Contract

EXHIBIT 4.2- ——————————————————————————– HEALTHMARKETS, INC. AGENTS’ TOTAL OWNERSHIP PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 5, 2006) (“ATOP”)- ——————————————————————————–SPONSORING COMPANY PARTICIPATING AGENCIESHealthMarkets, Inc. UGA – Association Field Services,9151 Boulevard 26 a division of The MEGA Life andNorth Richland Hills, Texas 76180 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 kgraves@ugaais.com As Amended and Restated: April 5, 2006 HEALTHMARKETS, INC. AGENTS’ TOTAL OWNERSHIP PLAN (ATOP) ARTICLE I. DEFINITIONS The following capitalized terms shall have the respective meaningassigned 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 personsauthorized by the Board of Directors of HealthMarkets (the “Board”) toadminister ATOP. 1.2. “AFFILIATES” means a wholly owned subsidiary of HealthMarkets. 1.3. “AGENT” means any independent insurance agent or independentfield services representative (“FSR”) who is a member of or contracted orassociated with a Participating Agency and who is not an employee of suchParticipating Agency. 1.4. “AGENT PLAN ADMINISTRATIVE COMMITTEE” shall have the meaning setforth in Section 2.8 hereof. 1.5. “ATOP” means this HealthMarkets Agents’ Total Ownership Plan, asamended and restated effective April 5, 2006. 1.6. “ATOP ACCOUNT” shall have the meaning set forth in Section 6.1hereof. 1.7. “AMTOP” means the HealthMarkets Agency Matching Total OwnershipPlan, as amended and restated effective April 5, 2006. 1.8. “BASE MONTHLY CONTRIBUTION” means the maximum amount that aParticipant may contribute each month to his or her ATOP Account (exclusive ofany Enhancement Amount), as calculated under the formula set forth in theContribution Addendum for each applicable Participating Agency, which Addendaare incorporated by reference into this ATOP plan document and in no event shallthe Base Monthly Contribution exceed $2,000. 1.9. “BENEFICIARY” means the person or persons to whom a deceasedParticipant’s benefits are payable under Section 8.9. 1.10. “BOARD” shall mean the Board of Directors of HealthMarkets asconstituted from time to time. 1.11. “CALENDAR YEAR” means the twelve-month period commencing onJanuary 1 and ending on December 31. 1.12. “CONTRACT” means “Independent Insurance Agent Commission-OnlyContract and/or FSR Agreement between the Participant and a ParticipatingAgency.” 2 1.13. “CONTRIBUTION” means the amount contributed under Article IV byany Participant. All Contributions shall be in the form of an advance on eachParticipant’s commissions and shall be recorded as such on such Participant’sDebit Balance Account. 1.14. “CONTRIBUTION ADDENDUM” means the addendum filed with theAdministrator by each Participating Agency setting forth the Base MonthlyContribution for such Participating Agency’s participating Agents. 1.15. “CREDIT DATE” means the date that the Administrator will chargethe Participant’s Contributions to his or her Debit Balance Account and creditShares to the Participant’s ATOP Account. 1.16. “DEBIT BALANCE ACCOUNT” means a separate book account of themonetary transactions between a Participating Agency and Agent with respect toadvances, commissions, and related transactions on insurance policies and/orancillary products sold through a Participating Agency. 1.17. “DISABILITY” means a Participant’s physical or mental disabilityto be determined by reference to the effective Social Security guidelines. 1.18. “DREAM TEAM I SHARES” at any date of determination shall meanthe Initial Dream Team I Share Balance (as such term is defined in Section8.5(a) hereof) less the number of Shares withdrawn from ATOP as of such date inaccordance with Section 8.5(a); “DREAM TEAM II SHARES” at any date ofdetermination shall mean the Initial Dream Team II Share Balance (as such termis defined in Section 8.5(b) hereof) less the number of Shares withdrawn fromATOP as of such date in accordance with Section 8.5(b); and “DREAM TEAM IIISHARES” at any date of determination shall mean the Initial Dream Team III ShareBalance (as such term is defined in Section 8.5(c) hereof) less the number ofShares 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 aParticipant elects under Section 4.3 to increase his or her monthly Contributionover the Base Monthly Contribution. 1.21. “FAIR MARKET VALUE” of a Share shall be determined as of eachValuation Date or Special Dividend Valuation Date, as applicable, by the Boardin good faith. In determining “Fair Market Value,” the Board will consider(among other factors it deems appropriate) the valuation prepared by TheBlackstone Group (“Blackstone”) in the ordinary course of business for reportingto its advisory board and investors. Within not more than ten (10) business daysfollowing each Valuation Date or Special Dividend Valuation Date, as applicable,Blackstone will deliver to the Board its current valuation, and within not morethan five (5) business days thereafter the Board shall deliver to the SponsoringCompany, the Administrator and each Participating Agency its determination ofFair Market Value of a Share as of the immediately preceding Valuation Date orSpecial Dividend Valuation Date, as applicable. References throughout this plandocument 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 MarketValue of a Share as of the immediately preceding Valuation Date or SpecialDividend Valuation Date, as applicable. Notwithstanding the foregoing, if thereis a regular public trading market for such Shares, “Fair Market Value” shallmean, as of any given date, the mean between the highest and lowest reportedsales prices of a Share during normal business hours on the New York StockExchange Composite Tape or, if not listed on such exchange, on any othernational securities exchange on which the Shares are listed or on NASDAQ. 1.22. “HEALTHMARKETS” means HealthMarkets, Inc. (formerly UICI), aDelaware corporation. 