UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

UNIVERSAL AMERICAN CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

91338E101

(CUSIP Number)

Partners Healthcare Solutions Holdings, L.P.

c/o GTCR Golder Rauner II, L.L.C.

300 N. LaSalle Street

Suite 5600

Chicago, Illinois 60654

Attention: David S. Katz

(312) 382-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:

Margaret A. Gibson, P.C.

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

March 2, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1. Security and Issuer.

The class of equity security to which this Statement on Schedule 13D relates is the voting common stock, par value $0.01 per share (the “Common Stock”), of Universal American Corp., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is Six International Drive, Suite 190, Rye Brook, New York 10573.

Item 2. Identity and Background.

(a) This Statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”), by virtue of its direct beneficial ownership of Common Stock, (ii) Partners Healthcare Solutions Holdings GP, LLC, a Delaware limited liability company (“APSGP”), by virtue of its being the general partner of APSLP, (iii) GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), by virtue of its being the managing member of APSGP, (iv) GTCR Partners IX, L.P., a Delaware limited partnership (“Partners IX”), by virtue of its being the general partner of Fund IX/A and (v) GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), by virtue of its being the general partner of Partners IX. APSLP, APSGP, Fund IX/A, Partners IX and GTCR are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person.

The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Statement.

Certain information required by this Item 2 concerning the executive officers and members of GTCR is set forth on Schedule A attached hereto, which is incorporated herein by reference.

(b) The address of the principal business and principal office of each of the Reporting Persons is 300 North LaSalle Street, Suite 5600, Chicago, IL 60654.

(c) The principal business of each of the Reporting Persons (other than APSLP and APSGP), including Partners IX as general partner of Fund IX/A and GTCR as general partner of Partners IX, is to make investments in common and preferred stock and other interests in business organizations, domestic or foreign. APSLP was formed in 2007 as a holding company in connection with GTCR’s acquisition of APS Healthcare, Inc. and its subsidiaries, which, along with its immediate parent, Partners Healthcare Solutions, Inc., a Delaware corporation (“APS Inc.”), were sold to the Issuer in the Merger (as defined below in Item 6). The principal business of APSGP is to act as general partner of APSLP.

(d) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this Statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this Statement, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All individuals named in Schedule A to this Statement are citizens of the United States.

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Item 3. Source and Amount of Funds or Other Consideration.

The responses to Item 4 and Item 6 of this Statement are incorporated herein by reference.

Item 4. Purpose of Transaction.

The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference.

APSLP is the holder of record of the Common Stock. The Reporting Persons directly or indirectly hold the Common Stock for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Persons may from time to time acquire additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer.

Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D.

Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.

Item 5. Interest in Securities of the Issuer.

(a) The following information is as of the date hereof and assumes there are 87,938,892 shares of Common Stock outstanding.

APSLP is the direct beneficial owner of 6,180,727 shares of Common Stock, or approximately 7.0% of the Common Stock outstanding as of the date of this Statement.

APSGP, as the sole general partner of APSLP, may be deemed to possess indirect beneficial ownership of 6,180,727 shares of Common Stock beneficially owned by APSLP, or approximately 7.0% of the Common Stock outstanding as of the date of this Statement. The filing of this Statement by APSGP shall not be construed as an admission that APSGP is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares held by APSLP.

Fund IX/A, by virtue of its being the managing member of APSGP, may be deemed to possess indirect beneficial ownership of the 6,180,727 shares of Common Stock indirectly beneficially owned by APSGP, or approximately 7.0% of the Common Stock outstanding as of the date of this Statement. The filing of this Statement by Fund IX/A shall not be construed as an admission that Fund IX/A is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of shares indirectly held by APSGP.

Partners IX, as the sole general partner of Fund IX/A, may be deemed to possess indirect beneficial ownership of the 6,180,727 shares of Common Stock indirectly beneficially owned by Fund IX/A, or approximately 7.0% of the Common Stock as of the date of this Statement. The filing of this Statement by Partners IX shall not be construed as an admission that Partners IX is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares indirectly held by Fund IX/A.

GTCR, as the sole general partner of Partners IX, may be deemed to possess indirect beneficial ownership of the 6,180,727 shares of Common Stock indirectly beneficially owned by Partners IX, which represents approximately 7.0% of the Common Stock as of the date of this Statement. The filing of this Statement by GTCR shall not be construed as an admission that GTCR is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares indirectly held by Partners IX.

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(b) By virtue of the relationship among APSLP, APSGP, Fund IX/A, Partners IX and GTCR described in Item 2, each of the Reporting Persons may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 6,180,727 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement.

(c) Except as otherwise set forth in this Statement, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Schedule A to this Statement, has effected any transactions in the Common Stock during the past 60 days.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this Statement.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On March 2, 2012 (the “Closing Date”), APS Inc. and APS Merger Sub, Inc., a Delaware corporation and subsidiary of the Issuer (“Merger Sub”) consummated the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of January 11, 2012, by and among APSLP, APS Inc., Merger Sub and the Issuer (the “Merger Agreement”) whereby APS Inc. was sold to the Issuer. APSLP received shares of the Common Stock as stock merger consideration, which number of shares may be adjusted pursuant to certain purchase price adjustments and the indemnification obligations of the parties to the Merger Agreement. Following the completion of the merger and related transactions with certain of its then limited partners, APSLP owned 6,180,727 shares of Common Stock of the Issuer. This summary is qualified in its entirety by reference to the text of the Merger Agreement, attached hereto as Exhibit 2 and incorporated by reference.

The Issuer, APSLP and certain individuals are parties to a Registration Rights Agreement, dated as of March 2, 2012 (the “Registration Rights Agreement”), entered into in connection with the Merger. The Registration Rights Agreement provides APSLP with certain customary demand, shelf and piggyback registration rights with respect to the shares of Common Stock acquired by APSLP pursuant to the Merger Agreement. This summary is qualified in its entirety by reference to the text of the Registration Rights Agreement, attached hereto as Exhibit 3 and incorporated by reference.

The Issuer and APSLP are parties to a letter agreement, dated as of March 2, 2012 (the “Letter Agreement”), entered into in connection with the Merger. Under the Letter Agreement, subject to certain conditions, a fund affiliated with GTCR will have the right to designate one individual to be included in the slate of directors recommended by the Issuer’s board of directors for election by its stockholders (provided that GTCR and its affiliates continue to hold a minimum number of shares of Common Stock). This summary is qualified in its entirety by reference to the text of the Letter Agreement, attached hereto as Exhibit 4 and incorporated by reference.

The Issuer, APSLP and Union Bank, N.A., as escrow agent (the “Escrow Agent”), are parties to an escrow agreement, dated as of March 2, 2012 (the “Escrow Agreement”), entered into in connection with the Merger. An aggregate number of approximately 890,000 shares of Common Stock were deposited into the escrow fund which may be used to satisfy certain indemnification obligations under the Merger Agreement. This summary is qualified in its entirety by reference to the text of the Escrow Agreement, attached hereto as Exhibit 5 and incorporated by reference.

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APSLP has entered into unit redemption agreements (the “Redemption Agreements”) with certain former limited partners, effective at the closing of the Merger, whereby such former limited partners are entitled to pro rata portions of the stock merger consideration received by APSLP, or an aggregate of approximately 112,000 shares of Common Stock, as adjusted from time to time pursuant to purchase price adjustments and the indemnification obligations of the parties under the Merger Agreement. APSLP has also entered into award agreements with six former limited partners, effective at the closing of the Merger, whereby, among other things, such former limited partners were awarded an aggregate of approximately 212,000 shares of Common Stock from the stock merger consideration delivered at the closing of the Merger (the “Award Agreements”). This summary is qualified in its entirety by reference to the forms of the Redemption Agreements and of the Award Agreements, attached hereto as Exhibit 6 and Exhibit 7, respectively, and incorporated by reference.

Item 7. Material to be Filed as Exhibits

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: March 8, 2012

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EXHIBIT 1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: March 8, 2012

SCHEDULE A

Decisions of the investment committee of GTCR with respect to the voting and disposition of the shares of the Common Stock are made by a vote of a majority of its members, and, as a result, no single member of the investment committee has voting or dispositive authority over such shares. Messrs. Philip A. Canfield, David A. Donnini, Collin E. Roche, Craig A. Bondy, Constantine S. Mihas, David S. Katz, Mark M. Anderson, Aaron D. Cohen and Sean L. Cunningham are each principals of GTCR LLC, which provides management services to GTCR, and each disclaims beneficial ownership of the shares held by GTCR, except to the extent of his pecuniary interest in such shares.

The principal occupation of each of the individuals listed on this Schedule A is serving as a principal of GTCR LLC. The business address of each such individual is GTCR LLC, 300 N. LaSalle Street, Suite 5600, Chicago, Illinois 60654.

The filing of this Statement shall not be construed as an admission that any of such individuals is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement.

Exhibit 5

EXECUTION VERSION

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”), is dated as of March 2, 2012, by and among Union Bank, N.A., a national banking association as escrow agent (the “Escrow Agent”), Universal American Corp., a Delaware corporation (“Parent”), and Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”).

PRELIMINARY STATEMENT

Each of Parent, APS Merger Sub, Inc., a Delaware corporation (“Merger Sub”), APSLP and Partners Healthcare Solutions, Inc., a Delaware corporation (the “Company”), are party to the Agreement and Plan of Merger, dated as of January 11, 2012 (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, on the date hereof, the parties hereto desire to effect a business combination of Parent and the Company by means of a merger (the “Merger”) of Merger Sub with and into the Company, with the Company continuing as the surviving corporation of the Merger. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Pursuant to Section 2.11 of the Merger Agreement, Parent has deposited with the Escrow Agent a number of Initial Parent Shares equal to the quotient obtained by dividing (x) $10,500,000 by (y) the Parent Closing Price (such shares being the “Escrow Shares” and together with any dividends or distributions declared or made by Parent in cash or property, including any New Shares, in respect of the Escrow Shares that have not been released from the Escrow Fund the (“Escrow Fund”)), which Escrow Fund shall be used (a) to satisfy the indemnification obligations of APSLP pursuant to Section 8.2 of the Merger Agreement and (b) at the sole option of Parent, to fund the payment of all amounts, if any, due and owing to Parent pursuant to the terms and conditions of Section 2.10(d) of the Merger Agreement.

Parent and APSLP desire to establish the terms and conditions pursuant to which the Escrow Fund will be established and maintained and to appoint the Escrow Agent as the escrow agent upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, the parties hereby agree as follows:

1. Escrow Agent and Escrow Account.

1.1 Escrow Agent. Parent and APSLP hereby appoint the Escrow Agent as the escrow agent to hold the Escrow Fund in accordance with the terms, conditions and provisions of this Agreement, and the Escrow Agent hereby accepts such appointment subject to the terms, conditions and provisions of this Agreement.

1.2 Escrow Account. On the date hereof (the “Closing Date”), Parent shall deposit with the Escrow Agent an original certificate, registered in the name of APSLP, representing the Escrow Shares. The Escrow Agent shall acknowledge in writing to Parent and APSLP the receipt of the original certificate, registered in the name of APSLP, representing the Escrow Shares.

1.3 Dividends and Distributions. In the event that Parent declares or pays any dividends or distributions in cash or property, including any New Shares, in respect of the Escrow Shares that have not been released from the Escrow Fund, Parent shall promptly deposit or deliver such cash or property, in the case of a cash dividend or distribution, by wire transfer of immediately available funds to the account set up by the Escrow Agent (the “Cash Escrow Account”) as follows:

Union Bank, N.A.

ABA: 122000496

Account: 37130196431

Account Name: TRUSDG

For Further Credit: 6711974400

Attention: Corporate Trust, James Myers

and in the case of any dividend or distribution of property, by delivery of such property (or book-entry confirmation thereof, in the case of any New Shares issued in book-entry form) to the Escrow Agent. For the avoidance of doubt, any such cash or property shall be added to the Escrow Fund and become a part thereof. APSLP (or its direct or indirect owners) shall pay any Taxes on such dividends or distributions on the Escrow Shares, subject to Section 2.3.

1.4 Certificates. In the event that the Escrow Agent is required to deliver any Escrow Shares to Parent pursuant to this Agreement, Parent shall exchange the certificate that the Escrow Agent holds in relation to the Escrow Shares with an original certificate, registered in the name of APSLP, representing the Escrow Shares remaining in the Escrow Fund after the delivery of any Escrow Shares to Parent pursuant to this Agreement. In the event that the Escrow Agent is required to deliver any Escrow Shares to APSLP pursuant to this Agreement, Parent shall exchange the certificate that the Escrow Agent holds in relation to the Escrow Shares with two original certificates, both registered in the name of APSLP, representing (i) the Escrow Shares to be delivered to APSLP pursuant to this Agreement and (ii) the Escrow Shares remaining in the Escrow Fund after the delivery of any Escrow Shares to APSLP pursuant to this Agreement. The Escrow Agent shall have no duty to solicit the return by Parent of any Escrow Shares to the Escrow Agent.

2. Investment of the Escrow Cash.

2.1 Investment.

(a) The Escrow Agent, as directed in writing by APSLP, shall invest all or any portion of the cash portion (if any) of the Escrow Fund (the “Escrow Cash”) and any income or interest earned or accrued with respect to the foregoing, in any of the following (the “Permitted Investments”): (i) obligations issued or guaranteed by the United States of America or any agency or instrumentality thereof with a maturity of not more than thirty (30) days; (ii) commercial paper at the time of investment and any renewal rated A-1 or higher by Standard & Poor’s Corporation or Prime-1 or higher by Moody’s Investor’s Service, Inc.; and (iii) money market funds all of whose funds are invested in any of the foregoing, including any fund for which the Escrow Agent or an affiliate of the Escrow Agent serves as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian, notwithstanding that (A)

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the Escrow Agent or an affiliate of the Escrow Agent charges and collects fees and expenses from such funds for services rendered (provided that such fees and expenses are on terms consistent with terms negotiated at arm’s length with an un-affiliated third party) and (B) the Escrow Agent charges and collects fees and expenses for services rendered pursuant to this Agreement. If the Escrow Agent does not receive written instructions from APSLP regarding the investment of any portion of the Escrow Cash, then the Escrow Agent shall invest such portion of the Escrow Cash with respect to which it received no instructions in the HighMark Diversified Money Market Fund, Fiduciary Shares, Ticker HMDXX, CUSIP No. 431114883.¹

(b) The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made in accordance with this Agreement. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its Affiliates, whether it or any such Affiliate is acting as agent of the Escrow Agent or for any third person or dealing as principal for its own account. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations or advice.

(c) The Escrow Agent shall have no obligation to invest the Escrow Cash if deposited with the Escrow Agent after 10:30 a.m. Pacific Time/1:30 p.m. Eastern Time on the day of deposit. Instructions received after 10:30 a.m. Pacific Time/1:30 p.m. Eastern Time will be treated as if received on the following Business Day. “Business Day”, solely with respect to the Escrow Agent for purposes of this Agreement, means any day the Escrow Agent is open for business at the address set forth herein.

2.2 Statements. The Escrow Agent shall deliver to Parent and APSLP, with respect to the Cash Escrow Account, periodic cash transaction statements (each, a “Statement”), which shall include details for all investment transactions effected by the Escrow Agent or brokers selected by APSLP or any investment advisor to APSLP. Upon Parent’s and APSLP’s election, such statements will be delivered via the Escrow Agent’s Online Trust and Custody service and upon electing such service, paper statements will be provided only upon request. Parent and APSLP waive the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. Parent and APSLP further understand that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

¹ APSLP hereby acknowledges that it has received and has had the opportunity to read the Prospectus for the selected investment of the Escrow Fund and understands that investments in money market are not insured by the Federal Deposit Insurance Corporation and are not obligations of or guaranteed by the Escrow Agent.

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2.3 Income and Taxes; Permitted Sales.

(a) Any interest, dividends or other earnings received in respect of the Escrow Fund shall be credited to, and shall become a part of, the Escrow Fund and shall be invested as provided in Section 2.1(a) until disbursed in accordance with the terms hereof. The parties agree that APSLP shall be treated as the owner of the Escrow Fund for United States federal income Tax purposes, and will report all income, if any, that is earned on, or derived from, the Escrow Fund as the income of APSLP in the taxable year in which such income is properly includible.

(b) APSLP shall be permitted to sell any or all of the Escrow Shares in the Escrow Fund, with the net cash proceeds of such sale of Escrow Shares to remain as property of the Escrow Fund, to the extent APSLP, together with any entity that is an Affiliate of GTCR Golder Rauner II, L.L.C. (“GTCR LLC”) or any fund that is managed by GTCR LLC or an Affiliate of GTCR LLC, have sold all of the Parent Closing Shares held by them other than the Escrow Shares. For purposes of clarification, if APSLP exercises this right to sell any or all of the Escrow Shares, the Escrow Agent will release to APSLP the Escrow Shares from the Escrow Fund upon written notice from APSLP (with a concurrent copy to Parent). APSLP shall (i) as soon as reasonably practicable (and in any event not later than ten (10) Business Days following the release of such Escrow Shares to APSLP), deliver to Parent evidence, in form and substance reasonably satisfactory to Parent, of the amount of net proceeds received upon the sale of such Escrow Shares and deposit such net proceeds into the Escrow Fund or (ii) not later than ten (10) Business Days following the release of such Escrow Shares to APSLP, re-deposit such Escrow Shares into the Escrow Fund. The Escrow Agent will not be involved in any such sale including that the Escrow Agent will not be responsible for selling the Escrow Shares on APSLP’s behalf.

