Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Universal American Corp.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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We cordially invite you to attend the annual meeting of shareholders of Universal American Corp. to be held on Wednesday, June 2, 2010, at 10:00 a.m., local time, at the offices of Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573.

At the annual meeting, you will be asked to elect 14 persons to our board of directors to serve until the next annual election of directors or until their successors are elected and qualified and to consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

The board of directors unanimously recommends that shareholders vote FOR the election of the 14 directors nominated by us to our board of directors.

Your vote is very important, regardless of the number of shares you own. Only shareholders who own shares of voting stock at the close of business on May 3, 2010 will be entitled to vote at the annual meeting. Whether or not you plan to attend the annual meeting, please complete, sign, date and return your proxy card in the enclosed envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with your proxy card. If you hold your shares in "street name," you should instruct your broker how to vote in accordance with your voting instruction form.

This proxy statement provides specific information concerning the annual meeting. We encourage you to read this entire document carefully before voting. We also encourage you to read our entire annual report on Form 10-K for the year ended December 31, 2009 carefully before voting. You should carefully consider the matters discussed under the heading "Risk Factors" beginning on page 27 of our annual report on Form 10-K before voting.

On behalf of our board of directors, I thank you for your support and appreciate your consideration of these matters.

Neither the Securities and Exchange Commission nor any state securities commission has passed on the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

We may amend or supplement this proxy statement from time to time by filing amendments or supplements as required.

This proxy statement is dated April 29, 2010, and is first being mailed to Universal American's shareholders on or about May 17, 2010.

You are cordially invited to attend the annual meeting of shareholders of Universal American Corp. on Wednesday, June 2, 2010 at 10:00 a.m., local time, at the offices of Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, for the following purposes:

The board of directors unanimously recommends that shareholders vote FOR the election of the 14 directors nominated by us to our board of directors.

Only our shareholders of record at the close of business on May 3, 2010 are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements of the annual meeting. Please be advised that our shareholders may consider and act upon other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting. A complete list of our shareholders of record entitled to vote at the annual meeting will be available for inspection at the annual meeting.

Your vote is very important, regardless of the number of shares you own. Please submit your proxy as soon as possible to make sure that your shares are represented at the annual meeting.

For your shares to be voted, you may complete, sign, date and return the enclosed proxy card or you may submit your proxy by telephone or over the internet. If you are a holder of record, you may also cast your vote in person at the annual meeting. If you hold your shares in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

The Securities and Exchange Commission, known as the SEC, maintains a website that contains annual, quarterly and current reports, proxy and information statements and other information regarding registrants, like us, that file reports with the SEC electronically. The SEC's website address is http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC's public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room. The information we file with the SEC and other information about us is also available on our website at www.universalamerican.com at the link entitled Investors. Information on our website is not a part of, nor incorporated by reference into, this proxy statement. For your convenience, we are mailing, in connection with this proxy statement, a copy of our annual report for the fiscal year ended December 31, 2009 as previously filed with the SEC.

Universal American Corp.
Six International Drive, Suite 190
Rye Brook, New York 10573
(914) 934-5200
Attention: Secretary

In order to ensure timely delivery of requested documents, you should ensure that we receive any request for documents at least five business days prior to the date on which you plan to make an investment decision and, in any event, no later than May 25, 2010, which is five business days prior to the annual meeting.

Universal American shareholders who have questions about the annual meeting or any other matter described in this proxy statement, or who need assistance in voting their shares or need a copy of this proxy statement, should contact:

Universal American Corp.
Six International Drive, Suite 190
Rye Brook, New York 10573
(914) 934-5200
Attention: Secretary

Unless the context otherwise requires, references in this proxy statement to Universal American, our, we or us means Universal American Corp., together with our subsidiaries.

This proxy statement and our annual report to stockholders are available at www.universalamerican.com

We are furnishing this proxy statement in connection with the solicitation of proxies by Universal American Corp. on behalf of its board of directors for use at our annual meeting of shareholders to be held on Wednesday, June 2, 2010, at 10:00 a.m., local time, at the offices of Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, and at any postponements or adjournments thereof. The notice of annual meeting, this proxy statement and the accompanying proxy card are first being mailed on or about May 17, 2010 to shareholders of record at the close of business on May 3, 2010.

At the annual meeting, shareholders will act upon the election of directors. In addition, our management will report on our performance during fiscal year 2009.

All shareholders are invited to attend the annual meeting. However, only shareholders of record at the close of business on May 3, 2010, or their duly appointed proxies, may vote at the annual meeting. If you hold your shares in "street name"—that is, through a brokerage firm, bank, or other nominee—you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date. In all cases, you must bring a form of personal identification.