3 1.23. “INDEBTEDNESS” shall mean any and all indebtedness (includingthe principal thereof and any and all interest accrued thereon) of a Participantowing to HealthMarkets, a Participating Agency or any Affiliates, including butnot limited to the Participant’s and/or the Participant’s Sub-Agent (as thatterm is defined in the then current Contract) Debit Balance Account, leadaccount debt, Sub-Agent debt, and REAP advance of a Participating Agency or itsAffiliates. 1.24. “ITOP” means the HealthMarkets Initial Total Ownership Plan, asamended and restated as of April 5, 2006. 1.25. “PARTICIPANT” means any individual who contributed to ATOP andwho has not experienced a complete withdrawal under Section 8.3, and any Agentwho becomes eligible for and elects to participate in ATOP. 1.26. “PARTICIPATING AGENCY” means any insurance agency, company orother organization, which, with the consent of the Sponsoring Company, adoptsATOP. 1.27. “PERIOD OF INELIGIBILITY” means a period of twelve (12) fullcalendar months during which a person who was a Participant in ATOP prior to thecommencement of such period is not eligible to participate in ATOP, inaccordance with Section 3.2, due to such Participant’s complete withdrawal underSection 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 bythe Sponsoring Company with respect to Shares that has been so designated by theBoard as a Special Dividend for purposes of ATOP. 1.31. “SPECIAL DIVIDEND VALUATION DATE” shall mean the date on whichthe 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’scontractual relationship with a Participating Agency is terminated due to suchParticipant’s Disability or death, or the actual date on which the Participantotherwise ceases to be a member of or contracted with a Participating Agency. 1.34. “VALUATION DATE” shall mean each March 31, June 30, September 30and December 31 of each Plan Year 1.35. “YEARS OF PARTICIPATION” means the number of consecutive fullPlan Years elapsed since the date the Participant first became eligible toparticipate in ATOP and filed with the Administrator a properly completed TOPParticipant’s Election Form subsequent to the end of such Participant’s mostrecent Period of Ineligibility, if any. 4 ARTICLE II. GENERAL 2.1. HISTORY AND PURPOSE – HealthMarkets has established the follow-ing plans for the benefit of agents contracted with Participating Agencies thatsell insurance policies and ancillary products issued by or reinsured byinsurance company subsidiaries of HealthMarkets and the FSRs that enroll membersin 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 “AgentContribution Plans”; AMTOP I and AMTOP II sometimes collectively referred to asthe “Agent Matching Plans”; and the Agent Contribution Plans and the AgentMatching Plans, together with ITOP, are sometimes collectively referred to asthe “TOP Plans.” The Sponsoring Company maintains the TOP Plans to promote themutual interests of HealthMarkets and its stockholders, on the one hand, and theagents contracted with Participating Agencies that sell insurance policies andancillary products issued by or reinsured by insurance company subsidiaries ofHealthMarkets and the FSRs that enroll members in various membershipassociations, on the other hand. Through the TOP Plans, the Sponsoring Companyseeks to provide a continuing incentive to such agents and FSRs to sell suchinsurance policies and ancillary products and to enroll such members, therebyproviding HealthMarkets and its stockholders with the benefit of having agentsand FSRs whose performance is motivated through a closer identity of interestswith HealthMarkets’ stockholders. 2.2. AMENDED AND RESTATED AGENT CONTRIBUTION PLANS – As of theEffective Date, (a) the Agent Contribution Plans shall be consolidated as oneplan and thereafter referred to as the “HealthMarkets Agents’ Total OwnershipPlan,” or “ATOP”, (b) each of the Agent Contribution Plans shall be and ishereby amended and restated in its entirety as provided in this plan document,and (c) the Agent Matching Plans shall be consolidated as one plan andthereafter referred to therein and herein as the “HealthMarkets Agents’ MatchingTotal Ownership Plan,” or “AMTOP”. 2.3. SHARES – As of the Effective Time (as defined in the Agreementand Plan of Merger, dated as of September 15, 2005 (the “Merger Agreement”),among the Sponsoring Company and certain entities formed by Blackstone, DLJMerchant Banking Partners IV, L.P. and Goldman, Sachs & Co), (a) each share ofHealthMarkets common stock then owned by a Participant under any AgentContribution Plan shall be converted into the right to receive one Share (asdefined in Section 1.29 above) and shall thereafter be held under, and inaccordance with and subject to the terms of, ATOP, and (b) each Matching Creditthen posted to a Participant’s Account under any Agent Matching Plan shallrepresent an equivalent book credit representing one Share (as defined inSection 1.29 above) and shall thereafter constitute a Matching Credit inaccordance with and subject to the terms of AMTOP. The rights and obligations ofthe holders of each Share shall be as set forth in the Certificate ofIncorporation of 5HealthMarkets (the “Certificate of Incorporation”) to be effective as of theEffective Time (as defined in the Merger Agreement), the terms of which arespecifically incorporated herein by reference thereto. 2.4. NON-QUALIFIED PLAN. ATOP is not intended to be a qualified planunder Section 401(a) of the Internal Revenue Code of 1986 (the “Code”) or anemployee benefit plan under the Employee Retirement Income Security Act of 1974(“ERISA”) and is not subject to the vesting, funding, nondiscrimination, orother requirements imposed on such plans by the Code and ERISA. 2.5. APPLICABLE LAWS – ATOP shall be construed and administeredaccording to the internal laws of the State of Texas. 2.6. GENDER AND NUMBER – Where the context requires, words in anygender include the other gender, words in the singular include the plural, andwords 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 otherinformation considered pertinent and reliable by the Administrator. 