UICI
STOCK PURCHASE AGREEMENT - UICI & GREGORY T. MUTZ
<DOCUMENT>
<TYPE>EX-10.81
<SEQUENCE>13
<FILENAME>d08102exv10w81.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT - UICI & GREGORY T. MUTZ
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.81
                                                                  EXECUTION COPY

                               PURCHASE AGREEMENT

         This Agreement (the "Agreement"), dated as of May 6, 2003, is by and
between UICI, a Delaware corporation, and Gregory T. Mutz, an individual
residing at AMLI at Fossil Creek, 6111 N. Beach Street #1316, Fort Worth, Texas
76137 ("Mutz").

         WHEREAS, Gregory T. Mutz serves as a director and president and chief
executive officer of UICI;

         WHEREAS, in accordance with the Company's Executive Stock Purchase
Program (the "ESPP"), in December 1998 the Company extended a loan to Mutz in
the amount of $3.3 million, the proceeds of which were used to purchase 200,000
shares of Common Stock of the Company.

         WHEREAS, in June 1999, the Company extended an additional loan to Mutz
pursuant to the ESPP in the amount of $429,000, the proceeds of which were used
to purchase 20,000 shares of Company Common Stock.

         WHEREAS, as part of modifications to the ESPP adopted by the Company's
Board of Directors on January 2, 2001, the Company granted to Mutz 107,104
shares of UICI common stock, discharged $1.5 million principal amount of the
ESPP loan, and paid to Mutz a one-time cash bonus in the amount of $1.1 million
(which was calculated to reimburse Mutz for income and other taxes payable upon
receipt of the UICI stock and discharge of the portion of the ESPP loan).

         WHEREAS, at April 30, 2003, Mutz's loan owing to UICI under the ESPP
(the "Mutz ESPP Loan") has an outstanding principal amount of $1,320,000, bears
interest at the rate of 5% per annum payable quarterly, is full recourse to Mutz
and matures on January 1, 2007.

         WHEREAS, the Company believes that it is desirable and in its best
interest that the Mutz ESPP Loan be repaid in full.

         WHEREAS, in order to repay the Mutz ESPP Loan, it is necessary for Mutz
to sell some of the UICI shares that he currently holds.

         WHEREAS, to afford Mutz the liquidity necessary to repay the Mutz ESPP
Loan, the Company believes that it is desirable and in its best interests to
purchase from Mutz 207,104 shares of UICI Common Stock, par value $0.01 per
share (the "UICI Shares"), in accordance with the terms and conditions of this
Agreement.

         NOW THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:

         1. Definitions. The following capitalized terms shall have the
respective meanings set forth below:

         "Governmental Authority" means the government of the United States or
any foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.



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         "Person" means any individual, corporation, proprietorship, firm,
partnership, limited liability company, limited liability partnership, trust,
association or other entity, including a government or government department,
agency or instrumentality.

         2. Purchase of UICI Shares. Subject to satisfaction of the conditions
hereinafter set forth, and for and in consideration of the payment on the
Closing Date by UICI to Mutz of cash in the aggregate amount of $2,831,111.68,
or $13.67 per share (representing the closing price per share of UICI common
stock on the New York Stock Exchange on May 5, 2003) (the "Purchase Price"),
UICI will purchase, and Mutz will sell, the UICI Shares. On the Closing Date
Mutz will deliver to the Company a certificate or certificates representing the
UICI Shares, accompanied by a duly executed stock transfer power.

         3. Pay-Off of Mutz Loan. On the Closing Date, Mutz will remit to UICI
cash in the amount of $1,326,509.59, representing principal outstanding on the
Mutz ESPP Loan in the amount of $1,320,000 and accrued interest thereon to the
closing date in the amount of $6,509.59. Upon receipt of the payment herein
contemplated, the Mutz ESPP Loan will be deemed paid and discharged in full, and
UICI will return the original note representing the Mutz ESPP Loan to Mutz
marked "paid in full."

         4. Closing. The closing of the transaction contemplated hereby (the
"Closing") will take place on Tuesday, May 6, 2003, or such later date as the
Company and Mutz shall mutually agree (the "Closing Date").