Only shareholders who were record holders of our common stock at the close of business on the record date, May 3, 2010, are entitled to vote at the annual meeting or any postponements or adjournments thereof. Each record holder of our common stock on the record date of the annual meeting is entitled to one vote for each share of common stock owned by the record holder at that time.

Although we encourage you to complete and return the proxy card or to vote by telephone or via the internet to ensure that your vote is counted, you may attend the annual meeting and vote your shares in person.

The presence at the annual meeting of shares representing a majority of our outstanding voting stock, represented either in person or by proxy, will constitute a quorum for the transaction of business. As of the date of this proxy statement, we had 78,157,255 shares of common stock outstanding net of 2,708,441 shares held in treasury, each of which is entitled to one vote per share. We will count abstentions and broker non-votes as present for purposes of determining whether a quorum exists at the annual meeting.

Proposal No. 1—Election of 14 Directors. The vote of the holders of a majority of the voting stock present in person or represented by proxy shall decide whether the 14 nominees will be elected as directors. In addition, four of our equity investors have the right to designate an aggregate of five of our 14 directors. These equity investors and Richard A. Barasch, our chairman and chief executive officer, have agreed to vote their shares, which constitute a majority of the votes, for these five designees and for Mr. Barasch as directors, and therefore the election of these six members of the board is assured.

Abstentions and Broker Non-Votes. Abstentions and broker non-votes will have no effect on the outcome of Proposal No. 1.

What rights do I have to dissent from any proposal set forth in this proxy statement?

Under New York law, shareholders will not have dissenter's, appraisal or similar rights in connection with any proposal set forth in this proxy statement.

If you do not mark your voting instructions on the proxy card, your shares will be voted FOR the election of the 14 nominated directors.

Telephone and internet voting options are available 24 hours a day, seven days a week. When prompted, you will need to enter the control number shown on your proxy card. You will then be able to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone or via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card by mail. The telephone and internet voting procedures, which employ the use of control numbers found on the proxy cards, are designed to authenticate shareholders' identities, to allow shareholders to vote their shares of voting stock and to confirm that their instructions have been properly recorded. If you vote by telephone or via the internet, you do not need to return your proxy card. If you hold your shares in street name, you may vote by telephone or via the internet if your broker or nominee makes these methods available, in which case the broker or nominee will enclose the instructions with this proxy statement.

If you hold your shares in a stock brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of shares held in street name. Your broker or nominee, who is considered to be the holder of record with respect to your shares, is forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker or nominee how to vote by

filling out the voting instruction form provided by your broker or nominee. Telephone and internet voting options may also be available to beneficial owners. As a beneficial owner, you are also invited to attend the annual meeting, but you must obtain a legal proxy from the holder of record of your shares in order to vote in person at the annual meeting.

If I hold my shares in a brokerage account and do not return voting instructions, will my shares be voted?

If you hold your shares in street name, your broker or nominee will ask you how you want it to vote your shares. If you provide voting instructions, your broker or nominee must vote shares as you direct. If you do not furnish voting instructions, one of two things can happen, depending upon whether a proposal is "routine." Under the rules that govern brokers that have record ownership of shares beneficially owned by their clients, brokers have discretion to cast votes on routine matters, such as the ratification of the appointment of an independent registered public accounting firm, without voting instructions from their clients. Brokers may not, however, cast votes on "non-routine" matters without voting instructions. A "broker non-vote" occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that proposal and has not received voting instructions from the beneficial owner.

Under the rules of the New York Stock Exchange, your broker is not entitled to vote your shares on Proposal 1 without your instructions. Unlike previous years, a broker who holds shares in your name will no longer have the ability to cast votes with respect to the election of directors unless the broker has received instructions from you.

Shares of our common stock held by our employees who participate in the Universal American Corp. 401(k) Savings Plan are held of record and are voted by the trustees of the Plan. As a participant in our 401(k) Savings Plan, you may instruct the plan trustees as how to vote the shares allocated to your account by voting by proxy. The trustees of our 401(k) Savings Plan will vote shares as to which they have not received direction in accordance with the terms of the Plan.

Yes. Even after you have submitted your proxy, you may change your vote at any time before the exercise of your proxy at the annual meeting by filing a notice of revocation or a new executed proxy card bearing a later date with our Secretary at our principal executive offices at Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573. You may also change or revoke your proxy by telephone or via the internet at any time before the annual meeting in accordance with the instructions on the enclosed proxy card. You may also revoke your proxy if you attend the annual meeting in person and give notice of your intention to vote at the annual meeting. Attendance at the annual meeting will not by itself revoke a previously granted proxy.