(c) After 5:00 p.m. Pacific Time on March 31, June 30, September 30 and December 31 of each year, or the next Business Day if any such date is not a Business Day, or, in the event of a sale of Escrow Shares pursuant to Section 2.3(b), on the settlement date of such sale, the Escrow Agent shall disburse to APSLP an amount equal to the product of (i) the amount of any dividend income, short-term capital gain, long-term capital gain, or ordinary income, as applicable, recognized by APSLP with respect to the Escrow Fund or with respect to such sale and (ii) the maximum U.S. federal income tax rate for an individual that is a United States person (within the meaning of section 7701(a)(30) of the Code) applicable to qualified dividend income, short-term capital gain, long-term capital gain, or ordinary income, as applicable, for the taxable year in which such income is recognized plus 5 percentage points, concurrently with receipt of such dividends, gains or income by the Escrow Fund, in accordance with written instructions delivered by APSLP to the Escrow Agent (with a concurrent copy to Parent) not later than five (5) Business Days prior to such date; provided, that if, during such five (5) Business Day period, the Escrow Agent (with a concurrent copy to APSLP) has received a written notice from Parent disputing such disbursement or the amount thereof, then (A) with respect to the aggregate amount (if any) of such disbursement that is not in dispute, the Escrow Agent shall disburse such amount to APSLP and (B) with respect to the aggregate amount of such disbursement that is in dispute, the Escrow Agent shall not disburse any amount until receipt of (x) a joint written notice from Parent and APSLP directing all or a portion of such amount to be disbursed to APSLP or (y) a copy of a final, non-appealable order of a Chosen Court (as defined below) with respect to such amount. Such instructions will specify the exact amount to be disbursed to APSLP. The Escrow Agent is not liable for the accuracy of any calculations or the sufficiency of any funds for any purpose under this Agreement.

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(d) The Escrow Agent shall report to the IRS, as of each calendar year-end, all income earned from the investment of any Escrow Cash and Escrow Shares held in the Escrow Fund as and to the extent required by Law.

(e) Prior to the date hereof, Parent and APSLP have provided the Escrow Agent with certified United States Federal Tax identification numbers of Parent and APSLP, respectively, by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. The parties understand that if such Tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Code to withhold a portion of any amounts otherwise payable hereunder.

(f) Notwithstanding anything to the contrary, the Escrow Agent shall be entitled to withhold from any payment of the Escrow Fund to APSLP, any amount required to be withheld by applicable Law. The Escrow Agent shall timely remit any withheld amounts to the appropriate Taxing Authorities. Any amount so withheld shall be treated for purposes of this Agreement as having been paid to APSLP.

2.4 Certificate of Incumbency. Parent and APSLP shall each execute and deliver to the Escrow Agent a certificate of incumbency substantially in the form of Schedule I hereto for the purpose of establishing the identity of the respective representatives of Parent and APSLP entitled to issue instructions or directions to the Escrow Agent on behalf of each such party. In the event of any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent by the appropriate party. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in relying without inquiry on any then current incumbency certificate on file with the Escrow Agent.

3. [Reserved]

4. Procedures with Respect to Indemnity Claims.

4.1 If Parent intends to assert a claim against the Escrow Fund on behalf of any Parent Indemnified Person pursuant to Section 8.2 of the Merger Agreement, subject to the limitations set forth in Section 8.1 and Section 8.2 of the Merger Agreement (including the provisions of Section 8.2(d) of the Merger Agreement), Parent shall deliver a written notice (a “Notice of Loss”) to the Escrow Agent (with a concurrent copy to APSLP). Each Notice of Loss shall specify in reasonable detail, to the extent then known, the basis of such claim and such Parent Indemnified Person’s good faith estimate of the aggregate amount of its Losses.

4.2 If, by 5:00 p.m. Pacific Time thirty (30) days after receipt by the Escrow Agent (with a concurrent copy to APSLP) of a Notice of Loss (the “Objection Period”), the Escrow Agent (with a concurrent copy to Parent) has not received a written notice from APSLP (an “Objection Notice”) disputing the right of Parent to indemnification or the amount of

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indemnification sought in such Notice of Loss, then Parent shall deliver written notice to the Escrow Agent (with a concurrent copy to APSLP) setting forth the Fair Market Value of Parent Common Stock as of the expiration of the Objection Period and the number of Escrow Shares to be delivered to Parent in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement and, subject to Sections 4.5 and 5, the Escrow Agent shall, unless by 5:00 p.m. Pacific Time five (5) Business Days after receipt by the Escrow Agent of such written notice (the “Methodology Objection Period”) the Escrow Agent (with a concurrent copy to Parent) has received written notice (a “Methodology Objection Notice”) from APSLP disputing the methodology pursuant to which Parent determined the Fair Market Value of such Parent Common Stock, deliver to Parent from the Escrow Fund the number of Escrow Shares specified in such Notice of Loss.

4.3 If, during the Objection Period, the Escrow Agent and Parent receive an Objection Notice, then: (a) with respect to the aggregate amount (if any) of Losses set forth in the applicable Notice of Loss that are not in dispute, Parent shall deliver a written notice to the Escrow Agent (with a concurrent copy to APSLP) setting forth the Fair Market Value of Parent Common Stock as of the date of such Objection Notice and the number of Escrow Shares to be delivered to Parent in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement and, subject to Sections 4.5 and 5, the Escrow Agent shall, unless within the Methodology Objection Period it and Parent have received a Methodology Objection Notice from APSLP, deliver to Parent from the Escrow Fund the number of Escrow Shares specified in such notice; and (b) with respect to the aggregate amount (if any) of Losses set forth in the applicable Notice of Loss that are in dispute or if a Methodology Objection Notice has been delivered in accordance with the foregoing, the Escrow Agent shall not release any Escrow Shares in respect of such amount in dispute until receipt of (i) a joint written notice from Parent and APSLP directing the disposition of all or part of the remaining Escrow Fund in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement or (ii) a copy of a final, non-appealable order of a Chosen Court (defined below) with respect to the amount of the disputed Losses set forth in the Objection Notice, together with a written notice from Parent (which Parent shall concurrently deliver to APSLP) setting forth the Fair Market Value of Parent Common Stock as of the date of such final, non-appealable order and the number of Escrow Shares to be delivered to Parent in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement, subject to, in the case of clause (ii), the Escrow Agent and Parent not having received a Methodology Objection Notice from APSLP during the Methodology Objection Period (and if a Methodology Objection Notice has been so received, then the Escrow Agent shall not release any Escrow Shares in respect of such amount in dispute until receipt of a joint written notice from Parent and APSLP directing the disposition of all or part of the remaining Escrow Fund in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement). Upon receipt of any such notice delivered pursuant to Section 4.3(b)(i) and/or Chosen Court determination, as applicable, and following the expiration of the Methodology Expiration Period in the case of a Chosen Court determination, the Escrow Agent shall promptly, and in any event within three (3) Business Days thereafter, implement its terms. The Escrow Agent shall be entitled to conclusively rely upon any such notice delivered in accordance with this Section 4.3.

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4.4 Outstanding Claims. Any Notice of Loss that is not resolved or disposed of pursuant to Section 4.2 or 4.3 prior to the Escrow Termination Date (as defined below) and any Notices of Loss delivered by Parent in accordance with Section 4.1 of this Agreement that is not resolved prior to the Escrow Termination Date shall constitute an “Outstanding Claim.” The Notice of Loss represented by each Outstanding Claim shall specify in reasonable detail, to the extent then known, the basis of such claim and such Parent Indemnified Person’s good faith estimate of the aggregate amount of its Losses.

4.5 Cash Payment Election. Notwithstanding the foregoing, in accordance with Section 8.2(e) of the Merger Agreement, APSLP, on its behalf or on behalf of any Indemnifying APSLP Partner that is obligated to make an indemnification payment to Parent pursuant to Section 8.2(a) or Section 8.2(h) of the Merger Agreement, may, in its sole discretion, provide written notice to the Escrow Agent (with a concurrent copy to Parent) of its election to pay any portion of such payment amount in cash (a “Cash Payment Election”) in an amount equal to such amount of the Indemnifiable Loss that is not paid in Escrow Shares, in which event, the number of Escrow Shares to be delivered to Parent pursuant to this Section 4 shall be reduced in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement, and such number of Escrow Shares not delivered to Parent as a result of such reduction shall instead be delivered to APSLP pursuant to a written notice delivered to the Escrow Agent by APSLP (with a concurrent copy to Parent).

4.6 For purposes of clarification, subject to Section 9, Escrow Agent is not responsible for determining whether any Notice of Loss, Objection Notice or Methodology Objection Notice meets the requirements of this Section or the Merger Agreement, and upon receiving any of the foregoing notices, the Escrow Agent shall assume that such notice complies with the requirements of this Section and/or the Merger Agreement.

5. Escrow Cash; Other Escrow Property. If the number of Escrow Shares to be delivered to Parent pursuant to Section 4, subject to APSLP’s sole option to make a Cash Payment Election and any applicable limitation set forth in the Merger Agreement, exceeds the number of remaining Escrow Shares in the Escrow Fund (such excess, if any, the “Escrow Share Shortfall Amount”), then, in addition to the Escrow Shares deliverable by the Escrow Agent to Parent pursuant to Section 4, the Escrow Agent shall deliver to Parent, by wire transfer of immediately available funds, an amount of cash equal to the lesser of (a) the product of (i) the Escrow Share Shortfall Amount and (ii) the Fair Market Value of Parent Common Stock determined as of the applicable date in accordance with the applicable provision of this Section 4, and (b) the aggregate amount of Escrow Cash then remaining in the Cash Escrow Account. If the aggregate amount of cash delivered to Parent pursuant to the immediately preceding sentence is insufficient to satisfy in full all amounts payable to Parent pursuant to Section 4 and any other property (other than cash and Escrow Shares) is then held in the Escrow Fund, then Parent and APSLP shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to deliver to Parent such other property held in the Escrow Fund as Parent and APSLP shall mutually determine in good faith based on the fair market value of such other property and the aggregate amount owed to Parent pursuant to Section 4.

6. Distributions to APSLP from the Escrow Fund.

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6.1 No later than five (5) Business Days after delivery of the audited consolidated financial statements of the Company and its consolidated Subsidiaries for the year ended December 31, 2012 (the “2012 Audit”), Parent shall deliver to the Escrow Agent (with a concurrent copy to APSLP) a written notice (the “Audit Completion Notice”) signed by an authorized signatory of Parent stating (i) that the 2012 Audit has been completed, and (ii) the date of completion of the 2012 Audit (the “Audit Completion Date”).

6.2 Not later than three (3) Business Days following the later of (a) the first anniversary of the Closing Date and (b) forty-five (45) days following the Audit Completion Date (such date, the “Escrow Termination Date”), the Escrow Agent shall release and distribute the remaining Escrow Fund less a number of Escrow Shares (valued at the Fair Market Value of such Escrow Shares as of the Escrow Termination Date), Escrow Cash and/or other property included in the Escrow Fund (the fair market value of which shall be mutually determined in good faith by Parent and APSLP), in respect of (i) any amounts then payable to Parent in respect of all resolved but undelivered amounts owing to Parent as of the Escrow Termination Date as a result of (x) the expiration of the applicable Objection Period, (y) a joint settlement or (z) a non-appealable order of a Chosen Court, and (ii) the amount of all Outstanding Claims existing as of the Escrow Termination Date. For the avoidance of doubt, the aggregate amount of the Escrow Shares, Escrow Cash and/or other property included in the Escrow Fund that is released pursuant to this Section 6.2 shall be determined as set forth above, it being understood that the combination Escrow Shares, Escrow Cash and/or other property equaling such aggregate amount shall be determined at the sole option of APSLP.

6.3 Each Outstanding Claim shall be resolved in accordance with the procedures described in Section 4 of this Agreement, and, upon such resolution, (a) the amounts relating to such Outstanding Claim shall be delivered to Parent or APSLP, as applicable and (b) Parent and APSLP shall deliver to the Escrow Agent a joint written notice specifying the number of Escrow Shares (as calculated in accordance with the methodology set forth in Section 8.2(e) of the Merger Agreement), Escrow Cash and/or other property included in the Escrow Fund (the fair market value of which shall be mutually determined in good faith by Parent and APSLP) to be retained by the Escrow Agent, and the Escrow Agent shall so retain such Escrow Shares, Escrow Cash and other property, in respect of the aggregate amount of all Outstanding Claims then outstanding. For the avoidance of doubt, the aggregate amount of the Escrow Shares, Escrow Cash and/or other property included in the Escrow Fund that is released pursuant to this Section 6.3 shall be determined as set forth above, it being understood that the combination Escrow Shares, Escrow Cash and/or other property equaling such aggregate amount shall be determined at the sole option of APSLP.

7. Termination of this Agreement. This Agreement shall terminate as to the Escrow Fund, upon the full distribution of the Escrow Fund pursuant to Sections 4, 5 and/or 6, as applicable. Notwithstanding anything to the contrary herein, if Parent and APSLP issue a joint written notice instructing the disposition of the Escrow Fund, the Escrow Agent shall distribute the Escrow Fund, as specified in such joint written notice.

8. Sole Duties. The sole duties of the Escrow Agent hereunder are as indicated herein, and upon the disposition of the Escrow Fund, as herein provided, the Escrow Agent shall be deemed to have performed its duties and shall be automatically discharged from any further obligation in connection therewith.

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9. Escrow Agent Not Liable. The Escrow Agent, in the performance of its duties hereunder, shall not be liable or responsible for any action taken or omitted to be taken hereunder in good faith as herein provided, except for its own willful misconduct or gross negligence.

10. Resignation; Successor Escrow Agent. The Escrow Agent or any successor escrow agent, as the case may be, may resign its duties and be discharged from all further duties or obligations hereunder at any time upon giving ten (10) Business Days’ prior written notice to the parties hereto. The Escrow Agent may be removed as escrow agent hereunder if both Parent and APSLP agree to such removal and give not less than ten (10) Business Days’ prior written notice thereof to the Escrow Agent. Parent and APSLP will thereupon jointly designate a successor escrow agent hereunder within said ten (10) Business Day period to whom the Escrow Fund shall be delivered. Any successor escrow agent shall be a banking corporation or trust company having total assets in excess of $10,000,000,000, which shall agree in writing to be bound by the provisions hereof. In default of such joint designation of a successor escrow agent, the Escrow Agent shall be entitled to petition a Chosen Court for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding.

11. Notices. (a) Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given and made if (i) in writing and served by personal delivery upon the party for whom it is intended; (ii) if delivered by facsimile with receipt confirmed; or (iii) if delivered by certified mail, registered mail or courier service, return receipt received to the party at the address set forth below, to the persons indicated:

Universal American Corp.

6 International Drive

Rye Brook, NY 10573-1068

Attention:   Tony L. Wolk

      Robert A. Waegelein

Telephone:  (914) 305-9256

       (914) 305-9206

Telecopy:    (914) 934-0700

with a copy to (which shall not constitute notice):

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telecopy: 212-757-3900

Attention:   Robert S. Schumer, Esq.

      Bruce Gutenplan, Esq.

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c/o GTCR Golder Rauner II, L.L.C.

300 North LaSalle Street

Suite 5600

Chicago, IL 60654

Telecopy: (312) 382-2201

Attention: David S. Katz

    Joseph P. Nolan

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Telecopy: (312) 862-2200

Attention: Margaret A. Gibson, P.C.

    Jason D. Osborn

Union Bank, N.A.

350 California Street, 11^th

San Francisco, CA 94104

Telecopy: (415) 273-2492

Attention: Corporate Trust Department, James Myers

Such addresses may be changed, from time to time, by means of a notice given in the manner provided in this Section 11(a).

(b) All such notices or communications shall be deemed to have been delivered and received: (a) if delivered in person, on the day of such delivery, (b) if by facsimile, on the day on which such facsimile was received, provided that receipt is personally confirmed by telephone, (c) if by certified or registered mail (return receipt requested), on the seventh Business Day after delivery thereof or (d) if by reputable overnight delivery service, on the third Business Day after the sending thereof. Each notice, written communication, certificate, instrument and other document required to be delivered under this Agreement shall be in the English language, except to the extent that such notice, written communication, certificate, instrument and other document is required by applicable Law to be in a language other than English.

(c) Any notice delivered by Parent or APSLP to the Escrow Agent shall simultaneously be delivered by Parent or APSLP to the other party. Any notice to the Escrow Agent that calls for a distribution of funds to Parent or APSLP shall designate a bank and account number located in the United States.

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12. Indemnification of Escrow Agent.

12.1 From and at all times after the date of this Agreement, Parent, to the fullest extent permitted by law, shall indemnify, defend and hold harmless the Escrow Agent and each director, officer, employee and agent of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims, losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable and documented attorneys’ fees, costs and expenses) (collectively, “Escrow Agent Damages”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof as a result of or arising from any Action by any person, including APSLP or Parent, whether threatened or initiated, asserting a claim for any legal or equitable remedy arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to or the target of any such Action; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a Chosen Court to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party. The obligations of Parent under this Section 12 shall survive any termination of this Agreement.

12.2 The parties agree that the payment by Parent of any claim by the Escrow Agent for indemnification hereunder shall not impair, limit, modify, or affect, as among Parent and APSLP, the respective rights and obligations of Parent, on the one hand, and APSLP, on the other hand, under the Merger Agreement.

13. Miscellaneous Matters Concerning Escrow Agent.

13.1 The Escrow Agent shall be entitled to refrain from taking any action contemplated by this Agreement if it becomes aware of any disagreement between the parties hereto as to any facts or as to the happening of any contemplated event precedent to such action. The rights of Escrow Agent under this Section 13.1 are in addition to all other rights which it may have by law or otherwise with respect to this Agreement, including the right to file an action in interpleader. The Escrow Agent acknowledges that any rights that it may have pursuant to this Agreement may only be exercised by it or on its behalf in its capacity as the Escrow Agent and, notwithstanding anything to the contrary herein, in the Merger Agreement or in any of the Financing Commitments (or the definitive agreements executed and delivered pursuant thereto), the Escrow Agent shall not have any rights under this Agreement or with respect to the Escrow Fund to the extent such rights arise as a result of the Escrow Agent’s or any of its Affiliates participation in the Financing.

