UICI
NOMINATING & GOVERNANCE COMMITTEE CHARTER

I. ORGANIZATION

There shall be a committee of the Board of Directors (the "Board") of UICI (the "Company"), which shall be called the Nominating & Governance Committee.

II. PURPOSE

The Nominating & Governance Committee shall (1) identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend that the Board select the director nominees to be voted on at the next annual meeting of shareholders; (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; (3) oversee the evaluation of the board and management; and (4) review succession plan of the Chief Executive Officer and other key officer positions.

III. COMMITTEE MEMBERSHIP AND PROCEDURE

The Nominating & Governance Committee shall consist of no fewer than three members. Each member of the Nominating & Governance Committee shall satisfy the independence requirements of the New York Stock Exchange. The Board shall appoint the members of the Nominating & Governance Committee, considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Nominating & Governance Committee shall serve until their successors are appointed and qualify and shall designate the Chairman of the Nominating & Governance Committee. The Board shall have the power at any time to change the membership of the Nominating & Governance Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the New York Stock Exchange. Except as expressly provided in this Charter, the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Nominating & Governance Committee shall fix its own rules of procedure.

IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES