Contract

EXHIBIT 4.3- ——————————————————————————– HEALTHMARKETS, INC. AGENCY MATCHING TOTAL OWNERSHIP PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 5, 2006) (“AMTOP”)- ——————————————————————————–SPONSORING COMPANY PARTICIPATING AGENCIESHealthMarkets, Inc. UGA- Association Field9151 Boulevard 26 Services, a division of The MEGANorth Richland Hills, Texas 76180 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 kgraves@ugaais.com As Amended and Restated: April 5, 2006 HEALTHMARKETS, INC. AGENCY MATCHING TOTAL OWNERSHIP PLAN (AMTOP) 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 ATOP. 1.1. “ADMINISTRATOR” means HealthMarkets, or any person or personsauthorized by the Board of Directors of HealthMarkets (the “Board”) toadminister AMTOP. 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 contracted or associated with aParticipating Agency and who is not an employee of such Participating Agency. 1.4. “AGENT PLAN ADMINISTRATIVE COMMITTEE” shall have the meaning setforth in Section 2.8 hereof. 1.5. “AMTOP means this HealthMarkets Agency Matching Total OwnershipPlan, as amended and restated effective April 5, 2006. 1.6. “AMTOP ACCOUNT” means a separate book account of eachParticipant’s AMTOP Equivalent Shares, as maintained by the Administrator. 1.7. “AMTOP CREDITS” means Matching Credits,Bonus Credits, ForfeitureCredits, Dividend Credits and Founder’s Credits that the Administrator posts toParticipants’ AMTOP Accounts, as set forth in Article IV. 1.8. “AMTOP CREDIT ADDENDUM” means the addendum filed with theAdministrator by each Participating Agency, which sets forth the productionrequirements and the Matching Percentage applicable to a Participating Agency’sparticipating Agents. Such AMTOP Credit Addenda are incorporated by referenceinto this AMTOP plan document. 1.9. “AMTOP PAYMENT” means the vested portion of the AMTOP Creditstransferred to a Participant’s ATOP Account pursuant to Section 5.7. 1.10. “ATOP” means the HealthMarkets Agents’ Total Ownership Plan, asamended and restated effective April 5, 2006. 1.11. “BOARD” shall mean the Board of Directors of HealthMarkets, asconstituted from time to time. 1.12. “BONUS CREDITS” means Equivalent Shares which a ParticipatingAgency in its sole discretion may request the Administrator on behalf of theSponsoring Company to post to AMTOP Accounts of certain Participants, includingbut not limited to any credits under ITOP or any other cash 1and wealth program of the Sponsoring Company or any Participating Agency orAffiliate transferred to AMTOP. 1.13. “CALENDAR YEAR” means the twelve (12) month period commencing onJanuary 1 and ending on December 31. 1.14. “CONTRACT” means “Independent Insurance Agent Commission-OnlyContract and/or FSR Agreement between the Participant and a ParticipatingAgency.” 1.15. “DISABILITY” means a Participant’s physical or mental disabilityto be determined by reference to the effective Social Security guidelines. 1.16. “DIVIDEND CREDITS” means Equivalent Shares that theAdministrator posts to each Participant’s AMTOP Account in any month on behalfof 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 numberof whole Shares which would have been purchased had AMTOP Credits been investedin Shares on the date such credits were posted to each Participant’s AMTOPAccount. 1.19. “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. 1.20. “FORFEITURE CREDIT POOLS” means separate pools of MatchingCredits, Dividend Credits and/or certain Bonus Credits, in each case which areforfeited under Article V by Participants in AMTOP who experience a TerminationDate or a Complete Withdrawal under Section 8.3(a) of ATOP between July 1 of theprior Plan Year and June 30 of the current Plan Year. 1.21. “FORFEITURE CREDITS” means Matching Credits, Dividend Creditsand/or certain Bonus Credits transferred by the Administrator from theForfeiture Credit Pools to the AMTOP Accounts of Participants who qualify underSection 4.4. 1.22. “FOUNDER’S CREDITS” means Equivalent Shares that theAdministrator posts to the AMTOP Accounts of Participants who qualify underSection 4.3. 2 1.23. “HEALTHMARKETS” means HealthMarkets, Inc. (formerly UICI), aDelaware corporation. 1.24. “ITOP” means the HealthMarkets Initial Total Ownership Plan, asamended and restated as of April 5, 2006. 1.25. “MATCHING CREDIT” means Equivalent Shares that the Administratorposts to each Participant’s AMTOP Account in any month on behalf of theSponsoring Company, pursuant to Section 4.1. 1.26. “MATCHING PERCENTAGE” means the percentage designated from timeto time by each Participating Agency on an AMTOP Credit Addendum for purposes ofdetermining the Matching Credits to be posted pursuant to Section 4.1 to aParticipant’s AMTOP Account by the Administrator on behalf of the SponsoringCompany; PROVIDED, HOWEVER, that the Matching Percentage is establishedinitially at one hundred percent (100%). 