We do. We do not intend to solicit proxies other than by use of the mail, but some of our employees may contact you by telephone, mail, or otherwise to obtain proxies. None of these employees will receive any extra compensation for doing this.

We have adopted a procedure approved by the SEC called "householding," which will reduce our printing and mailing costs. Under this procedure, we will deliver a single annual report, proxy statement, proxy statement combined with a prospectus or any information statement to any household

at which two or more shareholders reside who share the same last name or whom we believe to be members of the same family.

We encourage your participation in the householding program. It will reduce the volume of duplicate information received at your household as well as the cost to us of preparing and mailing duplicate materials. As an alternative to householding, you may wish to receive documents electronically. Instructions for consenting to electronic delivery appear below.

You do not need to do anything. If you share the same last name and address with one or more other shareholders, from now on, unless we receive contrary instructions from you or from one of these other shareholders, you and all other shareholders who have your last name and live at the same home address will receive only one copy of any of our annual report, proxy statement for our annual meeting of shareholders, proxy statement we file and deliver in connection with any other meeting of shareholders, proxy statement combined with a prospectus or information statement.

Yes. We will include with the householded materials for our annual meetings, or any other shareholders' meeting, a separate proxy card and notice of shareholders' meeting for each registered shareholder who shares your last name and lives at your home address.

What do I need to do if I want to continue to receive my own set of proxy materials?

If you object to the householding procedures and want to continue to receive your own separate set of documents, or if you participate in householding but wish in the future to receive individual copies of these documents for any reason, we will deliver a separate copy of these documents to you promptly upon your written or oral request. You should direct any requests to receive individual documents to our Secretary, Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, telephone (800) 332-3377. If you wish to request householding if members of your household are receiving multiple copies of these documents, you should write or call our Secretary at the same address or phone number listed above.

What if I don't object to the householding procedures now, but change my mind later?

You may opt out of householding at any time by contacting our Secretary at Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, telephone (800) 332-3377. Your election to opt out will apply to all materials mailed more than 30 days after your request is received.

We intend to household indefinitely, and your consent will be perpetual unless you revoke it. If you revoke your consent, we will begin sending you individual copies of these documents within 30 days after we receive your revocation notice. If you consent to electronic delivery, we will not be householding your documents, so you need not contact us to object to householding.

When there is an address change for one of the members of the household, any proxy materials will be sent directly to that shareholder at his or her new address.

Do the householding procedures apply if I hold my shares through a broker, bank or other nominee?

We have been notified that some brokers and banks will household proxy materials. If you hold your shares in "street name" by a broker, bank or other nominee, you may request information about householding from your bank, broker or other holder of record.

As an alternative to receiving printed copies of proxy materials in future years, we offer shareholders the opportunity to receive proxy mailings electronically. By consenting to electronic delivery of future annual reports and proxy statements, you will help us reduce printing and postage costs.

To be eligible for electronic delivery, you must have access to a computer and the internet and expect to have access in the future. To take advantage of electronic delivery, please indicate your consent by following the instructions provided as you vote by internet, or go to the website www.proxyvote.com and follow the prompts. Selecting this option means that you will no longer receive a printed copy of our annual report and proxy statement unless you request one. However, you will continue to receive your printed proxy card each year, which will contain information regarding the internet website where you can view the annual report and proxy statement. If you consent to electronic delivery, you will be responsible for your usual telephone and internet access charges in connection with the electronic delivery of the proxy materials and annual report. Your consent to electronic delivery will be effective until you revoke it. You may cancel your consent to electronic delivery at no cost to you at any time at the internet site www.investordelivery.com or by writing to our Secretary, Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573.

This summary is qualified in its entirety by the more detailed information included elsewhere in this proxy statement. Because this is a summary, it may not contain all of the information that is material or important to you. You should read this entire proxy statement carefully, as well as our annual report on Form 10-K for the fiscal year ended December 31, 2009, with particular attention to the section entitled "Risk Factors," as well as our other reports filed with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, before making a decision. See "Where You Can Find Additional Information."

Through our family of healthcare companies, we offer health benefit plans designed to promote collaboration among our members and their healthcare professionals. This Healthy Collaboration^SM improves, each day, the health and well-being of more than two million older and disabled Americans.. Our principal health insurance products for the senior market are Medicare Advantage, insured stand alone prescription drug benefit plans pursuant to Medicare Part D, and Medicare supplement.

