Amended And Restated Voting Trust Agreement

EXHIBIT 10.1


AMENDED AND RESTATED
VOTING TRUST AGREEMENT


AMENDED AND RESTATED VOTING TRUST AGREEMENT, dated as of July 31, 2000 (this "Agreement"), among UICI, a Delaware corporation ("UICI"), which has heretofore deposited shares of common stock, no par value (the "Common Stock"), of HealthAxis.com, Inc., a Pennsylvania corporation ("HealthAxis"), in the Voting Trust created hereunder, and Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney as Trustees (the "Trustees").


WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of January 26, 2000 (the "Merger Agreement"), by and among HealthAxis, Inc. (f/k/a Provident American Corporation), a Pennsylvania corporation (the "Company"), HealthAxis, and HealthAxis Acquisition Corp., a Pennsylvania corporation ("Newco"), HealthAxis will be merged with and into Newco (the "Merger") and each share of Common Stock will be exchanged for shares of common stock, $0.10 par value per share, of the Company (the "Shares");


WHEREAS, on February 11, 2000, the parties entered into a Voting Trust Agreement (the "Original Agreement") pursuant to which UICI deposited with the Voting Trust 10,103,207 shares of Common Stock and the Trustees consented to act as trustees under and in accordance with the Voting Trust created thereunder;


WHEREAS, on March 14, 2000, UICI sold 1,000,000 shares of Common Stock and caused the Trust to sell 1,000,000 shares of Common Stock to an unaffiliated third party; and


WHEREAS, the parties desire to amend and restate the Original Agreement in its entirety as herein provided to, among other things, reflect the current number of shares of Common Stock held in the Voting Trust and an extension to the term of this Trust in certain circumstances.


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto hereby agree to amend and restate the Original Agreement in its entirety as follows:


1. Delivery of Stock to Trustees.


(a) Concurrently with the execution of this Agreement, the Voting Trust will deliver to UICI a certificate or certificates representing 2,670,138 shares of Common Stock either endorsed to UICI or accompanied by appropriate stock transfer powers duly executed in blank for the transfer thereof to UICI. Immediately after the transfer described in the preceding sentence, the Voting Trust shall hold 6,433,069 shares of Common Stock registered in the names of the Trustees on the books of HealthAxis. The Trustees shall cause such Common Stock to be exchanged for the Shares pursuant to the Merger and registered in the names of the Trustees on the books of the Company.


(b) All certificates representing the Shares or the Common Stock subject to this Agreement (the "Trust Securities") shall be registered in the name of the Trustees and shall bear the following legend:


"This certificate has been issued pursuant to, and the shares
of Common Stock represented hereby are subject to, the terms
of that certain Amended and Restated Voting Trust Agreement,
dated July 31, 2000, among UICI, a Delaware corporation, and
Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney
as Trustees."


A similar legend shall be placed in the stock ledger of HealthAxis or the Company, as the case may be, with respect to each certificate representing the Trust Securities subject to this Agreement.


(c) Upon any transfer of Trust Securities in accordance with this Agreement, the Common Stock or Shares, as the case may be, will be released from this Voting Trust and no longer constitute Trust Securities. The Trustees will remove the legend set forth in Section 1(b) from the stock ledger of HealthAxis or the Company, as the case may be, and will issue a new certificate representing the Common Stock or Shares, as the case may be, to the transferee of the Common Stock or Shares, as the case may be.


2. Continuation of Voting Trust.


(a) There is hereby continued a voting trust (the "Voting Trust") in respect of the Trust Securities. Concurrently with the delivery of the certificate or certificates to UICI as described in Section 1, the Trustees shall deliver to UICI a replacement Voting Trust Certificate in the form attached hereto as Exhibit A, evidencing the Trust Securities deposited with the Trustees hereunder, registered in UICI's name.


(b) The Voting Trust shall be known as the "UICI Voting Trust."


3. Voting and Other Rights.


(a) The Trustees shall have the full and unqualified right and power in their discretion, until the Trust Securities are no longer subject to the provisions of this Agreement, (i) to vote the Trust Securities either in person or by proxy for every purpose for which the Trust Securities may be voted according to HealthAxis' or the Company's, as the case may be, Certificate of Incorporation and the Pennsylvania Business Corporation Law of 1988, as amended, and/or to give written consent in lieu of voting thereon to any corporate act of HealthAxis or the Company, as the case may be, including, without limitation, the election of directors by the holders of Common Stock or Shares, as the case may be, any amendments of HealthAxis' or the Company's, as the case may be, Certificate of Incorporation, the merger or consolidation of HealthAxis or the Company, as the case may be, into or with any other corporation or corporations, a share exchange of the Common Stock or Shares, as the case may be, the sale of


all or substantially all of the assets of HealthAxis or the Company, as the case may be, and the liquidation or dissolution of HealthAxis or the Company, as the case may be, (ii) to waive, with respect to the Trust Securities, notice of any regular or special meeting of stockholders of HealthAxis or the Company, as the case may be, (iii) to call meetings of stockholders, and (iv) to exercise all UICI's rights and powers in respect to the Trust Securities.


(b) The Trustees shall not take any action under this Agreement unless the action to be taken has been concurred in by a majority of the Trustees. When there are less than three Trustees, concurrence of all the Trustees shall be required for any action by them. The Trustees may act at a meeting (which may be by telephone or similar means of communication), or in writing approved by at least the minimum number of Trustees that would be necessary to authorize or take such action. Notwithstanding the foregoing, in the event that any matter or transaction is proposed for a vote by the holders of the Common Stock or Shares, as the case may be, and one or more of the Trustees has a financial interest in that matter or transaction (apart from acting solely as a director or an employee of HealthAxis or the Company, as the case may be), only those Trustees which do not have a financial interest in such matter or transaction shall participate in directing the voting of the Trust Securities; provided, however, that if all of the Trustees have such a financial interest in the matter or transaction proposed for a vote of the holders of the Common Stock or Shares, as the case may be, then the Trust Securities shall be voted by the Trustees strictly in the same proportion that the Common Stock or Shares are cast by other holders of ...