1.27. “PARTICIPANT” means an Agent who is eligible to participate inAMTOP pursuant to Section 3.1 of AMTOP. 1.28. “PARTICIPATING AGENCY” means any insurance agency, company, orother organization, which, with the consent of the Sponsoring Company, adoptsAMTOP. 1.29. “PERIOD OF INELIGIBILITY” means a period of twelve (12)consecutive calendar months during which a person who was a Participant in AMTOPprior to the commencement of such period is not eligible to participate in AMTOPdue to such Participant’s complete withdrawal from ATOP under Section 8.3(a) ofATOP. 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 bythe Sponsoring Company with respect to Shares that has been so designated by theBoard as a Special Dividend for purposes of ATOP. 1.33. “SPECIAL DIVIDEND VALUATION DATE” shall mean the date on whichthe 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’scontractual relationship with a Participating Agency is terminated due to suchParticipant’s Disability (as defined in Section 1.14) or such Participant’sdeath, or the actual date on which the Participant otherwise ceases to be amember of or contracted with a Participating Agency. 1.36. “VALUATION DATE” shall mean each March 31, June 30, September 30and December 31 of each Plan Year. 1.37. “YEARS OF PARTICIPATION” means the number of consecutive fullPlan Years elapsed since the date the Participant became eligible and has filedwith the Administrator a properly completed 3Participant’s Election Form subsequent to the end of such Participant’s mostrecent Period of Ineligibility, if any. ARTICLE II. GENERAL 2.1. HISTORY AND PURPOSE – HealthMarkets has established thefollowing plans for the benefit of agents contracted with Participating Agenciesthat sell 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 MATCHING PLANS – As of the EffectiveDate, (a) the Agent Matching Plans shall be consolidated as one plan andthereafter referred to as the “HealthMarkets Agents’ Matching Total OwnershipPlan,” or “AMTOP”, (b) each of the Agent Matching Plans shall be and is herebyamended and restated in its entirety as provided in this plan document, and (c)the Agent Contribution Plans shall be consolidated as one plan and thereafterreferred to therein and herein as the “HealthMarkets Agents’ Total OwnershipPlan,” or “ATOP”. 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.), each MatchingCredit then posted to a Participant’s AMTOP Account under any Agent MatchingPlan shall represent an equivalent book credit representing one Share (asdefined in Section 1.31 above) and shall thereafter constitute a Matching Creditin accordance with and subject to the terms of AMTOP. The rights and obligationsof the holders of each Share shall be as set forth in the Certificate ofIncorporation 4of HealthMarkets to be effective as of the Effective Time (as defined in theMerger Agreement), the terms of which are specifically incorporated herein byreference thereto. 2.4. NON-QUALIFIED PLAN. – AMTOP is not intended to be a qualifiedplan under Section 401(a) of the Internal Revenue Code of 1986 (the “Code”) oran employee benefit plan under the Employee Retirement Income Security Act of1974 (“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 – AMTOP 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 AMTOP may include,but is not limited to, valid certificates, affidavits, documents, or otherinformation considered pertinent and reliable by the Administrator. 2.8. AMTOP ADMINISTRATION (a) Subject in all respects to the specific provisions hereof, theSponsoring Company hereby appoints the Administrator to manage the operation andadministration of AMTOP. (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 Administrative Committee shall be William J. Gedwed,Mark Hauptman, Bruce Madrid, Troy McQuagge and Matthew S. Kabaker (who shallconstitute the Blackstone Designee). Any vacancy occurring in the Agent PlanAdministrative Committee (by death or resignation or otherwise) may be filled bythe affirmative vote of a majority of the remaining members, PROVIDED, HOWEVER,that each such successor member of the Agent Plan Administrative Committee shallbe 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 AMTOP. The Agent Plan Administrative Committee shall meet as,if and when required under the terms of AMTOP, 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 5one 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 DLJ InvestorGroup shall be entitled to notice of, to attend and to observe the proceedingsof each meeting of the Agent Plan Administrative Committee. For this purpose”DLJ Investor Group” shall mean DLJ Merchant Banking Partners IV, L.P., DLJOffshore 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, THE 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 