Collectively, our insurance subsidiaries are licensed or otherwise authorized to sell health insurance, life insurance and annuities in all 50 states, the District of Columbia and Puerto Rico, as well as some U.S. territories. Our managed care subsidiary operates Medicare Advantage coordinated care plans in Texas, Wisconsin and Oklahoma.

The board of directors unanimously recommends that shareholders vote FOR the election of the 14 directors nominated by us to our board of directors.

In September 2007, we entered into a stockholders' agreement with our chairman and chief executive officer, Richard Barasch, certain equity investors and other parties thereto that received

consideration under the merger agreement pursuant to which we acquired MemberHealth, Inc. The equity investors and parties that received consideration under the merger agreement that are party to the stockholders' agreement consist of:

Upon the execution of the stockholders' agreement, our board of directors increased its size from nine to 13 directors. Our board subsequently increased its size to 14 directors. Our board consists of

Please see the section entitled "Election of Board of Directors" for more information.

You should carefully consider each of the risks set forth in Item 1A—Risk Factors of our annual report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 1, 2010, which we incorporate by reference into this proxy statement. These risks and other factors may affect forward-looking statements contained in this proxy statement or made by us elsewhere, such as in our annual report on Form 10-K, our annual report provided with this proxy statement, press releases, investor calls or conference presentations. The risks and uncertainties described in the Risk Factors section of our annual report on Form 10-K are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Please also read the following section entitled "Special Note Regarding Forward Looking Statements."

If any of these risks or uncertainties develops into actual events, it could significantly and adversely affect our business, prospects, financial condition and operating results. In that case, the trading price of our common stock could decline materially.

Portions of the information in this proxy statement and oral statements made from time to time by our representatives may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of

1995, known as the PSLRA. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act and the PSLRA. Forward-looking statements may relate to, among other things:

You can identify forward-looking statements by words such as the following, or indicating or implying the following:

Forward-looking statements are inherently subject to risks, trends and uncertainties, many of which are beyond our ability to control or predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in any forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that we will achieve our expectations. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward- looking statements. We caution readers not to place undue reliance on these forward-looking statements.

The risks and uncertainties set forth or referred to in this proxy statement constitute important factors that may cause actual results to differ materially from forward-looking statements. We assume no obligation to update or supplement any forward-looking statements that may become untrue because of subsequent events, whether as a result of new information, future events or otherwise.

Our board of directors, acting upon the unanimous recommendation of its Nominating and Governance Committee, has nominated the following 14 nominees for election as directors at the annual meeting:

All director nominees currently serve on our board of directors and all have consented to serve if elected. The directors will hold office from election until the next annual meeting of shareholders, or until their successors are elected and qualified.

Proxies cannot be voted for more than 14 persons. If any nominee is unable or unwilling to serve as a director at the time of the annual meeting, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present board of directors or the proxy holders to fill the vacancy or for the balance of those nominees named without nomination of a substitute.

Under the terms of a stockholders' agreement we entered into in September 2007, our board of directors increased its size from nine to 13 directors, and it subsequently increased its size to 14 directors. Our board consists of

In addition to these eight independent directors, our board of directors has determined that Messrs. Gormley, Perry and Traynor are independent within the meaning of the listing standards of the New York Stock Exchange.

Name		Current Position with Company

Richard A. Barasch	56	Chairman of the Board, CEO and President	1988
Barry W. Averill	71	Director	2006
Sally W. Crawford	56	Director	2007
Matthew W. Etheridge	36	Director	2007
Mark K. Gormley	49	Director	2007
Mark M. Harmeling	57	Director	1990
Linda H. Lamel	66	Director	2003
Patrick J. McLaughlin	52	Director	1995
Richard C. Perry	55	Director	2009
Thomas A. Scully	52	Director	2008
Robert A. Spass	54	Director	1999
Sean M. Traynor	41	Director	2007
Christopher E. Wolfe	30	Director	2009
Robert F. Wright	84	Director	1998

Biographical information and qualifications to serve concerning the director nominees are set forth below.

Richard A. Barasch has served as a Director since July 1988, as Chairman of the Board since December 1997, as Chief Executive Officer since June 1995 and as President since April 1991. He has served as a director and the President of our American Progressive Life and Health Insurance Company of New York subsidiary since 1991, and he is Chairman of substantially all of our subsidiaries. Mr. Barasch has held positions with our subsidiaries since their acquisition or organization.