13.2 The Escrow Agent shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision of this Agreement.

13.3 The Escrow Agent shall be entitled to compensation for its services hereunder as set forth on Schedule II attached hereto, and for reimbursement of its reasonable and documented out-of-pocket expenses including the fees and costs of attorneys or agents which it may find necessary to engage in the performance of its duties hereunder. Except as otherwise provided in Section 12.1, the fees and expenses of the Escrow Agent shall be borne

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one half (1/2) by Parent and one half (1/2) by APSLP (which fees will be paid at the Closing). If any party shall pay more than its share of the compensation, such party shall have a right of contribution from the other with respect to such fees paid by that party. The Escrow Agent shall have, and is hereby granted, a right to set off and prior lien upon any Escrow Shares, Escrow Cash or other property that Parent or APSLP, as applicable, becomes entitled to receive pursuant to this Agreement with respect to such party’s share of its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities.

13.4 The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, including, without limitation, the Merger Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other agreement. The Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein.

13.5 The Escrow Agent may rely conclusively upon any notice, instruction (such as a wire transfer instruction), request, order, judgment, certification or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall believe to be genuine and to have been executed by either of Parent or APSLP or by any Chosen Court (and delivered to the Escrow Agent by either of Parent or APSLP). In no event shall the Escrow Agent be liable for incidental, indirect, special, punitive or consequential damages (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

13.6 The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in any proceedings regarding a dispute between Parent and APLSP. If, however, the Escrow Agent becomes involved in litigation on account of this Agreement, it shall have the right to retain counsel reasonably acceptable to Parent and APSLP and to obtain reimbursement as provided in Section 12.1.

13.7 Any entity into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any entity to which all or substantially all of the escrow business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.

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13.8 If the Escrow Fund shall be attached, garnished or levied upon by any court order (including, by bankruptcy), or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

13.9 Any Tax Returns required to be prepared and filed with respect to income earned on, or derived from, the Escrow Fund will be prepared and filed by APSLP as the beneficial owner of such income as provided in Section 2.3(a), whether or not income is received or distributed in any particular Tax year, and the Escrow Agent shall have no responsibility for the preparation and/or filing of any Tax Return with respect to any income earned by the Escrow Cash or dividends or other distributions paid on Escrow Stock, except, in each case, for Tax Returns for information reporting and tax withholding purposes (e.g., on Forms 1099 and 1042, as applicable). Any Taxes payable on income earned from the investment of the Escrow Cash or with respect to distributions made on the Escrow Shares shall be the responsibility of APSLP whether or not the income is distributed to such party by the Escrow Agent. The Escrow Agent shall have no obligation to pay any Taxes; provided, however, that the Escrow Agent shall be entitled to withhold Tax from payments to APSLP pursuant to Section 2.3(f).

13.10 The obligations contained in this Section 13 shall survive any termination of this Agreement.

13.11 The Escrow Agent shall not incur liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the reasonable control of the Escrow Agent (including any act or provision of any present or future law or regulation or governmental authority, any act of God or war, terrorism or the unavailability of the Federal Reserve Bank or other wire or communication facility).

13.12 When the Escrow Agent acts on any communication (including with respect to the delivery of securities or the wire transfer of funds) sent by electronic transmission, the Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the party involved or is not in the form the party involved sent or intended to send (whether due to fraud, distortion or otherwise). Absent gross negligence or willful misconduct, the Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such instructions prior to receipt of subsequent instructions that conflict or are inconsistent with a subsequent written instruction. Parent or APSLP, as the case may be, agrees to assume all risks arising out of the use of such electronic transmission to submit instructions and directions to the Escrow Agent, including the risk of the Escrow Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

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13.13 In the event wire instructions are given other than as set forth herein, such instructions must be communicated to the Escrow Agent in a signed written notice. The Escrow Agent shall seek confirmation of such instructions by telephone call-back to the proper party’s representative set forth on Schedule I, and the Escrow Agent may rely upon the confirmations of anyone purporting to be such representative so designated. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Parent or APSLP to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Agreement acknowledge that such security procedure is commercially reasonable.

14. Entire Agreement. This Agreement and the Merger Agreement contain the entire agreement among the parties with respect to the transactions contemplated hereby and supersede all prior agreements, written or oral, with respect thereto. To the extent that any provision of this Agreement conflicts with or differs from any provision of the Merger Agreement, with respect to the obligations of Parent and APSLP, the Merger Agreement shall prevail and govern for all purposes and in all respects and, with respect to the obligations of the Escrow Agent, the provisions of this Agreement shall prevail and govern for all purposes and in all respects. Notwithstanding the foregoing, the duties and obligations of the Escrow Agent shall be limited to, and determined solely in accordance with, the provisions of this Agreement, and the Escrow Agent shall not be charged with knowledge of, or any duties or responsibilities in respect of, the Merger Agreement.

15. Amendment; Waiver. This Agreement may not be amended, altered or modified except by an instrument in writing signed by Parent, APSLP and the Escrow Agent. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. The failure by any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. Any waiver made by any party hereto in connection with this Agreement shall not be valid unless set forth in writing by such party.

16. GOVERNING LAW. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. The Escrow Agent shall not be deemed to be transacting a banking or trust businesses or otherwise doing business in the State of Delaware for any purpose whatsoever solely by virtue of the choice of Delaware law to govern the terms of this Agreement.

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17. Jurisdiction and Venue; Waiver of Jury Trial.

(a) EACH OF THE PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN DELAWARE (EACH, A “CHOSEN COURT”), IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION MAY BE HEARD AND DETERMINED IN ANY SUCH CHOSEN COURT AND AGREES NOT TO BRING ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN ANY ACTION MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 11. NOTHING IN THIS SECTION 17(a), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY AGREES THAT A FINAL, NON-APPEALABLE JUDGMENT IN ANY ACTION SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

18. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties (except the Escrow Agent).

19. Counterparts. This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic delivery shall be effective as delivery of a mutually executed counterpart to this Agreement.

20. Headings. The titles, captions and table of contents in this Agreement are for reference purposes only, and shall not in any way define, limit, extend or describe the scope of this Agreement or otherwise affect the meaning or interpretation of this Agreement.

21. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

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22. Escheat. The parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow Agent shall have no liability to Parent, APSLP, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Fund escheat by operation of law.

23. No Strict Construction. Each of the parties hereto acknowledges that this Agreement has been prepared jointly by the parties hereto, and shall not be strictly construed against any party.

24. Interpretation. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) the word “including” means “including, but not limited to”; and (iii) references to any Section shall refer to the applicable Section of this Agreement unless otherwise specified.

25. Dealings. The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may buy, sell, and deal in any of the securities of Parent and become pecuniarily interested in any transaction in which Parent or APSLP may be interested, and contract and lend money to Parent or APSLP and otherwise act as fully and freely as though it were not the Escrow Agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for Parent or APSLP or for any other entity.

26. USA PATRIOT Act. Prior to the Closing, Parent and APSLP shall provide to the Escrow Agent such information as the Escrow Agent may reasonably require to permit Escrow Agent to comply with its obligations under the federal USA PATRIOT Act (Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001). The Escrow Agent shall not credit any amount of the Escrow Fund or any interest or investment proceeds earned thereon, or make any payment of all or a portion of the Escrow Fund or any interest or investment proceeds earned thereon, to any person unless and until such person has provided to the Escrow Agent such documents as the Escrow Agent may require to permit the Escrow Agent to comply with its obligations under such Act. Further, each of the parties represents and warrants to the Escrow Agent that, as of the date hereof, it is not a hedge fund for purposes of the USA PATRIOT Act. If any of the parties is a hedge fund for purposes of the USA PATRIOT Act that is not sponsored by a registered investment advisor, such party agrees to enter into the form of due diligence Agreement provided by the Escrow Agent.

[Remainder of Page Intentionally Left Blank]

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

[Signature Page to Escrow Agreement]

Exhibit 6

FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT

THIS PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 5 (relating to dissolution and several liability)) and [            ] (“Holder”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Holder, GTCR and certain other current or former executives of the Company or its subsidiaries are limited partners of the Company;

WHEREAS, pursuant to that certain Senior Management Agreement, dated as of [            ] (the “Senior Management Agreement”), by and among the Company, Holder and the other parties thereto, Holder acquired [            ] Preferred Units of the Company (the “Preferred Units”);

WHEREAS, the Company and Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“APS Inc.”), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of January 11, 2012, with Universal American Corp., a Delaware corporation (“Parent”), and APS Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, pursuant to which Parent will acquire APS Inc. and the Company will receive certain Merger Consideration, as from time to time adjusted by certain purchase price adjustments, distributions from the Escrow Fund, an Earnout Amount, if any, and indemnification obligations of the parties to the Merger Agreement;

WHEREAS, as of the date hereof and effective as of the Redemption Closing (as defined below), the limited partnership agreement of the Company (as may be amended from time to time, the “Limited Partnership Agreement”) is being amended and restated to, among other things, provide for sole governance by the Company’s general partner;

WHEREAS, as of the date hereof, Holder has entered into that certain Common Unit Cancellation Agreement (the “Common Unit Cancellation Agreement”) with the Company in respect of the redemption and cancellation of all of the common units of the Company held by Holder for the consideration provided therein;

WHEREAS, as of the date hereof, Holder (in addition to certain other current executives of the Company or its subsidiaries) has entered into that certain Executive Award Agreement (the “Executive Award Agreement”) with the Company in respect of the right to receive additional Stock Merger Consideration and a separate right to receive a percentage of the Earnout Amount, if any;

WHEREAS, Holder desires to have the Company redeem and cancel all of the Preferred Units held by Holder (the “Redeemed Units”) in exchange for the Redemption Consideration (as defined below) and the Company desires to redeem from Holder and cancel the Redeemed Units in exchange for the Redemption Consideration.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Redemption of Holder’s Redeemed Units; Payments; Closing.

(a) Redemption. At the Redemption Closing (as defined below), subject to the terms and conditions set forth herein and in consideration of the Company entering into the Executive Award Agreement and providing Holder with the consideration thereunder and Holder’s right to receive payments of his pro rata portion of the Merger Consideration, as set forth below (the “Redemption Consideration”), the Company hereby redeems from Holder and Holder hereby transfers to the Company free and clear of any Encumbrances (as defined below), the Redeemed Units set forth in the recitals which shall automatically be cancelled (the “Redemption”) effective as of the Redemption Closing. Upon consummation of the Redemption, as part of the Redemption Consideration set forth above and on the terms set forth herein, Holder will have the right to receive [            ]% (Holder’s “Pro Rata Percentage”) of the Merger Consideration payable to the Company under the Merger Agreement, which shall be paid to Holder no later than three (3) Business Days following the date(s) of receipt of such type of Merger Consideration by the Company in accordance with the Merger Agreement, provided, however, that, with respect to the Initial Parent Shares less the Escrow Shares, with such number of Initial Parent Shares reduced by any Parent Shares delivered to Parent pursuant to Section 2.10 of the Merger Agreement, such Merger Consideration shall be payable to Holder no later than three (3) Business Days following the determination of the Final Purchase Price; provided further that, for purposes of calculating Holder’s Pro Rata Percentage with respect to any Earnout Amount(s) paid to the Company (only), such Earnout Amount(s) shall be reduced prior to calculation of Holder’s Pro Rata Percentage by the aggregate portion of the Earnout Amount, if any, paid by the Company pursuant to the Executive Award Agreements (including, for purposes of such reduction, any payments to Holder under an Executive Award Agreement, if any).

(b) Payments.

(i) Parent Shares. Holder acknowledges and agrees that in no event shall Holder offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Parent Shares direct or indirectly (a “transfer”) unless Holder has received certificates registering such Parent Shares in Holder’s name or, if such Parent Shares are in book-entry and have been recorded on Parent’s books in Holder’s name, on the date such Parent Shares are to be paid in accordance with Section 1(a); provided, that nothing in this Agreement will prohibit Holder from entering into hedging transactions that are settled solely in cash so long as such transactions do not violate the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder or Parent’s policies with respect to transactions in its securities that are applicable to Holder. Notwithstanding the foregoing, Holder acknowledges and agrees that the Company will require the cooperation of Parent to transfer to Holder any Parent Shares held by or issuable to the Company to which Holder is entitled pursuant to Section 1(a), which may include the cooperation of Parent to prepare and deliver, or cause to be prepared and delivered, to Parent’s transfer agent a customary legal opinion as reasonably requested by such transfer agent, and that the Company cannot cause, without such cooperation on the part of Parent and Parent’s transfer agent, the transfer of any Parent Shares to Holder. The Company shall use commercially reasonable efforts to cooperate with Parent in the event of any such transfer by preparing and delivering, or causing to be prepared or delivered, such customary documents or certificates reasonably requested by Parent or Parent’s transfer agent. Holder hereby covenants to use commercially reasonable efforts to cooperate with the Company, Parent and Parent’s transfer agent in the event of any such transfer by preparing and delivering, or causing to be prepared or delivered, such customary documents or certificates and shall make such customary representations and warranties as are reasonably requested by the Company, Parent or Parent’s transfer agent from time to time. The Company shall not be deemed in breach of this

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Agreement for failure to deliver any certificates evidencing Parent Shares so long as it is using commercially reasonable efforts to transfer such Parent Shares to Holder. Furthermore, with respect to any of Holder’s Pro Rata Percentage of Parent Shares for which the Company is not yet obligated to pay such Parent Shares to Holder in accordance with the terms of this Agreement, Holder shall agree to such hold-backs or lock-ups on such Parent Shares on substantially the same terms (and in the same proportions) as to which the Company may agree with respect to similarly situated Parent Shares (e.g., Holder will agree to any hold-back that the Company agrees to in connection with a release of Escrow Shares). Notwithstanding the foregoing, (i) neither the Company nor its general partner nor GTCR nor any other fund affiliated with GTCR shall exercise independent voting control over Holder’s Pro Rata Percentage of any Parent Shares, including for the avoidance of doubt, Holder’s Pro Rata Percentage of the Initial Parent Shares, the Escrow Shares or any additional Parent Shares paid to the Company pursuant to Section 8 of the Merger Agreement, (ii) to the extent the Company is the holder of record of any of Holder’s Pro Rata Percentage of Parent Shares at the time any such Parent Shares are eligible to be voted at a regular or special meeting of Parent’s stockholders, the Company shall vote Holder’s Pro Rata Percentage of Parent Shares only as directed by Holder, and (iii) during any period in which the Company is the record owner of any of Holder’s Pro Rata Percentage of Parent Shares, the Company will work in good faith with Holder so that Holder shall enjoy all economic benefits of ownership of Holder’s Pro Rata Percentage of Parent Shares, including by remitting to Holder any and all payments or rights (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of such Parent Shares as promptly as practicable after receipt thereof.

(ii) Cash. With respect to any cash payment to which Holder is entitled pursuant to Section 1(a), the Company shall pay to Holder, through a check made payable to Holder and sent by the Company or by wire transfer of immediately funds to an account designated by Holder, in each case within the time periods set forth above, an amount equal to such cash payment.

(c) Indemnification and Contribution Agreement. In connection herewith and as a condition to receipt of the Redemption Consideration hereunder, Holder is entering into the Indemnification and Contribution Agreement (the “Indemnification Agreement”), dated as of the date hereof, by and among the Company, GTCR and the other holders as of the date hereof of Preferred Units of the Company, pursuant to which Holder is agreeing to indemnify and contribute (or subject to setoff certain amounts due to Holder) to the Company and GTCR certain amounts in the event that the Company or GTCR is obligated to make any indemnification payments to Parent or any other Parent Indemnified Person pursuant to the Merger Agreement (including through the Limited Guaranty). Holder acknowledges that the Company would not be entering into this Agreement if Holder was not simultaneously entering into the Indemnification Agreement.

(d) Closing. The consummation of the Redemption (the “Redemption Closing”) shall take place automatically in connection with and simultaneously with the Closing under the Merger Agreement, and the Redemption is contingent and conditioned upon the consummation of the Closing. In the event that the Merger Agreement is terminated in accordance with the terms thereof prior to the Closing thereunder, the Redeemed Units shall not be cancelled and instead the redemption thereof shall be void ab initio and the Preferred Units shall remain outstanding subject to the terms of the Senior Management Agreement and the Limited Partnership Agreement.

(e) Partnership and Partnership Agreement. Holder hereby acknowledges and agrees that, effective as of the Redemption Closing, after consummation of the transactions contemplated by this Agreement and the Common Unit Cancellation Agreement and without limiting Holder’s right to receive payment of the Redemption Consideration on the terms set forth herein, he will no longer hold any equity

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or other interest in the Company, will cease to be a partner of the Company and (without limiting the generality of the foregoing) will not be entitled to receive any distributions from the Company pursuant to the Limited Partnership Agreement in respect of any of the Redeemed Units. The Company hereby acknowledges and agrees that, effective as of the Redemption Closing, after consummation of the transactions contemplated by this Agreement and the Common Unit Cancellation Agreement, Holder shall have no further obligations with respect to the Preferred Units under the Limited Partnership Agreement (as may be amended) or the Senior Management Agreement, including, without limitation, any obligation to contribute capital to the Company under any circumstances (it being understood nothing herein shall limit Holder’s obligations under the Indemnification Agreement).

(f) Registration. In connection with the transfer to Holder of Parent Shares pursuant to this Agreement, pursuant to Section 3.02 of that certain Registration Rights Agreement (as amended, the “Registration Rights Agreement”), dated as of the Closing Date, by and among Parent and the Company, (A) the Company hereby assigns to Holder the Company’s rights and obligations under the Registration Rights Agreement with respect to the Parent Shares so transferred to Holder so long as such Parent Shares remain “Registrable Securities” thereunder, (B) upon the Parent’s receipt from Holder of a completed and executed Joinder substantially in the form of Exhibit A hereto, Holder will be deemed to also be a “Holder” under the Registration Rights Agreement with respect to such Parent Shares, and (C) Holder hereby accepts the assignment of and assumes such rights and obligations; provided that, notwithstanding anything herein to the contrary, the Company’s demand registration rights under clause (y) of the first paragraph of Section 2.01(a) of the Registration Rights Agreement shall not be assigned to Holder.

Section 2. Representations and Warranties.