         5. Representations and Warranties of the Company. The Company
represents and warrants as of the date hereof as follows:

                  5.1. Standing and Power. The Company is a corporation duly
         organized and validly existing and in good standing under the laws of
         the State of Delaware and has requisite corporate power and authority
         to carry on its business as now being conducted and to execute, deliver
         and perform this Agreement.

                  5.2. Authority. The execution and delivery of this Agreement
         by the Company and the consummation by the Company of the transactions
         contemplated by this Agreement have been duly authorized by all
         necessary action on the part of the Company. This Agreement has been
         duly executed and delivered by the Company and constitutes a valid and
         binding obligation of the Company, enforceable against the Company in
         accordance with its terms, subject to applicable bankruptcy,
         insolvency, moratorium or other similar laws relating to creditors'
         rights and general principles of equity.

                  5.3. No Conflict. The execution and delivery of this Agreement
         by the Company do not, and the consummation of the transactions
         contemplated by this Agreement and compliance by the Company with the
         provisions of this Agreement will not, conflict with, or result in any
         violation of, or default (with or without notice or lapse of time, or
         both) under, or give rise to a right of termination, cancellation or
         acceleration of any material obligation or to a loss of material
         benefit under, (i) the charter or organizational documents or the
         By-laws of the Company, in each case as amended or supplemented to the
         date of this Agreement, (ii) any loan or credit agreement, note, bond,
         mortgage, indenture, reciprocal easement agreement, lease or other
         agreement, instrument, permit, concession, franchise or license
         applicable to the Company or its properties or assets or (iii) any laws
         applicable to the Company or its properties or assets, other than, in
         the case of clause (ii) or (iii), any such conflicts, violations,
         defaults, rights or loss that individually or



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         in the aggregate would not prevent or materially delay the consummation
         of the transactions contemplated by this Agreement.

         6. Covenants, Representations and Warranties of Mutz. Mutz covenants,
represents and warrants as of the date hereof as follows:

                  6.1. Organization, Standing and Power. Mutz has the power to
         execute, deliver and perform this Agreement.

                  6.2. Authority. This Agreement has been duly executed and
         delivered by Mutz and constitutes a valid and binding obligation of
         Mutz, enforceable against Mutz in accordance with its terms, subject to
         applicable bankruptcy, insolvency, moratorium or other similar laws
         relating to creditors' rights and general principles of equity.

                  6.3. No Liens. Mutz has full right, power and authority to
         sell and deliver the UICI Shares to be delivered by him as contemplated
         by this Agreement. Upon endorsement and delivery of certificates or
         stock powers evidencing the UICI Shares to UICI at the Closing and
         UICI's payment of the Purchase Price as contemplated herein, UICI shall
         have acquired from Mutz good and marketable title to the UICI Shares,
         free and clear of all pledges, liens, security interests, claims,
         charges of any kind or character, restrictions, title defects or
         obligations, rights of third parties, options or encumbrances of any
         nature whatsoever (collectively, "Encumbrance"), other than any
         Encumbrance that may be caused or created by UICI on or after the
         Closing Date.

                  6.4. No Conflict. The execution and delivery of this Agreement
         by Mutz does not, and the consummation of the transactions contemplated
         by this Agreement and compliance by Mutz with the provisions of this
         Agreement will not, conflict with, or result in any violation of, or
         default (with or without notice or lapse of time, or both) under, or
         give rise to a right of termination, cancellation or acceleration of
         any material obligation or to a loss of a material benefit under, (i)
         any loan or credit agreement, note, bond, mortgage, indenture,
         reciprocal easement agreement, lease or other agreement, instrument,
         permit, concession, franchise or license applicable to Mutz or his
         properties or assets or (ii) any laws applicable to Mutz or his
         properties or assets, other than any such conflicts, violations,
         defaults, rights or loss that individually or in the aggregate would
         not prevent or materially delay the consummation of the transactions
         contemplated by this Agreement.