We believe Mr. Barasch's qualifications to serve as a director of the Company include Mr. Barasch's 22 years of service with the Company, which brings an unparalleled depth of experience in the health insurance sector combined with an intimate knowledge of the operational, financial and strategic development of the Company.

Barry W. Averill has served as a Director since March 2006. Since 2003, Mr. Averill has served as the President of Averill Management Enterprises, Inc., a consulting firm specializing in the managed healthcare industry. From 2000 to 2003, Mr. Averill served as President of Health Net of the Northeast, Inc. Prior to that, Mr. Averill worked at Humana, Inc. from 1991 to 2000, serving as its Regional Vice President beginning in 1998. Mr. Averill also was the President and CEO of Michael Reese Health Plan, Inc. from 1984 to 1991. Mr. Averill has served as the President and as a member of the boards of directors of many professional organizations within the managed care industry, including the Illinois HMO Association, Group Health Association of America, American College Health Association, and the Accreditation Association for Ambulatory Health Care. Mr. Averill serves as an observer on the board of directors of Socios Mayores en Salud, Inc.

We believe Mr. Averill's qualifications to serve as a director of the Company include Mr. Averill's service in various senior executive operating positions in the healthcare industry whose operational experience and strategic expertise in the health care sector contributes valuable insight to the Board.

Sally W. Crawford has served on our Board since October 2007. Ms. Crawford was Chief Operating Officer of Healthsource, Inc., a publicly held managed care organization headquartered in

New Hampshire, from April 1985 until January 1997. During her tenure at Healthsource, Inc., Ms. Crawford held a variety of positions and responsibilities, including leading that company's Northern Region operations and marketing efforts. Since January 1997, Ms. Crawford has been a health care consultant in New Hampshire. She serves as a director of Hologic, Inc. (and formerly Cytyc Corporation from 1998 until its acquisition by Hologic, Inc.), CombinatoRx, Incorporated, Exact Sciences Corporation, and Insulet Corporation. Ms. Crawford previously served as a board member of Chittenden Corporation. Ms. Crawford is also a director of the American Independence Museum in Exeter, NH and New Hampshire Business for the Arts, and a trustee of New Hampshire Humanities Council.

We believe Ms. Crawford's qualifications to serve as a director of the Company include Ms. Crawford's service in various senior executive positions in the managed care sector that contributes significant successful experience and expertise in operational, regulatory and related disciplines.

Matthew W. Etheridge joined our Board in September 2007. He is currently a private investor, and was formerly a Managing Partner of Perry Capital LLC, a private investment management firm, where he was co-head of the firm's healthcare group. Prior to joining Perry Capital in 2001, Mr. Etheridge was an investment analyst for Stanford Management Company, which manages Stanford University's endowment. Prior to joining Stanford Management in 1997, Mr. Etheridge was a consultant with McKinsey & Company.

We believe Mr. Etheridge's qualifications to serve as a director of the Company include Mr. Etheridge's experience in research and investment in the healthcare sector that contributes valuable strategic and investor relation insights to the Board.

Mark K. Gormley joined our Board in September 2007. He is a Partner at Lee Equity Partners, LLC, a growth buyout investment firm recently founded by Thomas H. Lee. Prior to joining Lee Equity Partners, Mr. Gormley was a founding partner of Capital Z. Prior to joining Capital Z in 1998, Mr. Gormley was a Managing Director at Donaldson, Lufkin & Jenrette, Inc., known as DLJ, and was a leader of the firm's insurance and asset management investment banking group. Prior to joining DLJ in 1989, Mr. Gormley was a Vice President at Merrill Lynch & Co., Inc. where he was a founding member of the insurance and asset management investment banking group. Mr. Gormley serves as a director of NewStar Financial Inc., a commercial finance company, and Permanent General Assurance Corp. In addition, Mr. Gormley is a trustee of the Committee for Hispanic Families and Children.

We believe Mr. Gormley's qualifications to serve as a director of the Company include Mr. Gormley's experience as a private equity investor and investment banker that contributes his experience and expertise in capital markets, finance and related disciplines.

Mark M. Harmeling has served as a Director since July 1990. He also served as a Director of our wholly-owned subsidiary American Progressive Life and Health Insurance Company of New York from 1992 to 1999. Mr. Harmeling is a Senior Managing Director at Colony Realty Partners, LLC. He was previously a Partner of TA Associates Realty, a pension fund advisory firm, from 2001 to 2004. Prior to joining TA Associates, Mr. Harmeling worked for several real estate companies, the longest tenure of which was as President of Bay State Realty Advisors.