(a) Holder Representations. Holder represents and warrants to the Company as of the date hereof and as of (and immediately prior to) the Redemption Closing:

(i) Ownership. The Redeemed Units are owned of record and beneficially by Holder and Holder has good and marketable title to the Redeemed Units, free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (collectively, “Encumbrances”), except for such transfer restrictions as are required under the Securities Act and the restrictions set forth in the Limited Partnership Agreement and in the Senior Management Agreement. At the Redemption Closing, Holder will (and hereby does) deliver to the Company good and marketable title to the Redeemed Units, free and clear of any Encumbrances.

(ii) Legal Capacity. Holder has full legal capacity to enter into and perform his obligations set forth in this Agreement and in the Indemnification Agreement. Each of this Agreement and the Indemnification Agreement constitutes the valid and legally binding obligation of Holder, enforceable against Holder in accordance with its respective terms.

(iii) Conflicts. The execution, delivery and performance of this Agreement and the Indemnification Agreement by Holder does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Holder or the Redeemed Units are subject.

(iv) Investment Representations. Holder represents to the Company that (i) he will acquire any Parent Shares paid hereunder for his account for the purpose of investment and not with a view to the distribution or resale thereof, (ii) he has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of acquiring such Parent Shares, (iii) Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities

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Act and (iv) Holder is able to bear the economic risk of Holder’s investment in the Parent Shares for an indefinite period of time. Holder understands that the Parent Shares have not been registered under the Securities Act, or under any state securities law or blue sky law of any jurisdiction (“Blue Sky Law”) and, therefore, none of the Parent Shares can be sold, assigned, transferred, pledged or otherwise disposed of without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Holder shall not sell, assign, transfer, pledge or otherwise dispose of any Parent Shares (or any interest therein) without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Holder understands that any certificate evidencing the Parent Shares will bear a legend to the effect of the foregoing.

(b) Survival of Representations and Warranties; Indemnification. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, regardless of any investigation made by the Company or on its behalf. Each party hereby agrees to indemnify the other party and hold the other party harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the other party resulting from any breach of any representation, warranty, covenant or agreement made by the first party herein or in any instrument, agreement or document delivered to the other party pursuant hereto.

Section 3. Release of Claims. To the fullest extent permitted by any applicable law, effective as of the Redemption Closing, Holder, on behalf of himself and his heirs, executors, administrators, Affiliates (excluding, for the avoidance of doubt, the Company or any of its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges (the “Release”) the Company, its Subsidiaries (past and present), GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, each a limited partner of the Company, Partners Healthcare Solutions Holdings GP, LLC, a Delaware limited liability company and the Company’s general partner, GTCR Partners IX, L.P., a Delaware limited partnership, and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (collectively, the “GTCR Entities”) and their respective Affiliates, and each of their respective predecessors, successors and assigns, and all of their respective Subsidiaries, current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”) from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any of the Released Parties (“Claims”), which such Releasing Parties, or any of them, had, has or may have had against any of the Released Parties, including, without limitation, with respect to (a) the consummation of the transactions contemplated hereunder, (b) Holder’s ownership of any equity of the Company or any of its past or present Subsidiaries and (c) the consummation of the Merger and the transactions contemplated the Merger Agreement, but in each case expressly excluding (i) any rights of any Releasing Party pursuant to the terms of the Merger Agreement or any of the other agreements, instruments or documents entered into in connection therewith or pursuant to this Agreement, the Common Unit Cancellation Agreement, the Executive Award Agreement and any other agreement entered into in connection herewith or therewith, (ii) any rights of any Releasing Party who is or was a director, manager, officer, employee or agent of any past or present Subsidiary of the Company to be indemnified by such Subsidiary as a result of serving as a director, manager, officer, employee or agent of such Subsidiary prior to the Effective Time, including but not limited to any rights available to such Releasing Party for indemnification, reimbursement or advancement of expenses or insurance recoveries

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under such Subsidiary’s certificate of incorporation, by-laws or comparable governing documents, any agreement between such Releasing Party and such Subsidiary or any directors’ and officers’ insurance policy and (iii) in the case of any Releasing Parties who are employees of any Subsidiary of the Company, for their respective compensation and benefits earned and any rights under any employment agreements with any such Subsidiaries (such released Claims, subject to such exclusions, the “Released Claims”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of such Released Claims.

Holder agrees that Holder has read Section 1542 of the Civil Code of the State of California which provides as follows:

Holder understands that Section 1542 gives Holder the right not to release existing claims of which Holder was not aware, unless Holder chooses to waive this right. Having been so apprised, Holder hereby voluntarily elects to and does waive the rights described in Section 1542 (including under any comparable laws of any other jurisdiction). Holder represents that Holder is not aware of any such claim against the Company or and of its Affiliates, other than claims released hereby and any reserved rights expressly set forth in the proviso above.

Holder acknowledges that the consideration payable to the undersigned pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release.

Effective as of the Redemption Closing, Holder hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any Released Claim or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party, based upon any Released Claim or to seek to recover any amounts in connection therewith or thereunder from and after the Redemption Closing. Any Released Party may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue.

Section 4. Proprietary Information.

(a) Obligation to Maintain Confidentiality. Holder acknowledges that the continued success of the GTCR Entities, the Company, and their respective Affiliates (as defined below) depends upon the use and protection of Proprietary Information (as defined below). Holder further acknowledges that the Proprietary Information obtained by Holder during the course of Holder’s ownership of equity of the Company (including, for all purposes herein, prior to the date hereof) and employment with any of the Company’s past and present Subsidiaries (including any of their predecessors prior to being acquired by the Company) concerning the business or affairs of the GTCR Entities, the Company or their respective Affiliates is the property of the GTCR Entities, the Company or their Affiliates, including information concerning acquisition opportunities in or reasonably related to the GTCR Entities, the Company’s or its Affiliates’ business or industry. Therefore, Holder agrees that Holder will not disclose to any unauthorized person or use for Holder’s own account any Proprietary Information of any of the GTCR Entities, the Company or their Affiliates, whether or not such information is developed by Holder, without GTCR’s, the Company’s or such Affiliate’s, as applicable, written consent, unless and to the extent that the

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Proprietary Information (i) becomes generally known to the public other than as a result of Holder’s acts or omissions to act in breach of this Section 4 or any other confidentiality obligation applicable to Holder, or (ii) is required to be disclosed pursuant to any applicable law, court order, administrative order or similar legal obligation. Holder shall take reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the business, historical or projected financial results, products, services or research or development of the GTCR Entities, the Company, their Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations. Proprietary Information may include, but is not limited to, the following (in each case, with respect to the GTCR Entities, the Company and/or their Affiliates): (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about the GTCR Entities, the Company’s or their Affiliates’ employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations and their confidential information; (iii) trade secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including operating systems, applications and program listings; (v) inventions, innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or related information (whether or not patentable and whether or not reduced to practice); (vi) copyrightable works; (vii) intellectual property of every kind and description; and (viii) all similar and related information in whatever form.

(b) Third Party Information. Holder understands that the GTCR Entities, the Company and their Affiliates have received and will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the GTCR Entities’, the Company’s and their Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Without in any way limiting the provisions of Section 4(a), Holder will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the GTCR Entities, the Company and their Affiliates who need to know such information in connection with their work for the GTCR Entities, the Company or their Affiliates) or use, except in connection with Holder’s work for the Company or its respective Affiliates, Third Party Information unless expressly authorized by the Company in writing

(c) Affiliates. For purposes of this Section 4, the term “Affiliate” means, with respect to any entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the entity in question, but shall exclude any direct or indirect subsidiary of the Company that is acquired by Parent in the Merger. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

Section 5. Dissolution; Several Liability. Upon the dissolution, liquidation or winding up of the affairs of the Company prior to the Company’s satisfaction of all its obligations hereunder, Fund IX/A, Fund IX/B and Co-Invest III hereby acknowledge and agree to assume, and be liable for, all obligations of the Company yet to be performed hereunder, on a pro rata basis based upon such entities’ ownership interests in the Company immediately prior to such dissolution, liquidation or winding up.

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Section 6. Miscellaneous.

(a) Amendments and Waivers. No modification, amendment or waiver of any provision hereof shall be effective against the parties hereto unless such modification, amendment or waiver is approved in writing by the Company and Holder. The failure of any party to enforce any provision of this Agreement or under any agreement contemplated hereby shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement and any agreement referred to herein in accordance with their terms.

(b) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior consent of the Company. This Agreement and the rights and obligations hereunder may be assigned in whole or in part to any limited partners of the Company in connection with any distribution of assets of the Company or upon dissolution thereof.

(c) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

(d) Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, demands, consents and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when received at the applicable facsimile number set forth below when sent by facsimile, (iii) one day after deposit with Federal Express or similar overnight courier service or (iv) three days after being mailed by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below (or, in each case, to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party):

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Notices to the Company:

c/o GTCR Golder Rauner II, L.L.C.

300 North LaSalle Street

Suite 5600

Chicago, IL 60654

Telecopy: (312) 382-2201

Attention: David S. Katz

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Telecopy: (312) 862-2200

Attention: Margaret A. Gibson, P.C.

                  Brian C. Van Klompenberg, P.C.

If to Holder:

[            ]

[            ]

[            ]

Telecopy: [            ]

(g) Counterparts; Facsimile and PDF Transmission. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Delivery of executed signature pages hereof by facsimile transmission, telecopy or electronic transmission in portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

(h) Further Assurances. In case at any time after the Redemption Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, Holder and the Company will take such further action (including the execution and delivery of such further instruments and documents consistent herewith) as may be reasonably necessary to effectuate the provisions hereof.

(i) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have caused this Preferred Unit Redemption and Cancellation Agreement to be executed as of the date first written above.

FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT

THIS PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and between Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), and [            ] (“Holder”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Holder, certain funds affiliated with GTCR Golder Rauner, LLC (collectively, “GTCR”) and certain other current or former executives of the Company or its subsidiaries are limited partners of the Company;

WHEREAS, pursuant to that certain Senior Management Agreement, dated as of [            ] (the “Senior Management Agreement”), by and among the Company, Holder and the other parties thereto, Holder acquired [            ] Preferred Units of the Company (the “Preferred Units”);

WHEREAS, the Company and Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“APS Inc.”), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of January 11, 2012, with Universal American Corp., a Delaware corporation (“Parent”), and APS Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, pursuant to which Parent will acquire APS Inc. and the Company will receive certain Merger Consideration, as from time to time adjusted by certain purchase price adjustments, an Earnout Amount, if any, and indemnification obligations of the parties to the Merger Agreement;

WHEREAS, as of the date hereof and effective as of the Redemption Closing (as defined below), the limited partnership agreement of the Company (the “Limited Partnership Agreement”) is being amended and restated to, among other things, provide for sole governance by the Company’s general partner;

WHEREAS, as of the date hereof, Holder has entered into that certain Common Unit Cancellation Agreement (the “Common Unit Cancellation Agreement”) with the Company in respect of the redemption and cancellation of all of the common units of the Company held by Holder for the consideration provided therein;

WHEREAS, Holder desires to have the Company redeem and cancel all of the Preferred Units held by Holder (the “Redeemed Units”) in exchange for the Redemption Consideration (as defined below) and the Company desires to redeem from Holder and cancel the Redeemed Units in exchange for the Redemption Consideration.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Redemption of Holder’s Redeemed Units; Payments; Closing.

(a) Redemption. At the Redemption Closing (as defined below), subject to the terms and conditions set forth herein and in consideration of Holder’s right to receive payments of his pro rata portion of the Merger Consideration, as set forth below (the “Redemption Consideration”), the Company hereby redeems from Holder and Holder hereby transfers to the Company free and clear of any Encumbrances (as defined below), the Redeemed Units set forth in the recitals which shall automatically

be cancelled (the “Redemption”) effective as of the Redemption Closing. Upon consummation of the Redemption, as part of the Redemption Consideration set forth above and on the terms set forth herein, Holder will have the right to receive [            ]% (Holder’s “Pro Rata Percentage”) of the Merger Consideration payable to the Company (subject to the adjustments described herein), which consists of Holder’s Pro Rata Percentage of:

(i) the Initial Parent Shares less the Escrow Shares, with such number of Initial Parent Shares reduced by any Parent Shares delivered to Parent pursuant to Section 2.10 of the Merger Agreement, payable to Holder no later than ten Business Days following the determination of the Final Purchase Price;

(ii) cash paid, if any, to the Company pursuant to Section 2.10(d) of the Merger Agreement; payable to Holder no later than ten Business Days following the determination of the Final Purchase Price;

(iii) Cash Merger Consideration, if any, paid to the Company at Closing, payable to Holder no later than ten Business Days following the Closing;

(iv) any Escrow Funds (which may be in the form of Parent Shares or cash), if and when released to the Company, payable to Holder no later than ten Business Days following receipt by the Company of such Escrow Funds;

(v) the Earnout Amount, if any, paid to the Company, less the aggregate percentage of the Earnout Amount, if any, paid by the Company to certain executives, less any amount set off under the Indemnification and Contribution Agreement, payable to Holder no later than ten Business Days following the later of (A) the receipt by the Company of such Earnout Amount and (B) the final payment of such aggregate percentage amount of the Earnout Amount payable to certain Executives, if any; and

(vi) indemnification payments, if any, in the form of additional Parent Shares or additional Cash Merger Consideration paid to the Company pursuant to Section 8 of the Merger Agreement, payable to Holder no later than ten Business Days following receipt by the Company of such indemnification payments.

(b) Payments.

(i) Parent Shares. Executive acknowledges and agrees that in no event shall Executive offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Parent Shares direct or indirectly (a “transfer”) unless Executive has received certificates registering such Parent Shares in Executive’s name. Notwithstanding the foregoing, Holder acknowledges and agrees that the Company will require the cooperation of Parent to transfer to Holder any Parent Shares held by or issuable to the Company to which Holder is entitled pursuant to Section 1(a), which may include the cooperation of Parent to prepare and deliver, or cause to be prepared and delivered, to Parent’s transfer agent a customary legal opinion as reasonably requested by such transfer agent, and that the Company cannot cause, without such cooperation on the part of Parent and Parent’s transfer agent, the transfer of any Parent Shares to Holder. The Company shall use commercially reasonable efforts to cooperate with Parent in the event of any such transfer by preparing and delivering, or causing to be prepared or delivered, such customary documents or certificates reasonably requested by Parent or Parent’s transfer agent. Holder hereby covenants to use commercially reasonable efforts to cooperate with the Company, Parent and Parent’s transfer agent in the event of any such transfer by preparing and delivering, or causing to be prepared or delivered, such customary documents or certificates

and shall make such customary representations and warranties and agree to such customary lock-ups or hold-backs on substantially the same terms as to which the Company may be subject as are reasonably requested by the Company, Parent or Parent’s transfer agent from time to time. The Company shall not be deemed in breach of this Agreement for failure to deliver any certificates evidencing Parent Shares so long as it is using commercially reasonable efforts to transfer such Parent Shares to Holder. Notwithstanding the foregoing, neither the Company nor its general partner nor any other fund affiliated with GTCR shall exercise independent voting control over Holder’s Pro Rata Percentage of any Parent Shares, including for the avoidance of doubt, Holders’ Pro Rata Percentage of the Initial Parent Shares, the Escrow Shares or any additional Parent Shares paid to the Company pursuant to Section 8 of the Merger Agreement. To the extent the Company is the holder of record of any such Parent Shares at the time such Parent Shares may be voted at a regular or special meeting of Parent’s stockholders, the Company shall vote Holders’ Pro Rata Percentage of Parent Shares only as directed by Holder.

(ii) Cash. With respect to any cash payment to which Holder is entitled pursuant to Section 1(a), the Company shall pay to Holder, through a check made payable to Holder and sent by the Company or by wire transfer of immediately funds to an account designated by Holder, in each case within the time periods set forth above, an amount equal to such cash payment, in each case less any applicable withholding taxes.

(c) Indemnification and Contribution Agreement. In connection herewith and as a condition to receipt of the Redemption Consideration hereunder, Holder is entering into an Indemnification and Contribution Agreement (the “Indemnification Agreement”), dated as of the date hereof, by and among the Company, GTCR and the other holders as of the date hereof of Preferred Units of the Company, pursuant to which Holder is agreeing to indemnify and contribute (or subject to setoff certain amounts due to Holder) to the Company and GTCR certain amounts in the event that the Company or GTCR is obligated to make any indemnification payments to Parent or any other Parent Indemnified Person pursuant to the Merger Agreement (including through the Limited Guaranty). Holder acknowledges that the Company would not be entering into this Agreement if Holder was not simultaneously entering into the Indemnification Agreement.

(d) Closing. The consummation of the Redemption (the “Redemption Closing”) shall take place automatically in connection with and simultaneously with the Closing under the Merger Agreement, and the Redemption is contingent and conditioned upon the consummation of the Closing. In the event that the Merger Agreement is terminated in accordance with the terms thereof prior to the Closing thereunder, the Redeemed Units shall not be cancelled and instead the redemption thereof shall be void ab initio and the Preferred Units shall remain outstanding subject to the terms of the Senior Management Agreement and the Limited Partnership Agreement.

(e) Partnership and Partnership Agreement. Holder hereby acknowledges and agrees that, effective as of the Redemption Closing, after consummation of the transactions contemplated by this Agreement and the Common Unit Cancellation Agreement and without limiting Holder’s right to receive payment of the Redemption Consideration on the terms set forth herein, he will no longer hold any equity or other interest in the Company, will cease to be a partner of the Company and (without limiting the generality of the foregoing) will not be entitled to receive any distributions from the Company pursuant to the Limited Partnership Agreement in respect of any of the Redeemed Units.

Section 2. Representations and Warranties of Holder. Holder hereby represents and warrants to the Company as of the date hereof and as of (and immediately prior to) the Redemption Closing:

(a) Ownership. The Redeemed Units are owned of record and beneficially by Holder and Holder has good and marketable title to the Redeemed Units, free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (collectively, “Encumbrances”), except for such transfer restrictions as are required under the Securities Act of 1933, as amended (the “Securities Act”) and the restrictions set forth in the Limited Partnership Agreement and in the Senior Management Agreement. At the Redemption Closing, Holder will (and hereby does) deliver to the Company good and marketable title to the Redeemed Units, free and clear of any Encumbrances.