AMTOP shall betaken by an officer duly authorized to take such action by the Board,Administrator, the Agent Plan Administrative Committee or a ParticipatingAgency, as the case may be. If a Participating Agency is not a corporation, anyaction required or permitted to be taken under AMTOP 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 FOR PARTICIPATION – Subject to the terms andconditions of AMTOP, each Agent will become eligible for participation in AMTOPafter completion of one (1) full Calendar Year following the date the Agententered into a written Contract with a Participating Agency and has fulfilledall ITOP eligibility requirements or, in the case of a Complete Withdrawal by aParticipant pursuant to Section 8.3(a) of ATOP, such Agent has completed thePeriod of Ineligibility, provided that such Agent has properly completed aParticipant’s Election Form and such form has been received and acknowledged bythe Administrator. 3.2. TERMINATION – The Participant shall become ineligible toparticipate in AMTOP on his or her Termination Date. 6 3.3. PARTICIPATION NOT CONTRACT OF EMPLOYMENT – AMTOP does notconstitute a contract of employment, and participation in AMTOP will not giveany Participant the right to be retained in the service of a ParticipatingAgency or HealthMarkets either as an employee or an independent contractor, norto any right or claim to any benefit under AMTOP, unless such right or claim hasspecifically accrued under the terms of AMTOP. ARTICLE IV. AMTOP CREDITS 4.1. MATCHING CREDIT – For any given month, a Participant must meetthe production requirement set forth on the applicable AMTOP Credit Addendum andmake 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 aParticipating Agency a Matching Credit to the AMTOP Account of each Participanteligible for such Matching Credit. Except as provided in the applicable AMTOPCredit Addendum, the Matching Credit posted to each Participant’s AMTOP Account,if any, shall equal the number of Shares purchased under ATOP for that monthwith the Participant’s ATOP contribution, excluding any Enhancement Amounts (asthat term is defined in ATOP), multiplied by the Matching Percentage. Theposting date of the Matching Credit will be the same day as the Participant’sCredit Date (as that term is defined in ATOP) for the Participant’s ATOPcontributions for the month. 4.2. BONUS CREDITS – A Participating Agency in its discretion (withthe approval of the Agent Plan Administrative Committee) may request theAdministrator from time to time to post Bonus Credits to all, or to a groupconstituting of less than all, Participants’ AMTOP Accounts. Unless otherwisedirected by the Administrator and approved by the Agent Plan AdministrativeCommittee in any Plan Year and communicated to Participants, Bonus Creditsforfeited under Article V do not become a part of the Forfeiture Credit Pool. 4.3. FOUNDER’S CREDITS – Each AMTOP Participant shall have oneFounder’s Credit posted to his or her AMTOP Account for each Matching Creditthat 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 MatchingCredits, PROVIDED, HOWEVER, that Founder’s Credits forfeited under Article Vshall 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 posta Forfeiture Credit to each active Participant’s AMTOP Account from theForfeiture Credit Pool. Each Participant’s Forfeiture Credit shall bedetermined, to the nearest whole Equivalent Share, by multiplying the ForfeitureCredit Pool by a fraction, (i) the numerator of which is the total MatchingCredits which were posted to the Participant’s AMTOP Account for the periodbeginning July 1 of the previous Plan Year and ending June 30 of the currentPlan Year (the “Calculation Period”) and (ii) the denominator of which is theaggregate of the Matching Credits posted to all active Participants’ AMTOPAccounts for the Calculation Period; PROVIDED, HOWEVER, that, for purposes ofcalculating the numerator and the denominator of such fraction, the total numberof Matching Credits credited to any Participant’s AMTOP Account during suchCalculation Period shall be deemed not to exceed the amount of $15,000 dividedby the Fair Market Value of Shares as of the Valuation Date immediatelypreceding such June 30. For purposes of this Section 4.4, an active Participantis a Participant who is under Contract with a Participating Agency at June 30 ofthe current Plan Year. 7 (b) If and to the extent that (i) the Administrator posts BonusCredits pursuant to Section 4.2 to AMTOP Accounts of a group of Participantsconstituting less than all Participants’ AMTOP Accounts (such group ofParticipants herein referred to as the “Participant Sub-Group”), (ii) theParticipating Agency determines in its discretion (with the approval of theAgent Plan Administrative Committee) that, if forfeited, such Bonus Creditsshall become a part of the