X0202 4 2008-03-13 0 0000773660 HealthMarkets, Inc. N/A 0001217152 BOXER MICHAEL 9151 BOULEVARD 26 NORTH RICHLAND HILLS TX 76180 0 1 0 0 EVP and CFO Stock Option 27.86 2008-03-13 4 A 0 4395 27.86 A 2007-09-26 2016-09-26 Class A-1 Common Stock 4395 97201 D Stock Option 27.86 2008-03-13 4 A 0 760 27.86 A 2007-09-29 2016-09-29 Class A-1 Common Stock 760 97961 D On September 26, 2006, the Compensation Committee of the Issuer approved a grant to the reporting person of an option to purchase 35,167 shares of Class A-1 Common Stock, which would vest based on the Issuer's satisfaction of certain performance criteria, as follows: (i) 25% on the first anniversary of the grant date, (ii) 25% on the second anniversary of the grant date, (iii) 17% on the third anniversary of the grant date, (iv) 17% on the fourth anniversary of the grant date, and (v) the remaining 16% on the fifth anniversary of the grant date. On March 13, 2008, the Issuer determined that the performance criteria for the second 25% had been met to the extent of 50%, or 12.5%, which will result in vesting of the option as to 4,395 shares on September 26, 2008, subject to the reporting person's continued employment as of such date. On September 29, 2006, the Compensation Committee of the Issuer approved a grant to the reporting person of an option to purchase 6,081 shares of Class A-1 Common Stock, which would vest based on the Issuer's satisfaction of certain performance criteria, as follows: (i) 25% on the first anniversary of the grant date, (ii) 25% on the second anniversary of the grant date, (iii) 17% on the third anniversary of the grant date, (iv) 17% on the fourth anniversary of the grant date, and (v) the remaining 16% on the fifth anniversary of the grant date. On March 13, 2008, the Issuer determined that the performance criteria for the second 25% had been met to the extent of 50%, or 12.5%, which will result in vesting of the option as to 760 shares on September 29, 2008, subject to the reporting person's continued employment as of such date. Michael Boxer By /s/ Peggy G. Simpson, POA 2008-03-17