(b) Legal Capacity. Holder has full legal capacity to enter into and perform his obligations set forth in this Agreement and in the Indemnification Agreement. Each of this Agreement and the Indemnification Agreement constitutes the valid and legally binding obligation of Holder, enforceable against Holder in accordance with its respective terms.

(c) Conflicts. The execution, delivery and performance of this Agreement and the Indemnification Agreement by Holder does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Holder or the Redeemed Units are subject.

(d) Investment Representations. Holder represents to the Company that (i) he will acquire any Parent Shares paid hereunder for his account for the purpose of investment and not with a view to the distribution or resale thereof, (ii) he has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of acquiring such Parent Shares, (iii) Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act and (iv) Holder is able to bear the economic risk of Holder’s investment in the Parent Shares for an indefinite period of time. Holder understands that the Parent Shares have not been registered under the Securities Act, or under any state securities law or blue sky law of any jurisdiction (“Blue Sky Law”) and, therefore, none of the Parent Shares can be sold, assigned, transferred, pledged or otherwise disposed of without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Holder shall not sell, assign, transfer, pledge or otherwise dispose of any Parent Shares (or any interest therein) without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Holder understands that any certificate evidencing the Parent Shares will bear a legend to the effect of the foregoing.

(e) Survival of Representations and Warranties; Indemnification. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, regardless of any investigation made by the Company or on its behalf. Holder hereby agrees to indemnify the Company and hold the Company harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the Company resulting from any breach of any representation, warranty, covenant or agreement made by Holder herein or in any instrument, agreement or document delivered to the Company pursuant hereto.

Section 3. Release of Claims. To the fullest extent permitted by any applicable law, effective as of the Redemption Closing, Holder, on behalf of himself and his heirs, executors, administrators, Affiliates (excluding, for the avoidance of doubt, the Company or any of its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges (the “Release”) the Company, its Subsidiaries (past and present), GTCR Fund IX/A, L.P., a Delaware limited

partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, each a limited partner of the Company, Partners Healthcare Solutions Holdings GP, LLC, a Delaware limited liability company and the Company’s general partner, GTCR Partners IX, L.P., a Delaware limited partnership, and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (collectively, the “GTCR Entities”) and their respective Affiliates, and each of their respective predecessors, successors and assigns, and all of their respective Subsidiaries, current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”) from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any of the Released Parties (“Claims”), which such Releasing Parties, or any of them, had, has or may have had against any of the Released Parties, including, without limitation, with respect to (a) the consummation of the transactions contemplated hereunder, (b) Holder’s ownership of any equity of the Company or any of its past or present Subsidiaries and (c) the consummation of the Merger and the transactions contemplated the Merger Agreement, but in each case expressly excluding (i) any rights of any Releasing Party pursuant to the terms of the Merger Agreement or any of the other agreements, instruments or documents entered into in connection therewith or pursuant to this Agreement, the Common Unit Cancellation Agreement and any other agreement entered into in connection herewith or therewith, (ii) any rights of any Releasing Party who is or was a director, manager, officer, employee or agent of any past or present Subsidiary of the Company to be indemnified by such Subsidiary as a result of serving as a director, manager, officer, employee or agent of such Subsidiary prior to the Effective Time, including but not limited to any rights available to such Releasing Party for indemnification, reimbursement or advancement of expenses or insurance recoveries under such Subsidiary’s certificate of incorporation, by-laws or comparable governing documents, any agreement between such Releasing Party and such Subsidiary or any directors’ and officers’ insurance policy and (iii) in the case of any Releasing Parties who are employees of any Subsidiary of the Company, for their respective compensation and benefits earned and any rights under any employment agreements with any such Subsidiaries (such released Claims, subject to such exclusions, the “Released Claims”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of such Released Claims.

Holder agrees that Holder has read Section 1542 of the Civil Code of the State of California which provides as follows:

Holder understands that Section 1542 gives Holder the right not to release existing claims of which Holder was not aware, unless Holder chooses to waive this right. Having been so apprised, Holder hereby voluntarily elects to and does waive the rights described in Section 1542 (including under any comparable laws of any other jurisdiction). Holder represents that Holder is not aware of any such claim against the Company or and of its Affiliates, other than claims released hereby and any reserved rights expressly set forth in the proviso above.

Holder acknowledges that the consideration payable to the undersigned pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release.

Effective as of the Redemption Closing, Holder hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any Released Claim or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party, based upon any Released Claim or to seek to recover any amounts in connection therewith or thereunder from and after the Redemption Closing. Any Released Party may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue.

Section 4. Proprietary Information.

(a) Obligation to Maintain Confidentiality. Holder acknowledges that the continued success of the GTCR Entities, the Company, and their respective Affiliates depends upon the use and protection of Proprietary Information. Holder further acknowledges that the Proprietary Information obtained by Holder during the course of Holder’s employment and ownership of equity of the Company (including, for all purposes herein, prior to the date hereof) with any of the Company’s past and present Subsidiaries (including any of their predecessors prior to being acquired by the Company) concerning the business or affairs of the GTCR Entities, the Company, its Subsidiaries or their respective Affiliates (including their predecessors prior to being acquired by the Company) is the property of the GTCR Entities, the Company or such Subsidiaries or Affiliates, including information concerning acquisition opportunities in or reasonably related to the GTCR Entities, the Company’s or its Subsidiaries’ business or industry. Therefore, Holder agrees that he will not disclose to any unauthorized person or use for Holder’s own account any Proprietary Information, whether or not such information is developed by Holder, without GTCR’s, the Company’s or such Subsidiary’s, as applicable, written consent, unless and to the extent that the Proprietary Information (i) becomes generally known to the public other than as a result of Holder’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Holder shall take reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the business, historical or projected financial results, products, services or research or development of the GTCR Entities, the Company or its past or present Subsidiaries or Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations. Proprietary Information may include, but is not limited to, the following: (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, health care programs designed for clients and patients, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about, the GTCR Entities, the Company’s, or its respective Subsidiaries’ or Affiliates’ employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations and their confidential information, including, without limitation, patient records, medical histories and other information concerning patients (including, without limitation, all “Protected Health Information” within the meaning of the Health Insurance Portability and Accountability Act); (iii) Trade Secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including operating systems, applications and program listings; (v) inventions, innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or related information (whether or not patentable and whether or not reduced to practice); (vi) copyrightable works; (vii) intellectual property of every kind and description; and (viii) all similar and related information in whatever form.

(b) Ownership of Property. Holder acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s or any of its past or present Subsidiaries’ or Affiliates’ (including their predecessors prior to being acquired by the Company) actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Holder (either solely or jointly with others) while employed by the Company or any of its respective Subsidiaries or Affiliates (or their predecessors prior to being acquired by the Company), including any of the foregoing that constitutes any proprietary information or records (“Work Product”), belong to the Company or such Subsidiary or Affiliate, as the case may be, and Holder hereby assigns, and agrees to assign, all of the above Work Product to the Company or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Holder in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Holder hereby assigns and agrees to assign to the Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Holder shall perform all actions reasonably requested the Company, such Subsidiary or such Affiliate, at the Company’s, such Subsidiary’s or such Affiliate’s sole expense, to establish and confirm the Company’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments) in Work Product and copyrightable work identified by the Company, such Subsidiary or such Affiliate.

(c) Third Party Information. Holder understands that the GTCR Entities, the Company and its respective Subsidiaries and Affiliates have received and will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the GTCR Entities’, the Company’s and its respective Subsidiaries’ or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Without in any way limiting the provisions of Section 4(a), Holder will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the GTCR Entities, the Company and its Subsidiaries and Affiliates who need to know such information in connection with their work for the GTCR Entities, the Company or its respective Subsidiaries and Affiliates or use, except in connection with his work for the Company or its respective Subsidiaries and Affiliates, Third Party Information unless expressly authorized by the Company in writing.

Section 5. Miscellaneous.

(a) Amendments and Waivers. No modification, amendment or waiver of any provision hereof shall be effective against the parties hereto unless such modification, amendment or waiver is approved in writing by the Company and Holder. The failure of any party to enforce any provision of this Agreement or under any agreement contemplated hereby shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement and any agreement referred to herein in accordance with their terms.

(b) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior consent of the Company. This Agreement and the rights and obligations hereunder may be assigned in whole or in part to any limited partners of the Company in connection with any distribution of assets of the Company or upon dissolution thereof.

(c) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

(d) Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, demands, consents and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when received at the applicable facsimile number set forth below when sent by facsimile, (iii) one day after deposit with Federal Express or similar overnight courier service or (iv) three days after being mailed by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below (or, in each case, to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party):

Notices to the Company:

c/o GTCR Golder Rauner II, L.L.C.

300 North LaSalle Street

Suite 5600

Chicago, IL 60654

Telecopy: (312) 382-2201

Attention: David S. Katz

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Telecopy: (312) 862-2200

Attention: Margaret A. Gibson, P.C.

                  Brian C. Van Klompenberg, P.C.

If to Holder:

[            ]

[            ]

[            ]

Telecopy:                                 

(g) Counterparts; Facsimile and PDF Transmission. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Delivery of executed signature pages hereof by facsimile transmission, telecopy or electronic transmission in portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

(h) Further Assurances. In case at any time after the Redemption Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, Holder will take such further action (including the execution and delivery of such further instruments and documents) as the Company may reasonably request.

(i) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

*    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have caused this Preferred Unit Redemption and Cancellation Agreement to be executed as of the date first written above.

Exhibit 7

FORM OF EXECUTIVE AWARD AGREEMENT

THIS EXECUTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 7 (“Dissolution; Several Liability”)) and [            ] (“Executive”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Executive, GTCR and certain other current or former executives of the Company or its subsidiaries are limited partners of the Company;

WHEREAS, the Company and Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“APS Inc.”), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of January 11, 2012, with Universal American Corp., a Delaware corporation (“Parent”), and APS Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, pursuant to which Parent will acquire APS Inc. and the Company will receive certain Merger Consideration, as from time to time adjusted by certain purchase price adjustments, an Earnout Amount, if any, and indemnification obligations of the parties to the Merger Agreement;

WHEREAS, as of the date hereof and effective as of the Awards Closing (as defined below), the limited partnership agreement of the Company (the “Limited Partnership Agreement”) is being amended and restated to, among other things, provide for sole governance by the Company’s general partner;

WHEREAS, as of the date hereof, Executive has entered into that certain Common Unit Cancellation Agreement (the “Common Unit Cancellation Agreement”) with the Company in respect of the redemption and cancellation of all of the common units of the Company held by Executive for the consideration provided therein;

WHEREAS, as of the date hereof, Executive has entered into that certain Preferred Unit Redemption Agreement (the “Preferred Unit Redemption Agreement”) with the Company in respect of the redemption of each of the preferred units of the Company held by Executive for the consideration provided for therein;

WHEREAS, as of the date hereof, certain other current executives of the Company or its subsidiaries have entered into an Executive Award Agreement with the Company of similar form to this Agreement (the “Executive Award Agreements”);

WHEREAS, as of the date hereof and as a condition to the Company entering into this Agreement, Executive has entered into that certain Indemnification and Contribution Agreement (the “Indemnification and Contribution Agreement”) with the Company and GTCR pursuant to which Executive is agreeing to indemnify and contribute to the Company or GTCR his or her ratable share of any amounts the Company or (through the Limited Guaranty) GTCR pays to a Parent Indemnified Person under or in respect of Article 8 of the Merger Agreement (“Indemnification Obligations”); and

WHEREAS, the Company desires to award to Executive a certain dollar-denominated number of Stock Merger Consideration shares and a special participation right in a percentage of the

Earnout Amount, if any, that Executive would not otherwise be entitled to, and Executive desires to accept such dollar-denominated number of Stock Merger Consideration shares and the special participation right in a percentage of the Earnout Amount, if any, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Stock Merger Consideration.

(a) Award of Parent Shares.

(i) Subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement, Executive entering into and consummating the transactions contemplated by the Preferred Unit Redemption Agreement and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company the number of Parent Shares (the “Awarded Parent Shares”) equal to the quotient obtained by dividing $[            ] by the Fair Market Value of each Parent Share determined as of the Closing in accordance with the Merger Agreement (the “Stock Merger Consideration Award”), payable to Executive no later than three Business Days following the Closing.

(ii) Each of the Company and Executive acknowledge and agree that such Awarded Parent Shares shall reduce the Stock Merger Consideration allocable by the Company to GTCR in respect of the preferred units of the Company held by GTCR, but shall not reduce any Stock Merger Consideration allocable to Executive under Executive’s Preferred Unit Redemption Agreement.

(iii) Executive acknowledges and agrees that in no event shall Executive offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Awarded Parent Shares direct or indirectly (a “transfer”) unless such Awarded Parent Shares have both become vested pursuant to Section 1(b) and Executive has received certificates registering such vested Awarded Parent Shares in Executive’s name; provided, that nothing in this Agreement will prohibit Executive from entering into hedging transactions that are settled solely in cash so long as such transactions do not violate the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder or Parent’s policies with respect to transactions in its securities that are applicable to Executive. Notwithstanding the foregoing, (i) neither the Company nor its general partner nor GTCR nor any other fund affiliated with GTCR shall exercise independent voting control over the Awarded Parent Shares, whether vested or unvested, (ii) to the extent the Company is the holder of record of any Awarded Parent Shares at the time any such Awarded Parent Shares are eligible to be voted at a regular or special meeting of Parent’s stockholders, the Company shall vote such Awarded Parent Shares only as directed by Executive, and (iii) during any period in which the Company is the record owner of any Awarded Parent Shares to which an Executive remains entitled, the Company will work in good faith with Executive so that Executive shall enjoy all economic benefits of ownership of such Awarded Parent Shares, including by remitting to Executive any and all payments or rights (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of such Awarded Parent Shares as promptly as practicable after receipt thereof; provided that, notwithstanding clause (iii) or anything herein to the contrary, Executive and the Company will cooperate in good faith so that all economic benefits of ownership (including, without limitation, rights to dividends, distributions, merger consideration, poison pill

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purchase rights, spin-off securities and similar rights) in respect of any Unvested Parent Shares (whether the Company or Executive is the record owner) that still may vest shall be held by the Company together with such Unvested Parent Shares and either (I) when and to the extent such Unvested Parent Shares vest shall be remitted to Executive together with such Awarded Parent Shares or (II) when and to the extent such Unvested Parent Shares are forfeited in accordance with Section 1(b)(vi) shall be forfeited by Executive and transferred to the Company.

(iv) Each of the Company and Executive acknowledges and agrees that any Parent Shares awarded pursuant to any Executive Award Agreement that are not paid to or that are forfeited by the executive party thereto for any reason shall be transferred to the Company (for allocation to GTCR), unless such Parent Shares are awarded to another executive under one or more of the Executive Award Agreements, as directed by GTCR in consultation with Executive.

(v) In connection with the transfer to Executive of the Awarded Parent Shares pursuant to this Agreement, pursuant to Section 3.02 of that certain Registration Rights Agreement (as amended, the “Registration Rights Agreement”), dated as of the Closing Date, by and among Parent and the Company, (A) the Company hereby assigns to Executive the Company’s rights and obligations under the Registration Rights Agreement with respect to the Awarded Parent Shares so transferred so long as such Awarded Parent Shares remain “Registrable Securities” thereunder, (B) upon the Parent’s receipt from Executive of a completed and executed Joinder substantially in the form of Exhibit A hereto, Executive will be deemed to also be a “Holder” under the Registration Rights Agreement with respect to such Awarded Parent Shares, and (C) Executive hereby accepts the assignment of and assumes such rights and obligations; provided that, notwithstanding anything herein to the contrary, the Company’s demand registration rights under clause (y) of the first paragraph of Section 2.01(a) of the Registration Rights Agreement shall not be assigned to Executive.

(vi) Executive acknowledges and agrees that any Awarded Parent Shares shall be treated as Schedule K-1 guaranteed payments by the Company in respect of services provided by Executive to the Company. Upon the Company’s reasonable request, Executive will cooperate with the Company to provide reasonable documentation establishing that any taxes arising with respect to such Schedule K-1 guaranteed payments were satisfied by the Executive.

(b) Vesting. The Awarded Parent Shares shall be fully vested upon issuance at the Awards Closing.

Section 2. Earnout Amount.

(a) Award of Percentage of Earnout Amount.

(i) At the Awards Closing, subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement, Executive entering into and consummating the transactions contemplated by the Preferred Unit Redemption Agreement and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company an amount in cash equal to the product of (a) [            ]% and (b) the Earnout Amount, if any, payable by Parent to the Company pursuant to Section 2.13 of the Merger Agreement (the “Earnout Award” and together with the Stock Merger Consideration Award, the “Awards”). The Earnout Award shall be calculated prior to reduction of the Earnout Amount in respect of any Earnout Awards under any Executive Award Agreements.

(ii) Executive hereby acknowledges and agrees that his or her Earnout Award is subject to the set off rights under the Indemnification and Contribution Agreement.

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(iii) Each of the Company and Executive acknowledges and agrees that any Earnout Award paid to Executive pursuant to this Section 2(a) or to any other executive pursuant to any similar Executive Award Agreement reduces the Earnout Amount available for and allocable to Executive under Executive’s Preferred Unit Redemption Agreement.

(b) Employment Condition. The Earnout Award is conditioned on Executive remaining continuously employed with Parent or any of its subsidiaries from the date hereof through January 1, 2014. In the event that Executive ceases to be employed by Parent and its subsidiaries before January 1, 2014, Executive automatically will forfeit all right to receive the Earnout Award to the extent not paid to the Company on or prior to the date of such termination. Upon request from the Company, Executive promptly shall certify and provide reasonable supporting documentation to the Company regarding his or her current employment status with Parent and its subsidiaries. The Company shall not be in breach for failing to pay any Earnout Award during any period during which Executive has failed to provide any such requested certification and reasonable supporting documentation.

(c) Payment.