         7. UICI Related Party Transaction. This Agreement and the transaction
contemplated hereby constitute a "related party transaction" in accordance with
policies and procedures established by the Board of Directors of UICI, and at a
meeting of the UICI Board of Directors held on May 2, 2003, a majority of the
outside disinterested directors of UICI approved this Agreement and the
transactions contemplated hereby.

         8. Closing Conditions.

                  8.1. The Company's Closing Conditions. The obligations of the
         Company under Section 2 of this Agreement are subject to the
         satisfaction or waiver by the Company of the following conditions
         precedent on or before the Closing Date:

                           8.1.1. The representations and warranties of Mutz
                  contained herein shall be accurate, true and correct in all
                  material respects on and as of the Closing Date with the same
                  force and effect as though made by Mutz on and as of the
                  Closing Date.



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                           8.1.2. Mutz shall have performed and complied with
                  all of his covenants, obligations and agreements contained in
                  this Agreement to be performed and complied with by it on or
                  prior to the Closing Date.

                           8.1.3. No action or proceeding by any Governmental
                  Authority or other Person shall have been instituted or
                  threatened which (a) might have a material adverse effect on
                  the Company's ability to consummate the transactions herein
                  contemplated or (b) could enjoin, restrain or prohibit, or
                  result in substantial damages in respect of, any provision of
                  this Agreement or the consummation of the transactions
                  contemplated hereby.

                  8.2. Mutz's Closing Conditions. The obligations of Mutz under
         Sections 2 and 3 of this Agreement are subject to the satisfaction or
         waiver by Mutz of the following conditions precedent on or before the
         Closing Date:

                           8.2.1. The representations and warranties of the
                  Company contained herein shall be accurate, true and correct
                  in all material respects on and as of the Closing Date with
                  the same force and effect as though made by the Company on and
                  as of the Closing Date.

                           8.2.2. The Company shall have performed and complied
                  with all of its covenants, obligations and agreements
                  contained in this Agreement to be performed and complied with
                  by it on or prior to the Closing Date.

                           8.2.3. No action or proceeding by any Governmental
                  Authority or other Person shall have been instituted or
                  threatened which (a) might have a material adverse effect on
                  Mutz's ability to enter into this Agreement or consummate the
                  transactions contemplated hereby (b) could enjoin, restrain or
                  prohibit, or result in substantial damages in respect of, any
                  provision of this Agreement or the consummation of the
                  transactions contemplated hereby.

         9. Miscellaneous.

                  9.1. Survival of Representations and Warranties. The
         representations, warranties and covenants in this Agreement shall not
         survive Closing.

                  9.2. Notices. All notices, requests, claims, demands and other
         communications under this Agreement shall be in writing and shall be
         delivered personally, sent by overnight courier (providing proof of
         delivery) to the parties or sent by telecopy (providing confirmation of
         transmission) at the following addresses or telecopy numbers (or at
         such other address or telecopy number as shall be specified by like
         notice):

                           if to the Company, to:

                           UICI
                           9151 Grapevine Highway
                           4th Floor
                           North Richland Hills, TX 76180
                           Attn: Mr. Glenn W. Reed
                           (phone): (817) 255-5419



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                           if to Mutz, to:

                           Mr. Gregory T. Mutz
                           AMLI at Fossil Creek
                           6111 N. Beach Street
                           #1316
                           Fort Worth, Texas 76137

                  9.3. Counterparts. This Agreement may be executed in one or
         more counterparts, all of which shall be considered one and the same
         agreement and shall become effective when one or more counterparts have
         been signed by each of the parties and delivered to the other party.

                  9.4. Entire Agreement. This Agreement constitutes the entire
         agreement and supersedes all prior agreements and understandings, both
         written and oral, between the parties with respect to the subject
         matter of this Agreement.

                  9.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
         REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
         PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

                  9.6. Assignment. Neither this Agreement nor any of the rights,
         interests or obligations under this Agreement shall be assigned or
         delegated, in whole or in part, by operation of law or otherwise by any
         of the parties.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.


                                      UICI

                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------



                                      ------------------------------------------
                                                     GREGORY T. MUTZ



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