We believe Mr. Harmeling's qualifications to serve as a director of the Company include Mr. Harmeling's familiarity with the Company, as a result of his length of service as a member of the Board, coupled with his years of experience managing real estate investment companies that contributes expertise in investing and related disciplines.

Linda H. Lamel has served as a Director since June 2003. She also serves as a director and member of the Audit Committee of our American Progressive subsidiary, since 2005. Ms. Lamel is an attorney and arbitrator in private practice and a professor at Brooklyn Law School. She was CEO of

Claims Online, a technology company specializing in insurance claims processing, from 2000 to 2002. Previous to that, Ms. Lamel was Executive Director of the Risk and Insurance Management Society, an association of corporate insurance buyers from 1997 to 2000, Vice-President of TIAA-CREF responsible for its group insurance operation from 1988 to 1996, President of The College of Insurance from 1983 to 1988, and Deputy Superintendent of the Insurance Department of New York from 1977 to 1983. Ms. Lamel serves on the board of directors of the Boy Scouts of America, Greater New York Council and the Queens College Business Advisory Council.

We believe Ms. Lamel's qualifications to serve as a director of the Company includes Ms. Lamel's experience as a lawyer and insurance regulator. She contributes her experience and expertise in regulatory compliance, health insurance and related disciplines.

Patrick J. McLaughlin has served as a Director since January 1995. Mr. McLaughlin has been a Managing Director of Emerald Capital Group, Ltd., an asset management and consulting firm specializing in the insurance industry, since April 1993. Prior to that, he was an Executive Vice President and Chief Investment Officer of Life Partners Group, Inc., Managing Director of Conning & Company and Senior Vice President and Chief Investment Officer of ICH Corporation. Mr. Mclaughlin serves on the board of directors of American Independent Companies, Inc., Swett & Crawford Group, Inc. and FUTURITY FIRST Insurance Group, Inc. Mr. McLaughlin previously served on the board of directors of UICI, Old American County Mutual Insurance Company, Acordia, Inc., Healthaxis, Inc. and Superior Vision Services, Inc.

We believe Mr. McLaughlin's qualifications to serve as a director of the Company include Mr. McLaughlin's familiarity with the Company, as a result of his length of service as a member of the Board, coupled with his years of experience in various senior executive investment positions and as an asset management consultant for a number of companies in the insurance sector that contributes significant successful experience and expertise in investing and related disciplines.

Richard C. Perry co-founded Perry Capital in 1988. Prior to 1988, Mr. Perry was in the equity arbitrage area of Goldman, Sachs & Co. He was also an adjunct associate professor at the Stern School of Business at New York University, where he taught a course in the finance department. Mr. Perry serves on the boards of directors of Capital Business Credit LLC, Endurance Specialty Insurance, Ltd. and Northwest Investments LLC. Mr. Perry is a member of the boards of trustees of Milton Academy, Facing History and Ourselves, Harlem Children's Zone and the University of Pennsylvania. Mr. Perry served as a director of Sears Holdings Corporation from September 2005 to May 2009. On July 21, 2009, Perry Corp. settled an administrative proceeding brought by the U.S. Securities and Exchange Commission ("SEC") pursuant to which, while neither admitting nor denying the charges, Perry Corp. agreed to the entry of a cease and desist order requiring future compliance with Section 13(d) under the Securities Exchange Act of 1934 and Rule 13d1 thereunder, a censure and payment of a $150,000 penalty. The order resolves an SEC inquiry into the acquisition of shares of Mylan Corporation in 2004. Additional information regarding the terms of the settlement can be found in SEC Administrative Proceeding Release No. 34-60351, dated July 21, 2009.

We believe Mr. Perry's qualifications to serve as a director of the Company include Mr. Perry's familiarity with the Company, as a result of his long standing investment in the Company and his extensive investment expertise.

Thomas A. Scully has served as Senior Counsel to the law firm of Alston & Bird and as a general partner of Welsh, Carson Anderson & Stowe since January 1, 2004. From May 2001 to January 2004, Mr. Scully served as Administrator of the Centers for Medicare & Medicaid Services, known as CMS. CMS is responsible for the management of Medicare and other national healthcare programs. Before joining CMS, Mr. Scully served as President and Chief Executive Officer of the Federation of American Hospitals beginning January 1995. From 1989 until 1993, Mr. Scully served in various positions in the

George H.W. Bush administration. Mr. Scully serves on the board of directors of Select Medical Corporation.

We believe Mr. Scully's qualifications to serve as a director of the Company include Mr. Scully's experience as Administrator of CMS that contributes his experience as a regulator of Medicare programs and extensive knowledge of health care law and policy, providing invaluable insight to the Board.

