Initial Total Ownership Plan (ITOP)

EXHIBIT 10.95

HealthMarkets, Inc.

Initial Total Ownership Plan

(As Amended and Restated Effective April 5, 2006)

(“ITOP”)

For Information Call:

Karie Graves
UGA — Association Field Services
500 Grapevine Highway
Suite 300
Hurst, Texas 76054
(817) 255-3839
kgraves@ugaais.com

Amended and Restated: April 5, 2006

HealthMarkets, Inc.

Initial Total Ownership Plan (ITOP)

ARTICLE I.

DEFINITIONS

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

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

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

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

      1.4. “AMTOP Account” means the separate book account of each Participant’s AMTOP Equivalent Shares, as maintained by the Administrator in accordance with the terms of AMTOP.

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

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

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

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

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

      1.10. “Fair Market Value” of a Share shall be determined by the Board in good faith as of the September 30 (the “Valuation Date”) immediately preceding the January 1 on which the ITOP Credit is posted to a participant’s AMTOP Account as provided in Section 4.1 hereof. In determining “Fair Market Value,” the Board will consider (among other factors it deems appropriate) the valuation prepared by The Blackstone Group (“Blackstone”) in the ordinary course of business for reporting to its advisory board and investors. Within not more than ten (10) business days following each Valuation Date, Blackstone will deliver to the Board its current valuation, and within not more than five (5) business days thereafter the Board shall deliver to the Sponsoring Company, the Administrator and each Participating Agency its determination of Fair Market Value of a Share as of the immediately preceding Valuation Date. Notwithstanding the foregoing, if there is a regular public trading market for such Shares, “Fair Market Value” shall mean, as of any given date, the mean between the highest and lowest reported sales prices of

a Share during normal business hours on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Shares are listed or on NASDAQ.

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

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

      1.13. “ITOP Credit” means a credit posted to the AMTOP Account of an eligible ITOP Participant pursuant to the terms of ITOP. The ITOP Credit shall be in the form of Equivalent Shares equal to the number of Shares that could be purchased with an eligible ITOP Participant’s ITOP Credit Amount.

      1.14. “ITOP Credit Addendum” means the addendum filed with the Administrator by each Participating Agency, which sets forth the ITOP Credit Amount applicable to the Participating Agency’s Agents who are ITOP Participants. Such ITOP Credit Addenda are incorporated by reference into this ITOP plan document.

      1.15. “ITOP Credit Amount” means an amount equal to a predetermined percentage of an eligible Agent’s calculated advances during the period described below during which the Agent is an ITOP Participant. For a Participant who has elected not to take advances, such Participant’s ITOP Credit Amount shall be calculated by the Participating Agency as indicated on the ITOP Credit Addendum. For purposes of ITOP, the period for determining an ITOP Participant’s ITOP Credit Amount shall commence on the date the Agent initially Contracts with the Participating Agency and end on the December 31 of the first full Calendar Year thereafter, provided that the Agent is continuously contracted with the Participating Agency during such period. The percentage used to determine the ITOP Credit Amount shall be designated from time to time by each Participating Agency in an ITOP Credit Addendum. Notwithstanding the foregoing, such percentage is initially established at fifteen percent (15%); provided, however, that, for each Agent participating in ITOP during all or any portion of the one year period ending on April 5, 2007 (such period of participation, the “Founder’s Period”), such percentage shall be increased and equal to thirty percent (30%) with respect to such eligible Agent’s calculated advances paid during the Founder’s Period.

      1.16. “ITOP Participant” means an Agent who is a participant in ITOP in accordance with Section 3.1.

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

      1.18. “Plan Year” means the Calendar Year.

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

      1.20. “Total Ownership Program” or “TOP” means the equity program maintained by HealthMarkets for the benefit of Agents contracted with Participating Agencies, which program includes ITOP, ATOP and AMTOP.

ARTICLE II.

GENERAL

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

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

      2.2. Shares – As of the Effective Time (as defined in th