AMENDMENT NO. 2 TO THE HEALTHMARKETS, INC. NONQUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 2 TO THE
HEALTHMARKETS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

     This SECOND AMENDMENT (the “Second Amendment”) to the Nonqualified Stock Option Agreement effective as of June 26, 2006 between HealthMarkets, Inc. (the “Company”) and Troy A. McQuagge (the “Optionee”), as amended by Amendment No. 1 effective March 21, 2008, (the “Agreement”), is hereby adopted effective June 11, 2008, pursuant to Section 16 of the Agreement. Words and phrases used herein with initial capital letters that are not defined herein shall have the meaning provided in the Agreement.

WITNESSETH:

     WHEREAS, the Company and The Optionee are parties to a Transition Services Agreement dated March 21, 2008;

     WHEREAS, the Company and The Optionee are parties to the Agreement; and

     WHEREAS,