Robert A. Spass has served as a Director since July 1999. Mr. Spass is the Chairman of the Board, Chief Executive Officer, a Partner and co-founder of Capital Z. Prior to founding Capital Z in 1998, Mr. Spass was the Managing Partner and co-founder of Insurance Partners, L.P. from 1994 to 1998. Prior to the formation of Insurance Partners, L.P., Mr. Spass was President and CEO of International Insurance Advisors L.P. from 1990 to 1994. Prior to that, Mr. Spass was a Director of Investment Banking at Salomon Brothers from 1984 to 1990 and a Senior Manager for Peat Marwick Main & Co. from 1978 to 1984. Mr. Spass serves on the board of directors of Endurance Specialty Holdings, Ltd., and Lancashire Holdings Limited.

We believe Mr. Spass' qualifications to serve as a director of the Company include Mr. Spass' familiarity with the Company, as a result of his long standing investment in the Company and length of service as a member of the Board, coupled with his background as an experienced insurance industry investor and his extensive knowledge of the capital markets, particularly as they relate to the insurance industry.

Sean M. Traynor joined Welsh, Carson, Anderson & Stowe, known as WCAS, in 1999 and focuses on investments in the healthcare industry. Prior to joining WCAS, he worked in the healthcare and insurance investment banking groups at BT Alex. Brown. Previously, Mr. Traynor spent three years with Coopers & Lybrand. Mr. Traynor sits on the boards of Select Medical Corporation, Amerisafe, Inc., AGA Medical Holdings, Inc. and several privately-held companies.

We believe Mr. Traynor's qualifications to serve as a director of the Company include Mr. Traynor's experience as a private equity investor and healthcare investment banker that contributes his experience and expertise in capital markets, finance and related disciplines.

Christopher E. Wolfe is a Principal of Capital Z, where he focuses on investments in the insurance and banking industries. Prior to joining Capital Z in 2003, Mr. Wolfe worked in the mergers and acquisitions group at Credit Suisse First Boston. Mr. Wolfe also serves on the board of directors of Permanent General, a privately-held company.

We believe Mr. Wolfe's qualifications to serve as a director of the Company include Mr. Wolfe's experience as a private equity investor that contributes his experience and expertise in financial analysis, capital markets and related disciplines.

Robert F. Wright has served as a Director since June 1998. Mr. Wright has been President of Robert F. Wright Associates, Inc. since 1988. Prior to that, Mr. Wright was a senior partner of the public accounting firm of Arthur Andersen LLP. Mr. Wright is a director of Delphi Financial Group Inc., Reliance Standard Life Insurance Company and its affiliates, and The Navigators Group, Inc. (until his term expires on May 26, 2010) and has previously served as a director of USI Holdings Corporation.

We believe Mr. Wright's qualifications to serve as a director of the Company include Mr. Wright's familiarity with the Company, as a result of his length of service as a member of the Board, coupled with his years of business experience as a business consultant, his years of experience in the field of accounting and his experience in serving as a director and board committee member for a number of publicly-traded and other companies, including a number of companies in the insurance sector.

The vote of the holders of a majority of the voting stock present in person or represented by proxy shall decide whether the 14 nominees will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF
THE NOMINEES FOR DIRECTOR NAMED ABOVE

Universal American believes it is critical to have sound corporate governance principles that will be used for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and assuring compliance with such responsibilities and standards. We have adopted and implemented charters, policies, procedures, and controls that we believe promote and enhance corporate governance, accountability, and responsibility, and a culture of honesty and integrity.

Our board of directors oversees our business and affairs pursuant to the New York Business Corporation Law, our charter and our by-laws. Members of the board of directors keep informed of our business through discussions with the Chairman and Chief Executive Officer and with key members of management, by reviewing materials provided to them and by participating in board and committee meetings. We elect members of the board of directors annually. For a discussion of the individual experience and qualifications of our board members, please refer to the directors' biographical information contained in the section entitled "Proposal No. One: Election of Board of Directors" above.

Regular attendance at board meetings is expected of each director. Our board held 11 meetings during 2009. No director attended fewer than 75% of the aggregate of the total number of meetings of the board held during the period for which he or she served as a director, other than Mr. Harmeling. Our board holds regularly scheduled executive sessions consisting only of non-management directors. These executive sessions typically occur immediately following the regularly scheduled meetings of the board, and may occur at any other time and place as the non-management directors may determine. The non-management directors met in executive session at 3 of the 8 in-person board meetings in 2009.