(i) Any payment of any Earnout Award shall be made promptly (but in no event later than ten Business Days) following the receipt by the Company of the Earnout Amount, if any, from Parent pursuant to Section 2.13 of the Merger Agreement, through a check made payable to Holder and sent by the Company or by wire transfer of immediately funds to an account designated by Holder, in an amount equal to Earnout Award. Notwithstanding the foregoing, the Earnout Award will be payable no later than March 15, 2015, to the extent any portion of the Earnout Amount is due to the Company but not yet received (in an amount reasonably estimated by the Company, in the event the Earnout Amount is disputed).

(ii) The payment of the Earnout Award is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Company may consult with Executive regarding, and the parties may agree to make, any changes to this Agreement they determine are necessary to comply with the provisions of Code Section 409A and any final, proposed, or temporary regulations or any other authoritative guidance issued thereunder. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that the parties make no statement with respect to circumstances in which the Company is in breach of its payment obligations.

(iii) Executive acknowledges and agrees that the payment of any Earnout Award shall be treated as Schedule K-1 guaranteed payments by the Company in respect of services provided by Executive to the Company. Upon the Company’s reasonable request, Executive will cooperate with the Company to provide reasonable documentation establishing that any taxes arising with respect to such Schedule K-1 guaranteed payments were satisfied by the Executive.

Section 3. Closing.

(a) Subject to satisfaction of the conditions specified in Section 3(b), the consummation of the Awards (the “Awards Closing”) shall take place automatically in connection with and simultaneously with the Closing under the Merger Agreement, and each of the Stock Merger Consideration Award and the Earnout Award is contingent and conditioned upon the consummation of the Closing. In the event that the Merger Agreement is terminated in accordance with the terms thereof prior to the Closing thereunder, neither of the Awards will be provided to Executive and this Agreement shall terminate and be void ab initio.

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(b) The Awards Closing and Executive’s right to receive the Awards are conditioned on Executive remaining continuously employed with the Company or one of its subsidiaries from the date hereof through the Closing. In the event that Executive ceases to be employed by the Company and its subsidiaries before the Closing, Executive automatically will forfeit all right to receive the Awards and this Agreement shall terminate and be void ab initio. In addition, the Awards Closing and Executive’s right to receive the Awards are conditioned upon approval thereof by the stockholders of APS Inc. (through a special meeting or written consent) that meets the requirements of Section 280G(b)(5)(A)(ii) of the Code.

Section 4. Representations. Executive represents and warrants to the Company as of the date hereof and as of the Awards Closing:

(a) Legal Capacity. Executive has full legal capacity to enter into and perform his or her obligations set forth in this Agreement. This Agreement constitutes the valid and legally binding obligation of Executive, enforceable against Executive in accordance with its terms.

(b) Conflicts. The execution, delivery and performance of this Agreement by Executive does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Executive is subject.

(c) Investment Representations. Executive represents to the Company that (i) he or she will acquire any Awarded Parent Shares paid hereunder for his or her account for the purpose of investment and not with a view to the distribution or resale thereof, (ii) he or she has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of acquiring such Awarded Parent Shares, (iii) Executive is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act and (iv) Executive is able to bear the economic risk of Executive’s investment in the Awarded Parent Shares for an indefinite period of time. Executive understands that the Awarded Parent Shares have not been registered under the Securities Act, or under any state securities law or blue sky law of any jurisdiction (“Blue Sky Law”) and, therefore, none of the Awarded Parent Shares can be sold, assigned, transferred, pledged or otherwise disposed of without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Executive shall not sell, assign, transfer, pledge or otherwise dispose of any Awarded Parent Shares (or any interest therein) without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Executive understands that any certificate evidencing the Awarded Parent Shares will bear a legend to the effect of the foregoing.

(d) Survival of Representations and Warranties; Indemnification. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, regardless of any investigation made by the Company or on its behalf. Each party hereby agrees to indemnify the other party and hold the other party harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the other party resulting from any breach of any representation, warranty, covenant or agreement made by the first party herein or in any instrument, agreement or document delivered to the other party pursuant hereto.

Section 5. Release of Claims. To the fullest extent permitted by any applicable law, effective as of the Awards Closing, Executive, on behalf of himself or herself and his or her heirs, executors, administrators, Affiliates (excluding, for the avoidance of doubt, the Company or any of its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), hereby knowingly,

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voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges (the “Release”) the Company, its Subsidiaries (past and present), GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, each a limited partner of the Company, Partners Healthcare Solutions Holdings GP, LLC, a Delaware limited liability company and the Company’s general partner, GTCR Partners IX, L.P., a Delaware limited partnership, and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (collectively, the “GTCR Entities”) and their respective Affiliates, and each of their respective predecessors, successors and assigns, and all of their respective Subsidiaries, current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”) from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any of the Released Parties (“Claims”), which such Releasing Parties, or any of them, had, has or may have had against any of the Released Parties, including, without limitation, with respect to (a) the consummation of the transactions contemplated hereunder, (b) Executive’s ownership of any equity of the Company or any of its past or present Subsidiaries and (c) the consummation of the Merger and the transactions contemplated the Merger Agreement, but in each case expressly excluding (i) any rights of any Releasing Party pursuant to the terms of the Merger Agreement or any of the other agreements, instruments or documents entered into in connection therewith or pursuant to this Agreement, the Preferred Unit Redemption Agreement, the Common Unit Cancellation Agreement and any other agreement entered into in connection herewith or therewith, (ii) any rights of any Releasing Party who is or was a director, manager, officer, employee or agent of any past or present Subsidiary of the Company to be indemnified by such Subsidiary as a result of serving as a director, manager, officer, employee or agent of such Subsidiary prior to the Effective Time, including but not limited to any rights available to such Releasing Party for indemnification, reimbursement or advancement of expenses or insurance recoveries under such Subsidiary’s certificate of incorporation, by-laws or comparable governing documents, any agreement between such Releasing Party and such Subsidiary or any directors’ and officers’ insurance policy and (iii) in the case of any Releasing Parties who are employees of any Subsidiary of the Company, for their respective compensation and benefits earned and any rights under any employment agreements with any such Subsidiaries (such released Claims, subject to such exclusions, the “Released Claims”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of such Released Claims.

Executive agrees that the Executive has read Section 1542 of the Civil Code of the State of California which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Executive understands that Section 1542 gives Executive the right not to release existing claims of which Executive was not aware, unless Executive chooses to waive this right. Having been so apprised, Executive hereby voluntarily elects to and does waive the rights described in Section 1542 (including under any comparable laws of any other jurisdiction). Executive represents that Executive is not aware of any such claim against the Company or and of its Affiliates, other than claims released hereby and any reserved rights expressly set forth in the proviso above.

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Executive acknowledges that the consideration payable to the undersigned pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release.

Effective as of the Awards Closing, Executive hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any Released Claim or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party, based upon any Released Claim or to seek to recover any amounts in connection therewith or thereunder from and after the Awards Closing. Any Released Party may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue.

Section 6. Proprietary Information.

(a) Obligation to Maintain Confidentiality. Executive acknowledges that the continued success of the GTCR Entities, the Company, and their respective Affiliates (as defined below) depends upon the use and protection of Proprietary Information (as defined below). Executive further acknowledges that the Proprietary Information obtained by Executive during the course of Executive’s ownership of equity of the Company (including, for all purposes herein, prior to the date hereof) and employment with any of the Company’s past and present Subsidiaries (including any of their predecessors prior to being acquired by the Company) concerning the business or affairs of the GTCR Entities, the Company or their respective Affiliates is the property of the GTCR Entities, the Company or their Affiliates, including information concerning acquisition opportunities in or reasonably related to the GTCR Entities, the Company’s or such Affiliate’s business or industry. Therefore, Executive agrees that Executive will not disclose to any unauthorized person or use for Executive’s own account any Proprietary Information of any of the GTCR Entities, the Company or their Affiliates, whether or not such information is developed by Executive, without GTCR’s, the Company’s or their Affiliates’, as applicable, written consent, unless and to the extent that the Proprietary Information (i) becomes generally known to the public other than as a result of Executive’s acts or omissions to act in breach of this Section 6 or any other confidentiality obligation applicable to Executive or (ii) is required to be disclosed pursuant to any applicable law, court order, administrative order or similar legal obligation. Executive shall take reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the business, historical or projected financial results, products, services or research or development of the GTCR Entities, the Company, their Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations. Proprietary Information may include, but is not limited to, the following (in each case, with respect to the GTCR Entities, the Company and/or their Affiliates): (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about the GTCR Entities, the Company’s or their Affiliates’ employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations and their confidential information; (iii) trade secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including operating systems, applications and program listings; (v) inventions, innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or related information (whether or not patentable and whether or not reduced to practice); (vi) copyrightable works; (vii) intellectual property of every kind and description; and (viii) all similar and related information in whatever form.

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(b) Third Party Information. Executive understands that the GTCR Entities, the Company and their Affiliates have received and will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the GTCR Entities’, the Company’s and their Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Without in any way limiting the provisions of Section 6(a), Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the GTCR Entities, the Company and their Affiliates who need to know such information in connection with their work for the GTCR Entities, the Company or their Affiliates or use, except in connection with Executive’s work for the Company or its respective Affiliates, Third Party Information unless expressly authorized by the Company in writing.

(c) Affiliates. For purposes of this Section 6, the term “Affiliate” means, with respect to any entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the entity in question, but shall exclude any direct or indirect subsidiary of the Company that is acquired by Parent in the Merger. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

Section 7. Dissolution; Several Liability. Upon the dissolution, liquidation or winding up of the affairs of the Company prior to the Company’s satisfaction of all its obligations hereunder, Fund IX/A, Fund IX/B and Co-Invest III hereby acknowledge and agree to assume, and be liable for, all obligations of the Company yet to be performed hereunder, on a pro rata basis based upon such entities’ ownership interests in the Company immediately prior to such dissolution, liquidation or winding up.

Section 8. Miscellaneous.

(a) Amendments and Waivers. No modification, amendment or waiver of any provision hereof shall be effective against the parties hereto unless such modification, amendment or waiver is approved in writing by the Company and Executive. The failure of any party to enforce any provision of this Agreement or under any agreement contemplated hereby shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement and any agreement referred to herein in accordance with their terms.

(b) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior consent of the Company. This Agreement and the rights and obligations hereunder may be assigned in whole or in part to any limited partners of the Company in connection with any distribution of assets of the Company or upon dissolution thereof.

(c) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

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(d) Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, demands, consents and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when received at the applicable facsimile number set forth below when sent by facsimile, (iii) one day after deposit with Federal Express or similar overnight courier service or (iv) three days after being mailed by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below (or, in each case, to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party):

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(g) Counterparts; Facsimile and PDF Transmission. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Delivery of executed signature pages hereof by facsimile transmission, telecopy or electronic transmission in portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

(h) Further Assurances. In case at any time after the Awards Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, Executive and the Company will take such further action (including the execution and delivery of such further instruments and documents consistent herewith) as may be reasonably necessary to effectuate the provisions hereof.

(i) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have caused this Executive Award Agreement to be executed as of the date first written above.

FORM OF EXECUTIVE AWARD AGREEMENT

THIS EXECUTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 7 (“Dissolution; Several Liability”)) and [                ] (“Executive”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Executive, GTCR and certain other current or former executives of the Company or its subsidiaries are limited partners of the Company;

WHEREAS, the Company and Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“APS Inc.”), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of January 11, 2012, with Universal American Corp., a Delaware corporation (“Parent”), and APS Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, pursuant to which Parent will acquire APS Inc. and the Company will receive certain Merger Consideration, as from time to time adjusted by certain purchase price adjustments, an Earnout Amount, if any, and indemnification obligations of the parties to the Merger Agreement;

WHEREAS, as of the date hereof and effective as of the Awards Closing (as defined below), the limited partnership agreement of the Company (the “Limited Partnership Agreement”) is being amended and restated to, among other things, provide for sole governance by the Company’s general partner;

WHEREAS, as of the date hereof, Executive has entered into that certain Common Unit Cancellation Agreement (the “Common Unit Cancellation Agreement”) with the Company in respect of the redemption and cancellation of all of the common units of the Company held by Executive for the consideration provided therein;

WHEREAS, as of the date hereof, certain other current executives of the Company or its subsidiaries have entered into an Executive Award Agreement with the Company of similar form to this Agreement (the “Executive Award Agreements”);

WHEREAS, as of the date hereof and as a condition to the Company entering into this Agreement, Executive has entered into that certain Indemnification and Contribution Agreement (the “Indemnification and Contribution Agreement”) with the Company and GTCR pursuant to which Executive is agreeing to indemnify and contribute to the Company or GTCR his or her ratable share of any amounts the Company or (through the Limited Guaranty) GTCR pays to a Parent Indemnified Person under or in respect of Article 8 of the Merger Agreement (“Indemnification Obligations”); and

WHEREAS, the Company desires to award to Executive a certain dollar-denominated number of Stock Merger Consideration shares and a special participation right in a percentage of the Earnout Amount, if any, that Executive would not otherwise be entitled to, and Executive desires to accept such dollar-denominated number of Stock Merger Consideration shares and the special participation right in a percentage of the Earnout Amount, if any, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Stock Merger Consideration.

(a) Award of Parent Shares.

(i) Subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement, Executive entering into and consummating the transactions contemplated by the Preferred Unit Redemption Agreement and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company the number of Parent Shares (the “Awarded Parent Shares”) equal to the quotient obtained by dividing $[            ] by the Fair Market Value of each Parent Share determined as of the Closing in accordance with the Merger Agreement (the “Stock Merger Consideration Award”), payable to Executive no later than three Business Days following the Closing.

(ii) Executive acknowledges and agrees that in no event shall Executive offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Awarded Parent Shares direct or indirectly (a “transfer”) unless such Awarded Parent Shares have both become vested pursuant to Section 1(b) and Executive has received certificates registering such vested Awarded Parent Shares in Executive’s name; provided, that nothing in this Agreement will prohibit Executive from entering into hedging transactions that are settled solely in cash so long as such transactions do not violate the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder or Parent’s policies with respect to transactions in its securities that are applicable to Executive. Notwithstanding the foregoing, (i) neither the Company nor its general partner nor GTCR nor any other fund affiliated with GTCR shall exercise independent voting control over the Awarded Parent Shares, whether vested or unvested, (ii) to the extent the Company is the holder of record of any Awarded Parent Shares at the time any such Awarded Parent Shares are eligible to be voted at a regular or special meeting of Parent’s stockholders, the Company shall vote such Awarded Parent Shares only as directed by Executive, and (iii) during any period in which the Company is the record owner of any Awarded Parent Shares to which an Executive remains entitled, the Company will work in good faith with Executive so that Executive shall enjoy all economic benefits of ownership of such Awarded Parent Shares, including by remitting to Executive any and all payments or rights (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of such Awarded Parent Shares as promptly as practicable after receipt thereof; provided that, notwithstanding clause (iii) or anything herein to the contrary, Executive and the Company will cooperate in good faith so that all economic benefits of ownership (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of any Unvested Parent Shares (whether the Company or Executive is the record owner) that still may vest shall be held by the Company together with such Unvested Parent Shares and either (I) when and to the extent such Unvested Parent Shares vest shall be remitted to Executive together with such Awarded Parent Shares or (II) when and to the extent such Unvested Parent Shares are forfeited in accordance with Section 1(b)(vi) shall be forfeited by Executive and transferred to the Company.

(iii) In connection with the transfer to Executive of the Awarded Parent Shares pursuant to this Agreement, pursuant to Section 3.02 of that certain Registration Rights Agreement (as amended, the “Registration Rights Agreement”), dated as of the Closing Date, by and among Parent and

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the Company, (A) the Company hereby assigns to Executive the Company’s rights and obligations under the Registration Rights Agreement with respect to the Awarded Parent Shares so transferred so long as such Awarded Parent Shares remain “Registrable Securities” thereunder, (B) upon the Parent’s receipt from Executive of a completed and executed Joinder substantially in the form of Exhibit A hereto, Executive will be deemed to also be a “Holder” under the Registration Rights Agreement with respect to such Awarded Parent Shares, and (C) Executive hereby accepts the assignment of and assumes such rights and obligations; provided that, notwithstanding anything herein to the contrary, the Company’s demand registration rights under clause (y) of the first paragraph of Section 2.01(a) of the Registration Rights Agreement shall not be assigned to Executive.

(iv) Executive acknowledges and agrees that any Awarded Parent Shares shall be treated as Schedule K-1 guaranteed payments by the Company in respect of services provided by Executive to the Company. Upon the Company’s reasonable request, Executive will cooperate with the Company to provide reasonable documentation establishing that any taxes arising with respect to such Schedule K-1 guaranteed payments were satisfied by the Executive.

(b) Vesting. The Awarded Parent Shares shall be fully vested upon issuance at the Awards Closing.

Section 2. Earnout Amount.

(a) Award of Percentage of Earnout Amount.

(i) At the Awards Closing, subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement, and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company an amount in cash equal to the product of (a) [            ]% and (b) the Earnout Amount, if any, payable by Parent to the Company pursuant to Section 2.13 of the Merger Agreement (the “Earnout Award” and together with the Stock Merger Consideration Award, the “Awards”). The Earnout Award shall be calculated prior to reduction of the Earnout Amount in respect of any Earnout Awards under any Executive Award Agreements.

(ii) Executive hereby acknowledges and agrees that his or her Earnout Award is subject to the set off rights under the Indemnification and Contribution Agreement.

(b) Employment Condition. The Earnout Award is conditioned on Executive remaining continuously employed with Parent or any of its subsidiaries from the date hereof through January 1, 2014. In the event that Executive ceases to be employed by Parent and its subsidiaries before January 1, 2014, Executive automatically will forfeit all right to receive the Earnout Award to the extent not paid to the Company on or prior to the date of such termination. Upon request from the Company, Executive promptly shall certify and provide reasonable supporting documentation to the Company regarding his or her current employment status with Parent and its subsidiaries. The Company shall not be in breach for failing to pay any Earnout Award during any period during which Executive has failed to provide any such requested certification and reasonable supporting documentation.

