HealthMarkets, Inc. Watch

from 10-K 2 pages The Securities Represented by This Certificate Are Subject to Certain Transfer, Required Sale and Other Restrictions Set Forth in the Certificate of Incorporation of HealthMarkets, Inc. and Among Other Things, May Not Be Offered or Sold Except in Compliance With Such Transfer Restrictions and Applicable Securities Law. a Copy of Such Certificate of Incorporation Is on File With the Secretary of the Company and Is Available Without Charge Upon Written Request Therefor. the Holder of This Certificate, by Acceptance of This Certificate, Agrees to Be Bound by All of the Provisions of the Aforesaid Certificate of Incorporation. for Value Received, Hereby Sell, Assign and Transfer Unto Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint: Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises . Dated: In Presence of Notice. the Signature of This Assignment Must Correspond With the Name as Written Upon the Face of the Certificate, in Every Particular, Without Alteration or Enlargement, or Any Change Whatever

from 10-K 2 pages The Securities Represented by This Certificate Were Issued in a Transaction That Was Not Registered Under the Securities Act of 1933, as Amended, or Under the Securities Laws of Any State and May Not Be Transferred, Sold or Otherwise Disposed of Except Pursuant to an Effective Registration Statement or Pursuant to an Exemption From Registration Under Said Act and Applicable State Securities Laws

from S-8 22 pages HealthMarkets, Inc. Matching Agency Contribution Plan

from S-8 29 pages HealthMarkets, Inc. Agent’s Contribution to Equity Plan

from S-8 22 pages HealthMarkets, Inc. Agency Matching Total Ownership Plan

from S-8 32 pages HealthMarkets, Inc. Agent’s Total Ownership Plan

from S-8 ~20 pages Indenture or similar

from S-8 ~20 pages Indenture or similar

from S-8 ~20 pages Indenture or similar

from S-8 ~20 pages Indenture or similar

from 8-K ~20 pages Indenture or similar

from 8-K ~20 pages Indenture or similar

from 8-K >50 pages Indenture or similar

from 8-K >50 pages Indenture or similar

from 8-K >50 pages Indenture or similar

from 8-K >50 pages Indenture or similar

from S-8 POS ~5 pages Indenture or similar

from S-8 POS 1 page Indenture or similar

from S-8 POS ~50 pages Indenture or similar

from S-4/A 33 pages Form of Stockholders Agreement by and Among Uici and the Stockholders Named Herein Dated as of [•], 2006