Forfeiture Credit Pool, and Participants in theParticipant Sub-Group are so notified at the time such Bonus Credits(“Designated Bonus Credits”) are initially granted, then in such event aParticipating Agency may direct the Administrator to post the forfeitedDesignated Bonus Credits to the AMTOP Accounts of the active Participants in theParticipant Sub-Group. A Participant in the Participant Sub-Group who hasreceived the Designated Bonus Credits and is active as of June 30 of the thencurrent year will receive a portion of the forfeited Designated Bonus Creditsfor the period of July 1 of the prior year to June 30 of the current yeardetermined, to the nearest whole Equivalent Share, by multiplying the number offorfeited Designated Bonus Credits by a fraction, (i) the numerator of which isthe total Designated Bonus Credits which were posted to the Participant’s AMTOPAccount for the period beginning July 1 of the previous Plan Year and endingJune 30 of the current Plan Year (the “Calculation Period”) and (ii) thedenominator of which is the aggregate of the Designated Bonus Credits posted toall active Participants’ AMTOP Accounts for the Calculation Period; PROVIDED,HOWEVER, that, for purposes of calculating the numerator and the denominator ofsuch fraction, the total number of Designated Bonus Credits credited to anyParticipant’s AMTOP Account during such Calculation Period shall be deemed notto exceed the amount of $15,000 divided by the Fair Market Value of Shares as ofthe Valuation Date immediately preceding such June 30. (c) If and to the extent that (i) the Administrator posts DividendCredits pursuant to Section 4.5 and (ii) the Participating Agency determines inits discretion (with the approval of the Agent Plan Administrative Committee)that such Dividend Credits, if forfeited, shall become a part of the ForfeitureCredit Pool and Participants who initially received such Dividend Credits are sonotified at the time such Dividend Credits are granted, then in such event aParticipating Agency may direct the Administrator to post the forfeited DividendCredits to the AMTOP Accounts of the active Participants who initially receivedsuch Dividend Credits. A Participant who has received the Dividend Credits whilea Participant in AMTOP and is active as of June 30 of the then current year willreceive a portion of the forfeited Dividend Credits for the period of July 1 ofthe prior year to June 30 of the current year determined, to the nearest wholeEquivalent Share, by multiplying the number of forfeited Dividend Credits by afraction, (i) the numerator of which is the total Dividend Credits which wereposted to the Participant’s AMTOP Account for the period beginning July 1 of theprevious Plan Year and ending June 30 of the current Plan Year (the “CalculationPeriod”), and (ii) the denominator of which is the aggregate of Dividend Creditsposted to all active Participants’ AMTOP Accounts for the same period; PROVIDED,HOWEVER, that, for purposes of calculating the numerator and the denominator ofsuch fraction, the total number of Dividend Credits credited to anyParticipant’s AMTOP Account during such Calculation Period shall be deemed notto exceed the amount of $15,000 divided by the Fair Market Value of Shares as ofthe Valuation Date immediately preceding such June 30. (d) The following special allocation provisions shall be applicablenotwithstanding 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 8 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 ofcash dividends, if any, with respect to a Share, multiplied by the number ofAMTOP Credits in a Participant’s AMTOP Account, shall be credited to suchParticipant’s AMTOP Account not later than and the 15th day of the third monthafter the close of the Plan Year in which such dividends are received by theAdministrator. Such book credit shall be in the form of Equivalent Shares to thenearest whole Share that could be purchased with such payment at Fair MarketValue per Share determined as of the immediately preceding Valuation Date orSpecial Dividend Valuation Date, as applicable. 4.6. SHARES SUBJECT TO AMTOP – The Shares with respect to which awardsmay be made under AMTOP shall be Shares currently authorized but unissued,Shares currently held and/or Shares subsequently acquired by HealthMarkets orany subsidiary of HealthMarkets, as treasury shares (including Shares purchasedon the open market or in private transactions). Subject to the provisions ofthis Section 4.6, the number of Shares which may be delivered under AMTOP shallnot exceed 3,000,000 Shares in the aggregate. HealthMarkets will at all timesreserve and keep available a sufficient number of Shares to satisfy therequirements of AMTOP. In the event that Equivalent Shares are forfeitedpursuant to the provisions of AMTOP, such Equivalent Shares shall again beavailable 