2.8. ATOP ADMINISTRATION (a) Subject in all respects to the provisions hereof, the SponsoringCompany hereby appoints the Administrator to control and manage the operationand administration of ATOP. (b) The Administrator shall appoint a committee (the “Agent PlanAdministrative Committee”), to consist of five persons, of which four personsshall be members of management of the Company and one person shall be arepresentative designated by The Blackstone Group (the “Blackstone Designee”).The initial members of the Agent Plan Administrative Committee shall be WilliamJ. Gedwed, Mark Hauptman, Bruce Madrid, Troy McQuagge and Matthew S. Kabaker(who shall constitute the Blackstone Designee). Any vacancy occurring in theAgent Plan Administrative Committee (by death or resignation or otherwise) maybe filled by the affirmative vote of a majority of the remaining members,PROVIDED, HOWEVER, that each such successor member of the Agent PlanAdministrative Committee shall be approved by The Blackstone Group. (c) The Agent Plan Administrative Committee shall act in an advisorycapacity to the Administrator and the Board in connection with theadministration of ATOP. The Agent Plan Administrative Committee shall meet as,if and when required under the terms of ATOP, shall cause minutes of itsproceedings to be prepared and shall regularly report to the Board with respectto its decisions and deliberations and otherwise upon the request of the Board.At all meetings of the Agent Plan Administrative Committee, a majority of themembers (which for this purpose must include the Blackstone Designee) shallconstitute a quorum for the transaction of business, and the vote of a majorityof the members present at a meeting at which a quorum is in attendance shall bethe act of the Agent Plan Administrative Committee, in each case IF AND SO LONGAS either the Board or the Blackstone Designee consents to the taking of suchaction by the Agent Plan Administrative Committee. (d) Notice of meetings of the Agent Plan Administrative Committeeshall be made to each member within not less than two (2) business days prior tosuch 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 methodpermitted by law. Any action which may be taken at a meeting of the Agent PlanAdministrative 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, andsuch consent shall have the same force and effect as a unanimous vote of suchmembers. The consent may be in one or more counterparts so long as each membersigns 6one of the counterparts. Members may participate in and hold a meeting by meansof a conference telephone or similar communications equipment by means of whichpersons participating in the meeting can hear each other. (e) The Company shall indemnify and hold harmless, to the fullextent permitted by law, each of the members of the Agent Plan AdministrationCommittee against any and all losses, claims, damages or liabilities, joint orseveral, and expenses (including without limitation reasonable attorneys’ feesand any and all reasonable expenses incurred investigating, preparing ordefending against any litigation, commenced or threatened, or any claim, and anyand all amounts paid in any settlement of any such claim or litigation) to whichsuch member may become subject, insofar as such losses, claims, damages orliabilities (or actions or proceedings in respect thereof) or expenses arise outof or are based upon the such person’s activities as a member of the Agent PlanAdministration Committee. The provisions of this Section 2.8(e) are intended tobe for the benefit of, and shall be enforceable by, each member of the AgentPlan Administration Committee and their respective successors, heirs andrepresentatives. (f) A designee of each of the GS Investor Group and the DLJInvestor Group shall be entitled to notice of, to attend and to observe theproceedings of each meeting of the Agent Plan Administrative Committee. For thispurpose “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 PartnersHoldings III, L.P. and any Permitted Transferee (as such term is defined in thatcertain Stockholders Agreement, dated as of April 5, 2006, between HealthMarketsand the stockholders named therein (the “Stockholders Agreement”)) thereof, and”GS Investor Group” shall mean Mulberry Holdings I, LLC and Mulberry HoldingsII, LLC and any Permitted Transferee (as such term is defined in theStockholders Agreement) thereof. 2.9. ACTION BY THE SPONSORING COMPANY, ADMINISTRATOR, AGENT PLANADMINISTRATIVE COMMITTEE OR PARTICIPATING AGENCY – Any action required orpermitted to be taken by the Sponsoring Company, the Administrator, the AgentPlan Administrative Committee or any Participating Agency under ATOP shall betaken by an officer duly authorized to take such action by the Board, theAdministrator, the Agent Plan Administrative Committee or the ParticipatingAgency, as the case maybe. If a Participating Agency is not a corporation, anyaction required or permitted to be taken under ATOP shall be by the individualor individuals authorized to take such action on behalf of a ParticipatingAgency, as identified to Administrator. The Administrator shall have no duty toinvestigate or confirm the validity of such identified individual’s authority toact. ARTICLE III. PARTICIPATION 3.1. ELIGIBILITY AND PARTICIPATION – Subject to Section 3.2, eachAgent will become eligible for participation in ATOP after completion of one (1)full Calendar Year following the date the Agent entered into a written Contractwith a Participating Agency during which the Agent is continuously contractedwith a Participating Agency. An Agent shall become a Participant in ATOP as ofthe January 1 next following the date the Agent completes the above-statedeligibility requirements, if and so long as such Agent has filed with theAdministrator, within the time period determined by the Administrator from timeto time, a properly completed TOP Participant’s Election Form (the “TOPParticipant’s Election Form”). 3.2. TERMINATION – A Participant’s participation in ATOP shallterminate upon such Participant’s complete withdrawal under Section 8.3. AnyAgent whose ATOP participation has 7terminated under this Section 3.2 due to a complete withdrawal under Section8.3(a) shall not again be eligible to participate in ATOP until the passage oftwelve (12) full calendar months following the date of his or her completewithdrawal; PROVIDED, HOWEVER, the Administrator shall have the authority (uponthe approval of the Agent Plan Administrative Committee) to waive theapplicability 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 toa complete withdrawal under Section 8.3(b) shall not again be eligible toparticipate in ATOP until he or she satisfies the eligibility provisions ofSection 3.1. 3.3. PARTICIPATION NOT CONTRACT OF EMPLOYMENT – ATOP does notconstitute a contract of employment, and ATOP participation does not give anyParticipant the right to be retained in the service of any Participating Agencyor HealthMarkets either as an employee or an independent contractor, nor to anyright or claim to any benefit under ATOP, unless such right or claim hasspecifically 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, theamount available each month for a Participant to contribute into his or her ATOPAccount shall be such Participant’s Base Monthly Contribution. 4.2. CONTRIBUTIONS – Notwithstanding any provision of ATOP to thecontrary, a Participating Agency in its sole discretion may elect to suspend theright of a Participant to make a monthly Contribution at any time. The monthlyContribution for each Participant shall be equal to the dollar amount requiredto 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 ofsuch Shares on the applicable Credit Date, without exceeding the Participant’sBase Monthly Contribution. If for a given month, the Base Monthly Contributionis less than the Fair Market Value of one Share on the Credit Date, theParticipant will not be eligible to make a Contribution that month. For thefirst twenty-four (24) months of an Agent’s participation under ATOP, theexcess, if any, of a Participant’s Base Monthly Contribution over his or heractual monthly Contribution shall be noted each month in a separate book accountmaintained by the Administrator and aggregated with any excess attributable tosuch Participant for prior months until the amount is sufficient to purchase onewhole Share. Such aggregate shall then be added to the next monthlyContribution. Each month, the Participant’s Contribution, if any, shall berecorded as an advance on the Participant’s Debit Balance Account and beremitted to the Administrator. 4.3. ENHANCEMENT AMOUNT – At the commencement of participation underATOP, a Participant may elect on the Top Participant Election Form provided bythe Administrator to enhance his or her monthly Contribution by an amount chosenby the Participant. A Participant’s elected Enhancement Amount may be equal tothe Participant’s Base Monthly Contribution, or a lesser, specified dollaramount. Any election to contribute an Enhancement Amount may be modified orsuspended once during each calendar quarter by filing a new Election Form withthe Administrator at least thirty (30) days before the effective date of themodification or suspension. Each month, the Participant’s Enhancement Amount, ifany, shall be recorded as an advance on the Participant’s Debit Balance Accountand shall be remitted to the Administrator. 4.4. ELECTION TO SUSPEND CONTRIBUTIONS – Each Participant may electin 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 followingthe receipt by the Administrator of a new Election Form filed by theParticipant. If the Participant does not resume Contributions to ATOP withintwelve (12) months after 8the date of the Participant’s last Contribution, the Participant shall be deemedto have elected a complete withdrawal under Section 8.3. 4.5. TRANSFERS FROM AMTOP AND OTHER PROGRAMS – Subject to the termsof AMTOP Shares or cash representing vested AMTOP Credits (as that term isdefined in AMTOP) credited to an Agent under AMTOP may be transferred to ATOPfrom time to time. Transferred Shares shall be credited to such Participant’sATOP Account as soon as administratively practicable following the date suchShares are transferred from AMTOP. Transferred cash will be invested on behalfof the Participant in the number of Shares equal to the amount of cashtransferred divided by the Fair Market Value of each such Share as of the dateof transfer and will be credited to such Participant’s ATOP Account as soon asadministratively practicable following the date such cash is transferred andinvested. In addition, in the discretion of the Administrator (upon the approvalof the Agent Plan Administrative Committee), Shares or cash representing certaincredits awarded to an Agent under other programs maintained by HealthMarkets ora Participating Agency may be transferred to ATOP from time to time. Suchtransfers 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 theAdministrator will invest each Participant’s ATOP Contributions and any cashtransferred on behalf of such Participant from AMTOP in whole Shares. Sharesacquired under this Plan may be newly issued Shares, Shares acquired by openmarket purchase (in the event that there is a regular public trading market forsuch Shares) and/or Shares acquired from a Participant upon a Participant’swithdrawal under Section 8.3 hereof, as determined by the Sponsoring Company inits sole discretion. Investment of the Participant’s Contributions will be madeon the Credit Date. Investment of AMTOP transferred cash will be made as soon asadministratively practicable following the date such cash is transferred fromAMTOP. Expenses incurred in making such investments, including brokeragecommissions and transfer taxes, if any, may be paid from the Participant’sContribution and cash transferred on behalf of such Participant from AMTOP, ifany. 