(c) Payment.

(i) Any payment of any Earnout Award shall be made promptly (but in no event later than ten Business Days) following the receipt by the Company of the Earnout Amount, if any, from Parent pursuant to Section 2.13 of the Merger Agreement, through a check made payable to Holder and sent by the Company or by wire transfer of immediately funds to an account designated by Holder, in an

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amount equal to Earnout Award. Notwithstanding the foregoing, the Earnout Award will be payable no later than March 15, 2015, to the extent any portion of the Earnout Amount is due to the Company but not yet received (in an amount reasonably estimated by the Company, in the event the Earnout Amount is disputed).

(ii) The payment of the Earnout Award is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Company may consult with Executive regarding, and the parties may agree to make, any changes to this Agreement they determine are necessary to comply with the provisions of Code Section 409A and any final, proposed, or temporary regulations or any other authoritative guidance issued thereunder. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that the parties make no statement with respect to circumstances in which the Company is in breach of its payment obligations.

(iii) Executive acknowledges and agrees that the payment of any Earnout Award shall be treated as Schedule K-1 guaranteed payments by the Company in respect of services provided by Executive to the Company. Upon the Company’s reasonable request, Executive will cooperate with the Company to provide reasonable documentation establishing that any taxes arising with respect to such Schedule K-1 guaranteed payments were satisfied by the Executive.

Section 3. Closing.

(a) Subject to satisfaction of the conditions specified in Section 3(b), the consummation of the Awards (the “Awards Closing”) shall take place automatically in connection with and simultaneously with the Closing under the Merger Agreement, and each of the Stock Merger Consideration Award and the Earnout Award is contingent and conditioned upon the consummation of the Closing. In the event that the Merger Agreement is terminated in accordance with the terms thereof prior to the Closing thereunder, neither of the Awards will be provided to Executive and this Agreement shall terminate and be void ab initio.

(b) The Awards Closing and Executive’s right to receive the Awards are conditioned on Executive remaining continuously employed with the Company or one of its subsidiaries from the date hereof through the Closing. In the event that Executive ceases to be employed by the Company and its subsidiaries before the Closing, Executive automatically will forfeit all right to receive the Awards and this Agreement shall terminate and be void ab initio. In addition, the Awards Closing and Executive’s right to receive the Awards are conditioned upon approval thereof by the stockholders of APS Inc. (through a special meeting or written consent) that meets the requirements of Section 280G(b)(5)(A)(ii) of the Code.

Section 4. Representations. Executive represents and warrants to the Company as of the date hereof and as of the Awards Closing:

(a) Legal Capacity. Executive has full legal capacity to enter into and perform his or her obligations set forth in this Agreement. This Agreement constitutes the valid and legally binding obligation of Executive, enforceable against Executive in accordance with its terms.

(b) Conflicts. The execution, delivery and performance of this Agreement by Executive does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Executive is subject.

(c) Investment Representations. Executive represents to the Company that (i) he or she will acquire any Awarded Parent Shares paid hereunder for his or her account for the purpose of

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investment and not with a view to the distribution or resale thereof, (ii) he or she has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of acquiring such Awarded Parent Shares, (iii) Executive is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act and (iv) Executive is able to bear the economic risk of Executive’s investment in the Awarded Parent Shares for an indefinite period of time. Executive understands that the Awarded Parent Shares have not been registered under the Securities Act, or under any state securities law or blue sky law of any jurisdiction (“Blue Sky Law”) and, therefore, none of the Awarded Parent Shares can be sold, assigned, transferred, pledged or otherwise disposed of without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Executive shall not sell, assign, transfer, pledge or otherwise dispose of any Awarded Parent Shares (or any interest therein) without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Executive understands that any certificate evidencing the Awarded Parent Shares will bear a legend to the effect of the foregoing.

(d) Survival of Representations and Warranties; Indemnification. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, regardless of any investigation made by the Company or on its behalf. Each party hereby agrees to indemnify the other party and hold the other party harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the other party resulting from any breach of any representation, warranty, covenant or agreement made by the first party herein or in any instrument, agreement or document delivered to the other party pursuant hereto.

Section 5. Release of Claims. To the fullest extent permitted by any applicable law, effective as of the Awards Closing, Executive, on behalf of himself or herself and his or her heirs, executors, administrators, Affiliates (excluding, for the avoidance of doubt, the Company or any of its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges (the “Release”) the Company, its Subsidiaries (past and present), GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, each a limited partner of the Company, Partners Healthcare Solutions Holdings GP, LLC, a Delaware limited liability company and the Company’s general partner, GTCR Partners IX, L.P., a Delaware limited partnership, and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (collectively, the “GTCR Entities”) and their respective Affiliates, and each of their respective predecessors, successors and assigns, and all of their respective Subsidiaries, current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”) from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any of the Released Parties (“Claims”), which such Releasing Parties, or any of them, had, has or may have had against any of the Released Parties, including, without limitation, with respect to (a) the consummation of the transactions contemplated hereunder, (b) Executive’s ownership of any equity of the Company or any of its past or present Subsidiaries and (c) the consummation of the Merger and the transactions contemplated the Merger Agreement, but in each case expressly excluding (i) any rights of any Releasing Party pursuant to the terms of the Merger Agreement or any of the other agreements, instruments or documents entered into in connection therewith or pursuant to this Agreement, the Common Unit Cancellation Agreement and any other agreement entered into in connection herewith or therewith, (ii) any rights of any Releasing Party who is or was a director, manager,

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officer, employee or agent of any past or present Subsidiary of the Company to be indemnified by such Subsidiary as a result of serving as a director, manager, officer, employee or agent of such Subsidiary prior to the Effective Time, including but not limited to any rights available to such Releasing Party for indemnification, reimbursement or advancement of expenses or insurance recoveries under such Subsidiary’s certificate of incorporation, by-laws or comparable governing documents, any agreement between such Releasing Party and such Subsidiary or any directors’ and officers’ insurance policy and (iii) in the case of any Releasing Parties who are employees of any Subsidiary of the Company, for their respective compensation and benefits earned and any rights under any employment agreements with any such Subsidiaries (such released Claims, subject to such exclusions, the “Released Claims”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of such Released Claims.

Executive agrees that the Executive has read Section 1542 of the Civil Code of the State of California which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Executive understands that Section 1542 gives Executive the right not to release existing claims of which Executive was not aware, unless Executive chooses to waive this right. Having been so apprised, Executive hereby voluntarily elects to and does waive the rights described in Section 1542 (including under any comparable laws of any other jurisdiction). Executive represents that Executive is not aware of any such claim against the Company or and of its Affiliates, other than claims released hereby and any reserved rights expressly set forth in the proviso above.

Executive acknowledges that the consideration payable to the undersigned pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release.

Effective as of the Awards Closing, Executive hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any Released Claim or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party, based upon any Released Claim or to seek to recover any amounts in connection therewith or thereunder from and after the Awards Closing. Any Released Party may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue.

Section 6. Proprietary Information.

(a) Obligation to Maintain Confidentiality. Executive acknowledges that the continued success of the GTCR Entities, the Company, and their respective Affiliates (as defined below) depends upon the use and protection of Proprietary Information (as defined below). Executive further acknowledges that the Proprietary Information obtained by Executive during the course of Executive’s ownership of equity of the Company (including, for all purposes herein, prior to the date hereof) and employment with any of the Company’s past and present Subsidiaries (including any of their predecessors prior to being acquired by the Company) concerning the business or affairs of the GTCR Entities, the Company or their respective Affiliates is the property of the GTCR Entities, the Company or their Affiliates, including information concerning acquisition opportunities in or reasonably related to the

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GTCR Entities, the Company’s or such Affiliate’s business or industry. Therefore, Executive agrees that Executive will not disclose to any unauthorized person or use for Executive’s own account any Proprietary Information of any of the GTCR Entities, the Company or their Affiliates, whether or not such information is developed by Executive, without GTCR’s, the Company’s or their Affiliates’, as applicable, written consent, unless and to the extent that the Proprietary Information (i) becomes generally known to the public other than as a result of Executive’s acts or omissions to act in breach of this Section 6 or any other confidentiality obligation applicable to Executive or (ii) is required to be disclosed pursuant to any applicable law, court order, administrative order or similar legal obligation. Executive shall take reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the business, historical or projected financial results, products, services or research or development of the GTCR Entities, the Company, their Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations. Proprietary Information may include, but is not limited to, the following (in each case, with respect to the GTCR Entities, the Company and/or their Affiliates): (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about the GTCR Entities, the Company’s or their Affiliates’ employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations and their confidential information; (iii) trade secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including operating systems, applications and program listings; (v) inventions, innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or related information (whether or not patentable and whether or not reduced to practice); (vi) copyrightable works; (vii) intellectual property of every kind and description; and (viii) all similar and related information in whatever form.

(b) Third Party Information. Executive understands that the GTCR Entities, the Company and their Affiliates have received and will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the GTCR Entities’, the Company’s and their Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Without in any way limiting the provisions of Section 6(a), Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the GTCR Entities, the Company and their Affiliates who need to know such information in connection with their work for the GTCR Entities, the Company or their Affiliates or use, except in connection with Executive’s work for the Company or its respective Affiliates, Third Party Information unless expressly authorized by the Company in writing.

(c) Affiliates. For purposes of this Section 6, the term “Affiliate” means, with respect to any entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the entity in question, but shall exclude any direct or indirect subsidiary of the Company that is acquired by Parent in the Merger. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

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Section 7. Dissolution; Several Liability. Upon the dissolution, liquidation or winding up of the affairs of the Company prior to the Company’s satisfaction of all its obligations hereunder, Fund IX/A, Fund IX/B and Co-Invest III hereby acknowledge and agree to assume, and be liable for, all obligations of the Company yet to be performed hereunder, on a pro rata basis based upon such entities’ ownership interests in the Company immediately prior to such dissolution, liquidation or winding up.

Section 8. Miscellaneous.

(a) Amendments and Waivers. No modification, amendment or waiver of any provision hereof shall be effective against the parties hereto unless such modification, amendment or waiver is approved in writing by the Company and Executive. The failure of any party to enforce any provision of this Agreement or under any agreement contemplated hereby shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement and any agreement referred to herein in accordance with their terms.

(b) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior consent of the Company. This Agreement and the rights and obligations hereunder may be assigned in whole or in part to any limited partners of the Company in connection with any distribution of assets of the Company or upon dissolution thereof.

(c) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

(d) Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, demands, consents and other communications to be given or delivered under or by reason of the

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provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when received at the applicable facsimile number set forth below when sent by facsimile, (iii) one day after deposit with Federal Express or similar overnight courier service or (iv) three days after being mailed by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below (or, in each case, to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party):

Notices to the Company:

c/o GTCR Golder Rauner II, L.L.C.

300 North LaSalle Street

Suite 5600

Chicago, IL 60654

Telecopy: (312) 382-2201

Attention: David S. Katz

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Telecopy: (312) 862-2200

Attention: Margaret A. Gibson, P.C.

  Brian C. Van Klompenberg, P.C.

If to Executive:

[                ]

[                ]

[                ]

Telecopy: [                ]

(g) Counterparts; Facsimile and PDF Transmission. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Delivery of executed signature pages hereof by facsimile transmission, telecopy or electronic transmission in portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

(h) Further Assurances. In case at any time after the Awards Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, Executive and the Company will take such further action (including the execution and delivery of such further instruments and documents consistent herewith) as may be reasonably necessary to effectuate the provisions hereof.

(i) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have caused this Executive Award Agreement to be executed as of the date first written above.

FORM OF EXECUTIVE AWARD AGREEMENT

THIS EXECUTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 7 (“Dissolution; Several Liability”)) and [            ] (“Executive”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Executive, GTCR and certain other current or former executives of the Company or its subsidiaries are limited partners of the Company;

WHEREAS, the Company and Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“APS Inc.”), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), dated as of January 11, 2012, with Universal American Corp., a Delaware corporation (“Parent”), and APS Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, pursuant to which Parent will acquire APS Inc. and the Company will receive certain Merger Consideration, as from time to time adjusted by certain purchase price adjustments, an Earnout Amount, if any, and indemnification obligations of the parties to the Merger Agreement;

WHEREAS, as of the date hereof and effective as of the Awards Closing (as defined below), the limited partnership agreement of the Company (the “Limited Partnership Agreement”) is being amended and restated to, among other things, provide for sole governance by the Company’s general partner;

WHEREAS, as of the date hereof, Executive has entered into that certain Common Unit Cancellation Agreement (the “Common Unit Cancellation Agreement”) with the Company in respect of the redemption and cancellation of all of the common units of the Company held by Executive for the consideration provided therein;

WHEREAS, as of the date hereof, certain other current executives of the Company or its subsidiaries have entered into an Executive Award Agreement with the Company of similar form to this Agreement (the “Executive Award Agreements”);

WHEREAS, Executive has entered into that certain Amended and Restated Senior Management Agreement, dated as of March 2, 2012, and effective as of the Closing Date, with APS Inc. and the other party thereto in respect of certain terms of employment (the “Amended and Restated Senior Management Agreement”);

WHEREAS, as of the date hereof and as a condition to the Company entering into this Agreement, Executive has entered into that certain Indemnification and Contribution Agreement (the “Indemnification and Contribution Agreement”) with the Company and GTCR pursuant to which Executive is agreeing to indemnify and contribute to the Company or GTCR his or her ratable share of any amounts the Company or (through the Limited Guaranty) GTCR pays to a Parent Indemnified Person under or in respect of Article 8 of the Merger Agreement (“Indemnification Obligations”); and

WHEREAS, the Company desires to award to Executive a certain dollar-denominated number of Stock Merger Consideration shares and a special participation right in a percentage of the

Earnout Amount, if any, that Executive would not otherwise be entitled to, and Executive desires to accept such dollar-denominated number of Stock Merger Consideration shares and the special participation right in a percentage of the Earnout Amount, if any, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1. Stock Merger Consideration.

(a) Award of Parent Shares.

(i) Subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement, and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company the number of Parent Shares (the “Awarded Parent Shares”) equal to the quotient obtained by dividing $[            ] by the Fair Market Value of each Parent Share determined as of the Closing in accordance with the Merger Agreement (the “Stock Merger Consideration Award”), payable to Executive no later than three Business Days following the Closing.

(ii) Executive acknowledges and agrees that in no event shall Executive offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, sell short, or otherwise dispose of or transfer any Awarded Parent Shares direct or indirectly (a “transfer”) unless such Awarded Parent Shares have both become vested pursuant to Section 1(b) and Executive has received certificates registering such vested Awarded Parent Shares in Executive’s name; provided, that nothing in this Agreement will prohibit Executive from entering into hedging transactions that are settled solely in cash so long as such transactions do not violate the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder or Parent’s policies with respect to transactions in its securities that are applicable to Executive. Notwithstanding the foregoing, (i) neither the Company nor its general partner nor GTCR nor any other fund affiliated with GTCR shall exercise independent voting control over the Awarded Parent Shares, whether vested or unvested, (ii) to the extent the Company is the holder of record of any Awarded Parent Shares at the time any such Awarded Parent Shares are eligible to be voted at a regular or special meeting of Parent’s stockholders, the Company shall vote such Awarded Parent Shares only as directed by Executive, and (iii) during any period in which the Company is the record owner of any Awarded Parent Shares to which an Executive remains entitled, the Company will work in good faith with Executive so that Executive shall enjoy all economic benefits of ownership of such Awarded Parent Shares, including by remitting to Executive any and all payments or rights (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of such Awarded Parent Shares as promptly as practicable after receipt thereof; provided that, notwithstanding clause (iii) or anything herein to the contrary, Executive and the Company will cooperate in good faith so that all economic benefits of ownership (including, without limitation, rights to dividends, distributions, merger consideration, poison pill purchase rights, spin-off securities and similar rights) in respect of any Unvested Parent Shares (whether the Company or Executive is the record owner) that still may vest shall be held by the Company together with such Unvested Parent Shares and either (I) when and to the extent such Unvested Parent Shares vest shall be remitted to Executive together with such Awarded Parent Shares or (II) when and to the extent such Unvested Parent Shares are forfeited in accordance with Section 1(b)(vi) shall be forfeited by Executive and transferred to the Company.

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(iii) In connection with the transfer to Executive of the Awarded Parent Shares pursuant to this Agreement, pursuant to Section 3.02 of that certain Registration Rights Agreement (as amended, the “Registration Rights Agreement”), dated as of the Closing Date, by and among Parent and the Company, (A) the Company hereby assigns to Executive the Company’s rights and obligations under the Registration Rights Agreement with respect to the Awarded Parent Shares so transferred so long as such Awarded Parent Shares remain “Registrable Securities” thereunder, (B) upon the Parent’s receipt from Executive of a completed and executed Joinder substantially in the form of Exhibit A hereto, Executive will be deemed to also be a “Holder” under the Registration Rights Agreement with respect to such Awarded Parent Shares, and (C) Executive hereby accepts the assignment of and assumes such rights and obligations; provided that, notwithstanding anything herein to the contrary, the Company’s demand registration rights under clause (y) of the first paragraph of Section 2.01(a) of the Registration Rights Agreement shall not be assigned to Executive.

(iv) Executive acknowledges and agrees that any Awarded Parent Shares shall be treated as Schedule K-1 guaranteed payments by the Company in respect of services provided by Executive to the Company. Upon the Company’s reasonable request, Executive will cooperate with the Company to provide reasonable documentation establishing that any taxes arising with respect to such Schedule K-1 guaranteed payments were satisfied by the Executive.

(b) Vesting. The right to retain the Awarded Parent Shares shall be subject to vesting in the manner specified in this Section 1(b).

(i) Except as otherwise provided in this Section 1(b), the Awarded Parent Shares shall become vested in accordance with the following schedule (rounded down to the nearest whole Parent Share), if (and only if) as of each such date Executive is, and since the Closing continuously has been, employed by Parent or any of its subsidiaries:

There shall be no vesting between any such dates (i.e., all vesting is “quarterly cliff”). All Awarded Parent Shares which have not become vested hereunder are collectively referred to as “Unvested Parent Shares.”