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 ofa Participant’s previously unvested AMTOP Account balance shall vest on eachJanuary 1 based on the Participant’s consecutive Years of Participation on thatdate in accordance with the following schedule. For purposes of determining thevested percentage of a Participant’s AMTOP Account balance, Years ofParticipation 9prior to any Period of Ineligibility will not be counted. Except as set forth inSection 5.4, a Participant’s Contract with a Participating Agency must be ineffect on December 31 of the prior Plan Year in order to proceed on the vestingschedule 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 aParticipant has completed ten (10) consecutive years of vesting under AMTOP andhas not had a complete withdrawal under ATOP and has not incurred a Period ofIneligibility under ATOP, then his or her AMTOP Account balance under AMTOPshall vest on each January 1 based on the Participant’s consecutive Years ofParticipation on that date in accordance with the following schedule. Except asset forth in Section 5.4, a Participant’s Contract with a Participating Agencymust be in effect on December 31 of the prior Plan Year in order to proceed onthe 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 HAVECOMPLETED THE ALTERNATE VESTING SCHEDULE IN 5.2 – If a Participant has completedten (10) consecutive years of vesting under AMTOP and five (5) additional yearsof vesting as outlined in Section 5.2 under AMTOP and has not had a completewithdrawal under ATOP, and has not incurred a Period of Ineligibility underATOP, then his or her AMTOP Account balance under AMTOP shall vest one hundredpercent (100%) each January 1. Except as set forth in Section 5.4, aParticipant’s Contract with a Participating Agency must be in effect on December31 of the prior Plan Year in order to proceed on the vesting schedule on anyJanuary 1. 5.4. VESTING ON TERMINATION DUE TO DEATH OR DISABILITY – If aParticipant experiences a Termination Date due to death or Disability, theParticipant’s AMTOP Credits that have not vested as of such Termination Datewill become one hundred percent (100%) vested. 5.5. DISCRETIONARY VESTING ACCELERATION – Notwithstanding theforegoing, the Sponsoring Company reserves the right in its discretion (with theapproval of the Agent Plan Administrative 10Committee) to modify and/or accelerate the vesting schedule hereinabove setforth as to any individual Participant in AMTOP. 5.6. FORFEITURES – Subject to Section 5.4 and 5.5, if a Participant’scontractual relationship with all Participating Agencies is terminated with orwithout cause during the current Plan Year or if a Participant experiences acomplete withdrawal from ATOP under Section 8.3(a) of ATOP, then the nonvestedportion of his or her AMTOP Account shall be forfeited as of his or herTermination Date. Forfeited Matching Credits and/or certain Bonus Credits and/orDividend Credits shall be accumulated into a Forfeiture Credit Pool to beallocated and posted pursuant to Section 4.4. 5.7. AMTOP PAYMENT – As soon as administratively practicable afterJanuary 1 of each Plan Year, the Sponsoring Company will make an AMTOP Paymentto the ATOP Account of each of its active Agents participating in AMTOP in anamount 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 theform of Shares or cash equal to the amount necessary to purchase a number ofShares equal to the Participant’s then vested AMTOP Credits. Shares acquired forpurposes of the AMTOP Payment may be newly issued Shares, Shares acquired byopen market purchase and/or Shares purchased from ATOP Participants, asdetermined by the Administrator in its sole discretion. At the time the AMTOPPayment is made to the Participant’s ATOP Account, the number of such vestedAMTOP Credits will be deducted from the Participant’s AMTOP Account. Forpurposes of this Section 5.7, an active Agent participating in AMTOP is aParticipant under contract with a Participating Agency on December 31 of theprior Plan Year. 5.8. REDUCTION OF AMTOP PAYMENT – In the event the SponsoringCompany, the Administrator or a Participating Agency shall be held liable underthe federal securities laws, the securities laws of any state or otherwise toany Participant for any loss incurred by such Participant’s ATOP Account, thenthe AMTOP Payment and any prior AMTOP Payment shall be reduced on adollar-for-dollar basis by the amount the Administrator on behalf of theSponsoring Company credits the Participant’s ATOP Account in respect to suchliability. 