5.2. SHARE PRICE – If there is a regular public trading market forShares, in any month the Sponsoring Company through the Administrator maypurchase Shares (using borrowed funds) over a period of time prior to andincluding any Credit Date to facilitate the orderly acquisition of Shares forParticipant’s ATOP Accounts, and the price of each whole Share credited to anyParticipant on the Credit Date for such month shall equal the Fair Market Valueof such Shares on the date of purchase. ARTICLE VI. PARTICIPANT ATOP ACCOUNTS 6.1. PARTICIPANT ATOP ACCOUNTS – The Sponsoring Company shallmaintain under a trust established for such purpose a separate account (an “ATOPAccount”) for each Participant reflecting the Shares purchased by the SponsoringCompany on behalf of such Participant and the cash and cash equivalents, if any(and investment earnings thereon), to which such Participant is entitledpursuant to Section 6.3 hereof. Shares in a Participant’s ATOP Account shall beheld in book-entry, uncertificated form. Each Participant shall be thebeneficial owner of all Shares in his or her ATOP Account. 6.2. DIVIDENDS – The amount of cash dividends, if any, with respectto Shares held in a Participant’s ATOP Account shall be distributed to suchParticipant not later than two and one-half 9months after the close of the Plan Year in which such dividends are received bythe Administrator, unless the Administrator at the direction of the SponsoringCompany, in its sole discretion, applies such dividends to such Participant’sDebit Balance Account. 6.3. SPECIAL DIVIDENDS – Notwithstanding anything in Section 6.2 tothe contrary, the Administrator shall have the authority (upon the approval ofthe Agent Plan Administrative Committee) to cause the amount that a Participantwould 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 ofsuch Special Dividend (the “Special Dividend Proceeds”) to be credited to theParticipant’s ATOP Account and subject to the provisions of this Section 6.3until such time as the Participant experiences a “Complete Withdrawal” underSection 8.3 of ATOP or is entitled to special withdrawal rights under Section8.5 hereof. Any Special Dividend Proceeds held in a Participant’s ATOP Account(i) shall be promptly invested in direct obligations of the United States ofAmerica or any agency thereof or obligations guaranteed by the United States ofAmerica or any agency thereof, in each case with maturities not exceeding twoyears or (ii), upon the direction of the Participant, shall be converted intothe nearest whole number of Shares that the Participant could have purchasedwith such Special Dividend Proceeds at the Fair Market Value per Sharedetermined as of the applicable Special Dividend Valuation Date. Upondeclaration and designation by the Board of a Special Dividend, theAdministrator shall promptly notify each Participant of (w) the amount per Shareof such Special Dividend, (x) the expected date of payment of such SpecialDividend, (y) the Fair Market Value per Share determined as of the applicableSpecial Dividend Valuation Date and (z) the whole number of Shares that aParticipant would be entitled to receive pursuant to such Special Dividend uponsuch Participant’s election to receive Shares, and a Participant shall have 30days after receipt of such notice to notify the Administrator of his or herelection to have credited to such Participant’s ATOP Account cash or Shares asprovided in the immediately preceding sentence. Such cash or Shares shall becredited to the Participant’s ATOP Account in each case not later than the 15thday of the third month after the close of the Plan Year in which such dividendsare received by the Administrator, unless the Administrator at the direction ofthe Sponsoring Company, in its sole discretion, applies such Special DividendProceeds to a Participant’s Debit Balance Account. 6.4. VALUATION AND STATEMENT OF PLAN INTEREST – The Administratorshall provide each Participant with monthly statements reflecting the value ofhis 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) thenumber of Shares in such Participant’s ATOP Account designated as Dream Team IShares, Dream Team II Shares and Dream Team III Shares, (c) the total number ofAMTOP Credits then posted to such Participant’s AMTOP Account, (d) the number ofFounder’s Credits then posted to such Participant’s AMTOP Account, (e) thenumber of Forfeiture Credits that would be posted to such Participant’s AMTOPAccount assuming allocation of the Forfeiture Pool as of such reporting date,(f) the amount of cash and cash equivalents, if any, then credited to suchParticipant’s ATOP Account, and (g) such other information as the Administratormay from time to time determine. Shares in the ATOP Account shall be valued asof any date at Fair Market Value as determined as of the immediately precedingValuation Date. 6.5. NONFORFEITABLE INTEREST – A Participant’s ATOP Account shall befully vested and nonforfeitable at all times. 10 ARTICLE VII. STOCKHOLDER RIGHTS 7.1. VOTING RIGHTS – With respect to each annual or special meetingof HealthMarkets stockholders, the Sponsoring Company will send to eachParticipant a copy of the proxy soliciting material for the meeting sent toHealthMarkets stockholders generally, if any, together with a form requestinginstructions on how to vote the number of voting Shares credited to theParticipant’s ATOP Account as of the record date. The Sponsoring Company throughthe Administrator will hold in confidence the voting instructions received. 