitution therefore the following:




     Vesting and Payment on Termination Due to Death or Disability — If a Participant
experiences a Termination Date due to death or Disability, the Participant’s AMTOP Credits
that have not vested as of such Termination Date will become one hundred percent (100%)
vested and the Sponsoring Company will make an AMTOP Payment to the Participant’s ATOP
Account with respect to such vested AMTOP Credits as soon as administratively practicable
after such Termination Date.



     5. Pursuant to Section 6.1 of AMTOP, effective as of September 1, 2008 the Company
hereby amends AMTOP by adding the following as a new Section 5.10:




     Vesting of New Horizon Enhancement — Notwithstanding any other provision of
Article V, any portion of a Participant’s AMTOP Account balance that is a New
Horizon Enhancement shall remain unvested until January 1, 2011, on which date such
portion of the Participant’s AMTOP Account shall become vested otherwise in
accordance with the



- 21 -









 






terms of Article V, with the Participant receiving credit for
any vesting that otherwise would have occurred during the New Horizon Period.
Notwithstanding any other provision of Article V, any portion of a Participant’s
AMTOP Account balance that is a New Horizon Enhancement that is forfeited shall not
become part of the Forfeiture Credit Pool.



     6. Pursuant to Section 6.1 of AMTOP, effective as of December 31, 2008 the Company hereby
amends AMTOP by adding the following as a new Section 6.9:




     Section 409A of the Code. To the extent applicable, it is intended that the
compensation arrangements under AMTOP be in full compliance with Section 409A of the
Internal Revenue Code of 1986, as amended, and the regulations and any other formal guidance
promulgated with respect to such Section by the U.S. Department of the Treasury or the
Internal Revenue Service (collectively, “Section 409A”). The AMTOP will be construed, to
the maximum extent permitted, in a manner to give effect to such intention. To the extent
that any provision of AMTOP would result in a Participant being subject to payment of the
additional tax, interest and penalty under Section 409A, the Sponsoring Company through the
Administrator reserves the right to amend AMTOP at any time in order to bring AMTOP into
compliance with Section 409A; and thereafter interpret its provisions in a manner that
complies with Section 409A. In no event whatsoever (including, but not limited to, as a
result of this Section or otherwise) will the Sponsoring Company or any of its affiliates be
liable for any tax, interest or penalties that may be imposed on a Participant under Section
409A. Neither the Sponsoring Company nor any of its affiliates will have any obligation to
indemnify or otherwise hold a Participant harmless from any or all such taxes, interest or
penalties, or liability for any damages related thereto.



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



	 	 	 	 	 
	 	HealthMarkets, Inc.

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




- 22 -