5.9. VALUE OF VESTED AMTOP CREDITS – (a) The value of vested AMTOP Credits shall be determined as of theJanuary 1 on which such AMTOP Credits vest by multiplying the number of AMTOPCredits then vesting times the Fair Market Value per Share as determined as ofthe immediately preceding Valuation Date. (b) The value of AMTOP Credits vesting upon the death of a Participantshall be determined by multiplying the number of such AMTOP Credits then vestingby the Fair Market Value per Share as determined as of the Valuation Dateimmediately preceding the date of death. (c) The value of AMTOP Credits vesting upon the Disability of aParticipant shall be determined by multiplying the number of such AMTOP Creditsthen vesting by the Fair Market Value per Share as determined as of theValuation Date immediately preceding the date the Plan Administrator receivesnotification of Disability. ARTICLE VI. AMENDMENT AND TERMINATION OF PLAN 6.1. AMENDMENT 11 (a) Subject to Section 5.8, the Sponsoring Company through theAdministrator reserves the right to amend AMTOP at any time for any reason,PROVIDED, HOWEVER, that (a) no such amendment may (i) reduce a Participant’sAMTOP Payment to an amount less than the amount the Participant would beentitled to receive if he or she experienced a Termination Date with aParticipating Agency on the day immediately preceding the effective date of theAmendment and (b) any proposed amendment to the Plan will be subject to approvalof 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 issuedunder the Plan or (iii) materially modifying the requirements as to eligibilityfor participation in the Plan. (b) Any Participating Agency may, with approval of the SponsoringCompany, revise any part of its AMTOP Credit Addendum, including the statedMatching Percentage, by filing an amended AMTOP Credit Addendum with theAdministrator. Amendments will become effective forty-five (45) days afternotice of such amendment is distributed to Participants in accordance withprocedures established by the Administrator, in its sole discretion, from timeto time. 6.2. TERMINATION – While HealthMarkets expects and intends tocontinue AMTOP, it reserves the right to terminate AMTOP at any time. AMTOP willterminate 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 maywithdraw its participation in AMTOP, or the Sponsoring Company through theAdministrator may terminate any Participating Agency’s participation in AMTOP,in each case by submitting written notification of such event to the other partyat least thirty (30) days prior to the effective date of such withdrawal ortermination of participation. In the event a Participating Agency notifies theAdministrator that it ceases to adopt AMTOP, or the Sponsoring Company throughthe Administrator withdraws its consent to the adoption of AMTOP by aParticipating Agency, AMTOP shall terminate as to all Participants who aremembers of or contracted with such Participating Agency, as of the effectivedate of either such notice. 6.4. AMTOP PAYMENTS ON TERMINATION – On termination of AMTOP inaccordance with Sections 6.2 or 6.3, vesting of AMTOP Credits will be at thesole discretion of the Sponsoring Company. Each Participant’s final AMTOPPayment, if any, will be made as soon as administratively practicable followingthe date of such termination in accordance with Section 5.7. Subject to Section5.8, no termination may retroactively reduce AMTOP Credits previouslytransferred to a Participant’s ATOP Account. 6.5. NOTICE OF AMENDMENT – The Administrator will notify affectedParticipants of any material amendment or termination of AMTOP. 6.6. RIGHTS OF PARTICIPANTS – Subject in all respects to the right ofthe Sponsoring Company as provided in Section 6.1 hereof to amend AMTOP at anytime and the right of the Sponsoring Company to 12terminate AMTOP as provided in Section 6.2 hereof at any time, it is agreed andhereby acknowledged that the obligations, if any, to maintain and fund AMTOPshall be and remain solely the obligations of HealthMarkets in its capacity asSponsoring Company and not the obligations of any of HealthMarkets’subsidiaries, and no Participant hereunder shall have recourse to or otherrights against any of HealthMarkets’ subsidiaries in connection with the fundingor administration of AMTOP. Notwithstanding the foregoing, the SponsoringCompany reserves the right to fund and/or administer AMTOP through one or moreof its subsidiaries. 6.7. PRIOR PLAN AGREEMENTS SUPERSEDED. The terms of AMTOP 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 AMTOP I and AMTOP II. 6.8. CERTIFICATE OF INCORPORATION – For the purposes of clarity, eachShare transferred to a Participant’s ATOP Account under AMTOP shall be subjectto the provisions of the Certificate of Incorporation, including any transfer,forced sale, redemption and other restrictions set forth therein. 13 HEALTHMARKETS, INC. AGENCY MATCHING TOTAL OWNERSHIP PLAN AMTOP AMTOP CREDIT ADDENDUMParticipating 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 76054I. 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 1 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: ——————————- 2