7.2. TENDER AND EXCHANGE RIGHTS – The Sponsoring Company shallprovide each Participant with such notices and information statements as areprovided to HealthMarkets stockholders generally with respect to a tender orexchange offer together with a form requesting instructions on how to directHealthMarkets to act with respect to the Shares credited to such Participant’sATOP Account. To the extent legally possible, the Administrator andHealthMarkets 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, theAdministrator will deduct from the Participant’s ATOP Account a number of Sharesas is necessary to discharge such Participant’s Indebtedness owing toHealthMarkets, a Participating Agency or its Affiliates, based on the then FairMarket Value of such Shares; PROVIDED, HOWEVER, that the Administrator shall notdeduct such Shares from the Participant’s ATOP Account in the event thatHealthMarkets, a Participating Agency or its Affiliates, as applicable, waivesits rights to utilize amounts vested under this Plan as collateral forIndebtedness owing to HealthMarkets, a Participating Agency or its Affiliates.Such a waiver of collateral rights under this Plan shall not constitute awaiver, release or modification of any Indebtedness owed by an Agent toHealthMarkets, a Participating Agency or its Affiliates. Any remaining Sharesshall be distributed in kind to the withdrawing Participant within sixty five(65) days, unless (a) such Participant shall request in writing at the time ofhis or her withdrawal that the distribution of his or her ATOP Account be incash and (b) the Sponsoring Company shall consent (which consent may be withheldin the sole discretion of the Sponsoring Company) to the distribution of suchParticipant’s ATOP Account in cash. (b) Shares purchased pursuant to this Section 8.1, if any, shall bepurchased 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 inwriting on a form provided by the Administrator to make a partial withdrawalfrom his or her ATOP Account prior to his or her Termination Date and remaineligible to participate in ATOP, if and so long as the Fair Market Value of theShares remaining in such Participant’s ATOP Account as of the date of any suchpartial withdrawal is in excess of 150% of the principal amount of and accruedinterest on Participant’s Indebtedness owing to HealthMarkets, a ParticipatingAgency or its Affiliates. Such election may be made only once every CalendarYear 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 formprovided by the Administrator at the time of his or her withdrawal that thedistribution be in cash and (b) the Sponsoring Company shall consent (whichconsent may be withheld in the sole discretion of the Sponsoring Company) to thedistribution in cash. In the event that distribution under this Section 8.2 ismade in cash, the Shares representing the partial withdrawal shall be purchasedfrom the withdrawing Participant’s ATOP Account at a price per Share equal tothe then Fair Market Value of such Shares as determined as of the Valuation Dateimmediately preceding the applicable withdrawal date. The payment for Shares asherein provided in this Section 8.2 shall in all events be governed by andsubject to the specific provisions respecting redemption of Shares set forth inArticle IX, Section 1 of the Certificate of Incorporation and the provisions ofSection 8.7 hereof. 12 8.3. COMPLETE WITHDRAWAL – A complete withdrawal of all Shares from aParticipant’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 withSection 8.1. 8.4. SPECIAL TAX WITHDRAWAL – In the case of a Participant who incursa federal or state personal income tax liability upon (i) the vesting ofMatching Credits under AMTOP and subsequent transfer of Shares pursuant toSection 4.5 of ATOP or (ii) pursuant to the crediting of Special DividendProceeds to such Participant’s ATOP Account as provided for under Section 6.3 ofATOP, the Participant may elect to withdraw in cash (x) up to thirty fivepercent (35%) of the Fair Market Value of Matching Credits then vesting andShares transferred (with Fair Market Value determined as of the December 31immediately preceding the date of such vesting and transfer), with respect tothe 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, withrespect to the crediting of Special Dividend Proceeds to such Participant’s ATOPAccount as described in clause (ii) above. The payment in cash hereunder will bemade on or before April 15 to the State Taxing Authority and/or Internal RevenueService, as instructed by the Participant. 8.5. SPECIAL ATOP DISTRIBUTIONS AND WITHDRAWALS (a) As of the January 1 immediately following the Calendar Year inwhich a Participant shall have completed ten (10) Years of Participation in ATOP(such January 1 herein referred to as the “Initial Dream Team I WithdrawalDate”), the Participant shall have the right to elect to withdraw a number ofShares equal to not more than fifty percent (50%) of the Shares in theParticipant’s ATOP Account as of such Initial Dream Team I Withdrawal Date (the”Initial Dream Team I Share Balance”), PROVIDED that the Participant then meetsthe Special ATOP Distribution and Withdrawal Conditions as set forth in Section8.6 below. As of each January 1 of each of the four (4) Calendar Yearssucceeding the Initial Dream Team I Withdrawal Date, the Participant shall havethe right to elect to withdraw a number of Shares equal to not more than twelveand one half percent (12.5%) of the Initial Dream Team I Year Balance, plus anyShares that the Participant could have withdrawn, but did not elect to withdraw,on the prior January 1 pursuant this subparagraph (a), PROVIDED that theParticipant then meets the Special ATOP Distribution and Withdrawal Conditionsas outlined in Section 8.6 below. As of each January 1 thereafter, theParticipant shall have the right to elect to withdraw a number of Shares equalto 100% of the then remaining Initial Dream Team I Share Balance to the extentsuch Shares were not previously withdrawn pursuant to the terms of thissubparagraph, PROVIDED that the Participant then meets the Special ATOPDistribution and Withdrawal Conditions as outlined in Section 8.6 below. (b) As of the January 1 immediately following the Calendar Year inwhich a Participant shall have completed fifteen (15) Years of Participation inATOP (such January 1 herein referred to as the “Initial Dream Team II WithdrawalDate”), the Participant shall have the right to elect to withdraw a number ofShares equal to not more than fifty percent (50%) of the Shares in theParticipant’s ATOP Account