(ii) If Executive so elects, in Executive’s sole discretion, within 30 days after the Awards Closing (as defined below), Executive may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto. Executive acknowledges that it is Executive’s sole responsibility to timely file any Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when and as the Awarded Parent Shares becomes vested.

(iii) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall execute in blank five security transfer powers in the form of Exhibit C attached hereto (the “Security Powers”) with respect to the Awarded Parent Shares and shall deliver such

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Security Powers to the Company. Executive hereby authorizes the Company to complete and use the Security Powers to assign, transfer and deliver the Awarded Parent Shares that remain Unvested Parent Shares following Executive’s termination of employment with Parent and its subsidiaries to the Company. All certificates evidencing Unvested Parent Shares shall be held by the Company until they become vested or are forfeited. Upon any Unvested Parent Shares becoming vested, the Company promptly shall deliver the certificates evidencing such shares to Executive at the address set forth in Section 8(f).

(iv) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall deliver to the Company a spousal consent in the form of Exhibit D attached hereto, unless Executive is not then married. If, at any time subsequent to the date hereof but prior to December 31, 2012, Executive becomes legally married (whether in the first instance or to a different spouse), Executive shall cause his or her spouse to execute and deliver to the Company a spousal consent in the form of Exhibit D hereto. Executive’s failure to deliver to the Company an executed spousal consent at any time when he or she otherwise would be required to deliver such consent shall constitute Executive’s continuing representation and warranty to the Company that Executive is not legally married as of such date.

(v) If Executive’s employment terminates after the Closing by Executive’s resignation with Good Reason or by Parent or any of its subsidiaries without Cause, then, in either case, all Awarded Parent Shares which have not yet become vested shall become vested. For the purposes of this Agreement, the capitalized terms “Cause” and “Good Reason” shall have the meanings given to them in the Amended and Restated Senior Management Agreement as in effect as of the Awards Closing (without giving effect to any subsequent amendments thereto).

(vi) In the event of a termination of Executive’s employment with Parent or any of its subsidiaries on or before December 31, 2012, other than Executive’s resignation for Good Reason or by Parent or any of its subsidiaries (as applicable) without Cause, all Unvested Parent Shares (whether held by Executive or one or more of Executive’s transferees) automatically will be deemed forfeited and transferred without any payment therefor to the Company (and Executive and Executive’s transferees shall return the certificates, if any are within their possession to the Company). The Company shall (and is hereby authorized to) use the Security Powers to assign, transfer and deliver the Unvested Parent Shares to the Company following Executive’s termination of employment with Parent or any of its subsidiaries (as applicable).

(vii) Upon request from the Company, Executive promptly shall certify and provide reasonable supporting documentation to the Company regarding his or her current employment status with Parent and its subsidiaries and, if there has been a termination, the basis thereof. The Company shall not be in breach for failing to deliver certificates evidencing any Awarded Parent Shares that have vested during any period during which Executive has failed to provide any such requested certification and reasonable supporting documentation.

(viii) In order to secure the obligations of Executive in respect of any transfer of Awarded Parent Shares in accordance with this Agreement, Executive hereby constitutes and appoints the Company (or the Company’s general partner or any designee of the Company’s general partner), with full power of substitution, as Executive’s true and lawful agent and attorney-in-fact, with full power and authority in Executive’s name, place and stead, to execute, swear to, acknowledge, deliver, file and record all instruments and other documents and do such other acts which the Company (or the Company’s general partner) deems appropriate or necessary to effect or evidence any forfeiture and transfer to the Company of any Awarded Parent Shares pursuant to this Agreement, and such power of attorney may be exercised at any time and from time to time. The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive Executive’s death, disability, incapacity, dissolution, bankruptcy, insolvency or termination and the transfer of all or any portion of the Awarded Parent Shares and shall extend to such holder’s heirs, successors, assigns and personal representatives.

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Section 2. Earnout Amount.

(a) Award of Percentage of Earnout Amount.

(i) At the Awards Closing, subject to the terms and conditions set forth herein, and in consideration of Executive entering into and consummating the transactions contemplated by the Common Unit Cancellation Agreement and Executive entering into and agreeing to perform the terms and conditions of the Indemnification and Contribution Agreement, the Company hereby awards Executive the right to receive from the Company an amount in cash equal to the product of (a) [__]% and (b) the Earnout Amount, if any, payable by Parent to the Company pursuant to Section 2.13 of the Merger Agreement (the “Earnout Award” and together with the Stock Merger Consideration Award, the “Awards”). The Earnout Award shall be calculated prior to reduction of the Earnout Amount in respect of any Earnout Awards under any Executive Award Agreements.

(ii) Executive hereby acknowledges and agrees that his or her Earnout Award is subject to the set off rights under the Indemnification and Contribution Agreement.

(b) Employment Condition. The Earnout Award is conditioned on Executive remaining continuously employed with Parent or any of its subsidiaries from the date hereof through January 1, 2014. In the event that Executive ceases to be employed by Parent and its subsidiaries before January 1, 2014, Executive automatically will forfeit all right to receive the Earnout Award to the extent not paid to the Company on or prior to the date of such termination. Upon request from the Company, Executive promptly shall certify and provide reasonable supporting documentation to the Company regarding his or her current employment status with Parent and its subsidiaries. The Company shall not be in breach for failing to pay any Earnout Award during any period during which Executive has failed to provide any such requested certification and reasonable supporting documentation.

(c) Payment.

(i) Any payment of any Earnout Award shall be made promptly (but in no event later than ten Business Days) following the receipt by the Company of the Earnout Amount, if any, from Parent pursuant to Section 2.13 of the Merger Agreement, through a check made payable to Holder and sent by the Company or by wire transfer of immediately funds to an account designated by Holder, in an amount equal to Earnout Award. Notwithstanding the foregoing, the Earnout Award will be payable no later than March 15, 2015, to the extent any portion of the Earnout Amount is due to the Company but not yet received (in an amount reasonably estimated by the Company, in the event the Earnout Amount is disputed).

(ii) The payment of the Earnout Award is intended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Company may consult with Executive regarding, and the parties may agree to make, any changes to this Agreement they determine are necessary to comply with the provisions of Code Section 409A and any final, proposed, or temporary regulations or any other authoritative guidance issued thereunder. In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A; provided that the parties make no statement with respect to circumstances in which the Company is in breach of its payment obligations.

(iii) Executive acknowledges and agrees that the payment of any Earnout Award shall be treated as Schedule K-1 guaranteed payments by the Company in respect of services provided by

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Executive to the Company. Upon the Company’s reasonable request, Executive will cooperate with the Company to provide reasonable documentation establishing that any taxes arising with respect to such Schedule K-1 guaranteed payments were satisfied by the Executive.

Section 3. Closing.

(a) Subject to satisfaction of the conditions specified in Section 3(b), the consummation of the Awards (the “Awards Closing”) shall take place automatically in connection with and simultaneously with the Closing under the Merger Agreement, and each of the Stock Merger Consideration Award and the Earnout Award is contingent and conditioned upon the consummation of the Closing. In the event that the Merger Agreement is terminated in accordance with the terms thereof prior to the Closing thereunder, neither of the Awards will be provided to Executive and this Agreement shall terminate and be void ab initio.

(b) The Awards Closing and Executive’s right to receive the Awards are conditioned on Executive remaining continuously employed with the Company or one of its subsidiaries from the date hereof through the Closing. In the event that Executive ceases to be employed by the Company and its subsidiaries before the Closing, Executive automatically will forfeit all right to receive the Awards and this Agreement shall terminate and be void ab initio. In addition, the Awards Closing and Executive’s right to receive the Awards are conditioned upon approval thereof by the stockholders of APS Inc. (through a special meeting or written consent) that meets the requirements of Section 280G(b)(5)(A)(ii) of the Code.

Section 4. Representations. Executive represents and warrants to the Company as of the date hereof and as of the Awards Closing:

(a) Legal Capacity. Executive has full legal capacity to enter into and perform his or her obligations set forth in this Agreement. This Agreement constitutes the valid and legally binding obligation of Executive, enforceable against Executive in accordance with its terms.

(b) Conflicts. The execution, delivery and performance of this Agreement by Executive does not conflict with or result in a breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which Executive is subject.

(c) Investment Representations. Executive represents to the Company that (i) he or she will acquire any Awarded Parent Shares paid hereunder for his or her account for the purpose of investment and not with a view to the distribution or resale thereof, (ii) he or she has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of acquiring such Awarded Parent Shares, (iii) Executive is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act and (iv) Executive is able to bear the economic risk of Executive’s investment in the Awarded Parent Shares for an indefinite period of time. Executive understands that the Awarded Parent Shares have not been registered under the Securities Act, or under any state securities law or blue sky law of any jurisdiction (“Blue Sky Law”) and, therefore, none of the Awarded Parent Shares can be sold, assigned, transferred, pledged or otherwise disposed of without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Executive shall not sell, assign, transfer, pledge or otherwise dispose of any Awarded Parent Shares (or any interest therein) without registration under the Securities Act and under applicable Blue Sky Law or unless an exemption from registration thereunder is available. Executive understands that any certificate evidencing the Awarded Parent Shares will bear a legend to the effect of the foregoing.

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(d) Survival of Representations and Warranties; Indemnification. All representations and warranties contained herein or made in writing by any party in connection herewith will survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, regardless of any investigation made by the Company or on its behalf. Each party hereby agrees to indemnify the other party and hold the other party harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, encumbrances, costs and expenses (including costs of suit and attorneys’ fees and expenses) incurred by the other party resulting from any breach of any representation, warranty, covenant or agreement made by the first party herein or in any instrument, agreement or document delivered to the other party pursuant hereto.

Section 5. Release of Claims. To the fullest extent permitted by any applicable law, effective as of the Awards Closing, Executive, on behalf of himself or herself and his or her heirs, executors, administrators, Affiliates (excluding, for the avoidance of doubt, the Company or any of its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), hereby knowingly, voluntarily, unconditionally and irrevocably waives, fully and finally releases, acquits and forever discharges (the “Release”) the Company, its Subsidiaries (past and present), GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, each a limited partner of the Company, Partners Healthcare Solutions Holdings GP, LLC, a Delaware limited liability company and the Company’s general partner, GTCR Partners IX, L.P., a Delaware limited partnership, and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (collectively, the “GTCR Entities”) and their respective Affiliates, and each of their respective predecessors, successors and assigns, and all of their respective Subsidiaries, current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”) from any and all actions, causes of action, suits, debts, accounts, covenants, contracts, controversies, obligations, claims, counterclaims, debts, demands, damages, costs, expenses, compensation or liabilities of every kind and any nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, direct or derivative on behalf of any of the Released Parties (“Claims”), which such Releasing Parties, or any of them, had, has or may have had against any of the Released Parties, including, without limitation, with respect to (a) the consummation of the transactions contemplated hereunder, (b) Executive’s ownership of any equity of the Company or any of its past or present Subsidiaries and (c) the consummation of the Merger and the transactions contemplated the Merger Agreement, but in each case expressly excluding (i) any rights of any Releasing Party pursuant to the terms of the Merger Agreement or any of the other agreements, instruments or documents entered into in connection therewith or pursuant to this Agreement, the Common Unit Cancellation Agreement and any other agreement entered into in connection herewith or therewith, (ii) any rights of any Releasing Party who is or was a director, manager, officer, employee or agent of any past or present Subsidiary of the Company to be indemnified by such Subsidiary as a result of serving as a director, manager, officer, employee or agent of such Subsidiary prior to the Effective Time, including but not limited to any rights available to such Releasing Party for indemnification, reimbursement or advancement of expenses or insurance recoveries under such Subsidiary’s certificate of incorporation, by-laws or comparable governing documents, any agreement between such Releasing Party and such Subsidiary or any directors’ and officers’ insurance policy and (iii) in the case of any Releasing Parties who are employees of any Subsidiary of the Company, for their respective compensation and benefits earned and any rights under any employment agreements with any such Subsidiaries (such released Claims, subject to such exclusions, the “Released Claims”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of such Released Claims.

Executive agrees that the Executive has read Section 1542 of the Civil Code of the State of California which provides as follows:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Executive understands that Section 1542 gives Executive the right not to release existing claims of which Executive was not aware, unless Executive chooses to waive this right. Having been so apprised, Executive hereby voluntarily elects to and does waive the rights described in Section 1542 (including under any comparable laws of any other jurisdiction). Executive represents that Executive is not aware of any such claim against the Company or and of its Affiliates, other than claims released hereby and any reserved rights expressly set forth in the proviso above.

Executive acknowledges that the consideration payable to the undersigned pursuant to this Agreement provides good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in the Release.

Effective as of the Awards Closing, Executive hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any Released Claim or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party, based upon any Released Claim or to seek to recover any amounts in connection therewith or thereunder from and after the Awards Closing. Any Released Party may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue.

Section 6. Proprietary Information.

(a) Obligation to Maintain Confidentiality. Executive acknowledges that the continued success of the GTCR Entities, the Company, and their respective Affiliates (as defined below) depends upon the use and protection of Proprietary Information (as defined below). Executive further acknowledges that the Proprietary Information obtained by Executive during the course of Executive’s ownership of equity of the Company (including, for all purposes herein, prior to the date hereof) and employment with any of the Company’s past and present Subsidiaries (including any of their predecessors prior to being acquired by the Company) concerning the business or affairs of the GTCR Entities, the Company or their respective Affiliates is the property of the GTCR Entities, the Company or their Affiliates, including information concerning acquisition opportunities in or reasonably related to the GTCR Entities, the Company’s or such Affiliate’s business or industry. Therefore, Executive agrees that Executive will not disclose to any unauthorized person or use for Executive’s own account any Proprietary Information of any of the GTCR Entities, the Company or their Affiliates, whether or not such information is developed by Executive, without GTCR’s, the Company’s or their Affiliates’, as applicable, written consent, unless and to the extent that the Proprietary Information (i) becomes generally known to the public other than as a result of Executive’s acts or omissions to act in breach of this Section 6 or any other confidentiality obligation applicable to Executive or (ii) is required to be disclosed pursuant to any applicable law, court order, administrative order or similar legal obligation. Executive shall take reasonable and appropriate steps to safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the business, historical or projected financial results, products, services or research or development of the GTCR Entities, the Company, their Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations. Proprietary Information may include, but is not limited to, the following (in each

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case, with respect to the GTCR Entities, the Company and/or their Affiliates): (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about the GTCR Entities, the Company’s or their Affiliates’ employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations and their confidential information; (iii) trade secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including operating systems, applications and program listings; (v) inventions, innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or related information (whether or not patentable and whether or not reduced to practice); (vi) copyrightable works; (vii) intellectual property of every kind and description; and (viii) all similar and related information in whatever form.

(b) Third Party Information. Executive understands that the GTCR Entities, the Company and their Affiliates have received and will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the GTCR Entities’, the Company’s and their Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Without in any way limiting the provisions of Section 6(a), Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the GTCR Entities, the Company and their Affiliates who need to know such information in connection with their work for the GTCR Entities, the Company or their Affiliates or use, except in connection with Executive’s work for the Company or its respective Affiliates, Third Party Information unless expressly authorized by the Company in writing.

(c) Affiliates. For purposes of this Section 6, the term “Affiliate” means, with respect to any entity, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the entity in question, but shall exclude any direct or indirect subsidiary of the Company that is acquired by Parent in the Merger. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

Section 7. Dissolution; Several Liability. Upon the dissolution, liquidation or winding up of the affairs of the Company prior to the Company’s satisfaction of all its obligations hereunder, Fund IX/A, Fund IX/B and Co-Invest III hereby acknowledge and agree to assume, and be liable for, all obligations of the Company yet to be performed hereunder, on a pro rata basis based upon such entities’ ownership interests in the Company immediately prior to such dissolution, liquidation or winding up.

Section 8. Miscellaneous.

(a) Amendments and Waivers. No modification, amendment or waiver of any provision hereof shall be effective against the parties hereto unless such modification, amendment or waiver is approved in writing by the Company and Executive. The failure of any party to enforce any provision of this Agreement or under any agreement contemplated hereby shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement and any agreement referred to herein in accordance with their terms.

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(b) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party without the prior consent of the Company. This Agreement and the rights and obligations hereunder may be assigned in whole or in part to any limited partners of the Company in connection with any distribution of assets of the Company or upon dissolution thereof.

(c) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction.

(d) Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(f) Notices. Except as may be otherwise provided herein, all notices, requests, demands, consents and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when received at the applicable facsimile number set forth below when sent by facsimile, (iii) one day after deposit with Federal Express or similar overnight courier service or (iv) three days after being mailed by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the parties at the addresses indicated below (or, in each case, to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party):

Notices to the Company:

c/o GTCR Golder Rauner II, L.L.C.

300 North LaSalle Street

Suite 5600

Chicago, IL 60654

Telecopy: (312) 382-2201

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Attention: David S. Katz

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Telecopy: (312) 862-2200

Attention: Margaret A. Gibson, P.C.

                  Brian C. Van Klompenberg, P.C.

If to Executive:

[                        ]

[                         ]

[                         ]

Telecopy: [                    ]

(g) Counterparts; Facsimile and PDF Transmission. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. Delivery of executed signature pages hereof by facsimile transmission, telecopy or electronic transmission in portable document format (pdf) shall constitute effective and binding execution and delivery of this Agreement.

(h) Further Assurances. In case at any time after the Awards Closing any further action is necessary or desirable to carry out the purposes of this Agreement or to consummate the transactions contemplated hereby, Executive and the Company will take such further action (including the execution and delivery of such further instruments and documents consistent herewith) as may be reasonably necessary to effectuate the provisions hereof.

(i) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have caused this Executive Award Agreement to be executed as of the date first written above.

Exhibit 8

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Margaret A. Gibson, P.C. and Brian C. Van Klompenberg, P.C., each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of common stock, par value $0.01 per share (the “Common Stock”), of Universal American Corp., a Delaware corporation (the “Company”), and/or a director of the Company, any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the Common Stock of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

<signature page follows>

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of March 2012.