acquired during the five (5) Calendar Yearsimmediately preceding such Dream Team II Withdrawal Date (either throughcontributions under ATOP or the vesting of AMTOP Credits) (the “Initial DreamTeam II Share Balance”), PROVIDED that the Participant then meets the SpecialATOP Distribution and Withdrawal Conditions as set forth in Section 8.6 below.As of each January 1 of each 13of the four (4) Calendar Years succeeding the Initial Dream Team II WithdrawalDate, the Participant shall have the right to elect to withdraw up to fiftypercent (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 andWithdrawal Conditions as outlined in Section 8.6 below. As of each January 1thereafter, the Participant shall have the right to elect to withdraw a numberof Shares equal to 100% of any Shares not previously withdrawn pursuant to thetwo preceding sentences, PROVIDED that the Participant then meets the SpecialATOP Distribution and Withdrawal Conditions as outlined in Section 8.6 below. (c) As of each January 1 following the Calendar Year in which aParticipant 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 theCalendar Year immediately preceding such Dream Team III Withdrawal Date (eitherthrough contributions under ATOP or the vesting of AMTOP Credits) plus anyShares that the Participant could have withdrawn, but did not elect to withdraw,on the prior January 1 pursuant this subparagraph (c), PROVIDED that theParticipant then meets the Special ATOP Distribution and Withdrawal Conditionsas set forth in Section 8.6 below. (d) A Participant shall have the right to withdraw cash or Sharesheld in his or her ATOP Account pursuant to the payment of Special DividendProceeds at the same time and in the same percentages as provided for inSections 8.5(a), (b) and (c) above. (e) The value of the Shares withdrawn, if applicable, shall be theFair Market Value of such Shares on the Valuation Date immediately preceding theapplicable withdrawal date and shall be distributed in accordance with Section8.1 of ATOP. If the Participant and/or the Participant’s SubAgent (as that termis defined in the applicable Sales Leader Addendum by and between theParticipant and a Participating Agency (the “Addendum”) has Indebtedness owingto HealthMarkets, a Participating Agency and/or its Affiliates, on the date thatthe Sponsoring Company through the Administrator receives the Participants’ ATOPspecial withdrawal request pursuant to this Section 8.5, the Sponsoring Companythrough the Administrator may on such date deduct the amount of the Indebtednessfrom the value of the ATOP Account prior to making distribution under thisSection 8.5, which deduction shall be based on the Fair Market Value of suchShares as determined as of the immediately preceding Valuation Date. 8.6. SPECIAL ATOP DISTRIBUTION AND WITHDRAWAL CONDITIONS – Forpurposes of the foregoing Section 8.5, a Participant shall have been deemed tohave met the “Special ATOP Distribution and Withdrawal Conditions” uponsatisfaction 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 Distributionand Withdrawal Conditions shall be determined by the Sponsoring Company in itssole discretion. 8.7. SHARE PURCHASE – It is the intent of the Sponsoring Company toaccommodate requests from Participants that the Sponsoring Company purchaseShares that such Participants offer for sale to the Sponsoring Company upon suchParticipants’ withdrawal from ATOP. However, the Sponsoring Company shall nothave any obligation to purchase such Shares. In making the determination whetherto purchase such Shares, the Sponsoring Company may consider, among otherfactors, (i) the availability under or limitations imposed by any creditagreement or other debt instrument to which the Sponsoring Company may besubject and (ii) the Sponsoring Company’s capital and liquidity position, aswell as such other factors as the Sponsoring Company, in good faith, deemsappropriate. Notwithstanding the foregoing, the Sponsoring Company shall notpurchase any Shares acquired upon the vesting of AMTOP Credits that have beenheld by a Participant for less than six months. The Sponsoring Company’spurchase of Shares in a particular case will not create any actual or impliedobligation to purchase Shares in any future case. 8.8. PAYMENTS TO PERSONS WHO ARE INCOMPETENT – In the event that aParticipant or Beneficiary is declared incompetent and the Administratorreceives satisfactory evidence that a conservator or other person legallycharged with the care of the Participant’s or Beneficiary’s person or estate hasbeen appointed, the amount of any distribution to which such Participant orBeneficiary 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 personlegally charged with the care of the Participant’s or Beneficiary’s person orestate. 8.9. INTERESTS NOT TRANSFERABLE – Except when permitted by theSponsoring Company, in its sole discretion, in the case of a tax lien levied bythe Internal Revenue Service against the Participant as an individual taxpayer,a Participant’s ATOP Account may not be voluntarily assigned, alienated orencumbered. In addition, to the extent permitted by law, a Participant’s ATOPAccount may not be involuntarily assigned, alienated or encumbered.Notwithstanding the foregoing, a Participant shall assign his or her ATOPAccount to a Participating Agency as security for the Participant’s DebitBalance Account and other Indebtedness to HealthMarkets, a Participating Agencyor its Affiliates. 8.10. DESIGNATION OF BENEFICIARY – Each Participant may designate, bysigning a form furnished by the Administrator, any legal person or persons (whomay be designated contingent or successive) to whom the Participant’s ATOPAccount is to be distributed in the event of the Participant’s death, subject torepayment of Participant’s Indebtedness to HealthMarkets, a Participating Agencyor its Affiliates, including but not limited to any amount reflected in theParticipant’s Debit Balance Account. A Beneficiary designation will be effectiveupon the acknowledged receipt by the Administrator of an executed Beneficiarydesignation form submitted by a living Participant. Any newly submittedBeneficiary designation form shall cancel all earlier Beneficiary designations. 8.11. CERTIFICATE OF INCORPORATION – For the purposes of clarity, eachShare purchased pursuant to or transferred to a Participant’s ATOP Account underATOP shall be subject to the provisions of the Certificate of Incorporation,including any transfer, forced sale, redemption and other restrictions set forththerein. ARTICLE IX. AMENDMENT AND TERMINATION OF ATOP 9.1. AMENDMENT – 15 (a) The Sponsoring Company reserves the right to amend ATOP at anytime for any reason; PROVIDED, HOWEVER, that (i) no amendment shall reduce thenumber of Shares in a Participant’s ATOP Account or restrict the right of aParticipant to withdraw under Sections 8.2, 8.3, 8.4, 8.5 and 8.6 any amountscredited to his or her ATOP Account prior to such amendment, and (ii) to theextent required by applicable law or regulation, any proposed amendment to thePlan will be subject to approval of the shareholders of HealthMarkets if suchamendment would have the effect of (x) materially increasing the benefitsaccruing to Participants under the Plan, (y) materially increasing the aggregatenumber of securities that may be issued under the Plan or (z) materiallymodifying the requirements as to eligibility for participation in the Plan. (b) Any Participating Agency may, with approval of the SponsoringCompany, amend the Base Monthly Contribution for such Participating Agency’sparticipating Agents at any time by filing an amended Contribution Addendum withthe Administrator. Amendments will become effective for Contributions madeforty-five (45) days after notice of any such amendment is distributed toParticipants in accordance with procedures established by the Administrator, inits sole discretion, from time to time. 9.2. TERMINATION OF THE PLAN – While the Sponsoring Company expectsand intends to continue ATOP, the Sponsoring Company reserves the right toterminate ATOP at any time. ATOP will terminate as to all Participants on thefirst 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 maywithdraw its participation in ATOP, or the Sponsoring Company through theAdministrator may terminate any Participating Agency’s participation, in eachcase by submitting written notification of such withdrawal or termination to theother party at least thirty (30) days prior to the effective date of suchwithdrawal or termination of participation. Subject to Section 9.4, as of theeffective date of any such withdrawal or termination of participation, allParticipants who are then contracted or associated with such ParticipatingAgency will be deemed to have experienced a Termination Date. 9.4. PAYMENTS ON TERMINATION – On termination of ATOP under Section9.2, each Participant’s ATOP Account will be distributed to the Participant inaccordance with Article VIII. Upon withdrawal or termination of a ParticipatingAgency under Section 9.3, each affected Participant’s ATOP Account will bedistributed to the Participant in accordance with Article VIII, unless theSponsoring Company consents, in its sole discretion, to such Participant’scontinuation in ATOP. 9.5. NOTICE OF AMENDMENT – The Administrator will notify affectedParticipants and Beneficiaries of any material amendment or termination of ATOP. 9.6. PRIOR PLAN AGREEMENTS SUPERSEDED. The terms of ATOP as hereinset forth shall supersede in all respects and be in complete substitution forall other prior agreements and understandings with respect to the subject matterhereof, including without limitation the terms of ATOP I and ATOP II. 16 9.7. RIGHTS OF PARTICIPANTS – Subject in all respects to the right ofthe Sponsoring Company as provided in Section 9.1 hereof to amend ATOP at anytime and the right of the Sponsoring Company to terminate ATOP as provided inSection 9.2 hereof at any time, it is agreed and hereby acknowledged that theobligation, if any, to maintain ATOP shall be and remain solely the obligationof HealthMarkets in its capacity as Sponsoring Company and not the obligation ofany of HealthMarkets’ subsidiaries, and no Participant hereunder shall haverecourse to or other rights against any of HealthMarkets’ subsidiaries inconnection with the maintenance or administration of ATOP. Notwithstanding theforegoing, the Sponsoring Company reserves the right to maintain and/oradminister ATOP through one or more of its subsidiaries. 17 HEALTHMARKETS AGENTS’ TOTAL OWNERSHIP PLAN ATOP CONTRIBUTION ADDENDUMParticipating Agency: UGA – Association Field Services, a division of The MEGA Life and Health Insurance Company 500 Grapevine Highway Suite 300 Hurst, Texas 76054In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base MonthlyContribution shall be calculated as a percentage of such Participant’scommissions, as set forth below; provided that a Participant’s Base MonthlyContribution shall never exceed $2,000 in the aggregate from commissions and/orcompensation 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 ADDENDUMParticipating Agency: New United Agency, Inc. 500 Grapevine Highway Suite 300 Hurst, Texas 76054In accordance with Sections 1.8 and 4.1 of ATOP, each Participant’s Base MonthlyContribution shall be calculated as a percentage of such Participant’scommissions, as set forth below; provided that a Participant’s Base MonthlyContribution shall never exceed $2,000 in the aggregate from commissions and/orcompensation 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 ADDENDUMParticipating 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’sBase Monthly Contribution shall be calculated as a percentage of suchParticipant’s field services representative compensation (“FSR Compensation”),as set forth below; provided that a Participant’s Base Monthly Contributionshall never exceed $2,000 in the aggregate from commissions and/or compensationreceived 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