The Board currently combines the roles of Chairman of the Board and Chief Executive Officer. Considering the Company's strong performance over the twenty-two year tenure under Mr. Barasch's leadership, the board believes that it benefits from Mr. Barasch's services in both roles. The board also believes that combining the chairman and chief executive officer roles fosters accountability, efficient decision-making, and unified leadership and direction for the board. Mr. Barasch is the director most familiar with our business and industry and, therefore, is believed by the board to be best suited to identify strategic priorities and lead the discussion and oversight of our corporate strategies. As a complement to this structure, as further discussed below, a majority of the board is composed of independent directors, who comprise all of the members of each of the board's committees and who have the opportunity to meet in executive session as part of each regular board and committee meeting. Such meetings facilitate an open dialogue between management and the independent directors, enabling them to exercise independent oversight and effectively express an independent perspective.

The board of directors is actively involved in oversight of risks that could materially affect the Company and its operations. This oversight is conducted primarily through the committees of the board, as disclosed in the descriptions of each of the committees below, but the full board has retained the responsibility for general oversight of risks. Pursuant to its charter, and in compliance with applicable NYSE listed company rules, the Audit Committee is responsible for discussing the Company's policies with respect to overall risk assessment and risk management. To accomplish this, the Audit Committee reviews the financial risks and adequacy of internal controls to mitigate risks that may be material to the Company. The Compliance and Quality Committee reviews with management the major legislative and regulatory developments which could materially impact the Company's risks. In addition, the Board of Directors has delegated to the Compensation Committee the responsibility of assessing the risks associated with the Company's compensation practices and policies for employees. Finally, the full board reviews risks that may be material to the Company, including those detailed in the various committees' reports and as disclosed in the Company's quarterly and annual reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful board-level attention to the Company's risk management process and system, the nature of the material risks faced by the Company, and the adequacy of the Company's risk management process and system designed to respond to and mitigate these risks.

The board of directors has determined that to be considered independent, a director may not have any direct or indirect material relationships with us. In making a determination of whether a material relationship exists, the board considers the director's commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships and all other relevant facts and circumstances. The board also reviewed the independence of our directors in accordance with the corporate governance standards for companies traded on the New York Stock Exchange set forth in Section 303A of the New York Stock Exchange Listed Company Manual.

Consistent with these considerations, the board has reviewed all relationships between us and the members of the board, and has affirmatively determined that a majority of our directors are independent within the meaning of the rules of New York Stock Exchange. These independent directors are Mses. Crawford and Lamel and Messrs. Averill, Etheridge, Gormley, Harmeling, McLaughlin, Perry, Scully, Traynor and Wright.

The board has determined that Mr. Barasch, our chief executive officer, is not an independent director.

Our Audit Committee consists of Messrs. McLaughlin and Wright and Ms. Lamel. The board has determined that each of the directors serving on the Audit Committee satisfies the independence standards set forth in our Audit Committee charter and is independent within the meaning of the applicable rules of the New York Stock Exchange and Rule 10A-3 of the Exchange Act.

Our Compensation Committee consists of Ms. Lamel and Messrs. Averill and Etheridge. The board has determined that each of the directors serving on the Compensation Committee satisfies the independence standards set forth in our Compensation Committee charter and is independent within the meaning of the applicable rules of the New York Stock Exchange.

Our Nominating and Governance Committee consists of Ms. Crawford and Messrs. Harmeling and Wright. The board has determined that each of the directors serving on the Nominating and Governance Committee satisfies the independence standards set forth in our Nominating and Governance Committee charter and are independent within the meaning of the applicable rules of the New York Stock Exchange.

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, and our subsidiaries' directors, officers and employees, and all directors, officers and employees of any other entities controlled by us. We also have adopted a Code of Ethics for Principal Executive and Senior Financial Officers that applies to our chief executive officer, chief financial officer and other principal officers designated by us, and was approved by the board. Our Code of Business Conduct and Ethics and our Code of Ethics for Principal Executive and Senior Financial Officers are posted on our website at www.universalamerican.com at the link entitled Investors, and is also available in print to any shareholder who requests a copy. We intend to disclose any substantive amendment to or waiver of the codes.

We have adopted Corporate Governance Guidelines that apply to our board of directors and our board committees. The Corporate Governance Guidelines are posted on our website at www.universalamerican.com at the link entitled Investors, and are also available in print to any shareholder who requests a copy. We intend to disclose any substantive amendment to or waiver of the Guidelines.

When our board meets in executive session, the presiding officer for the executive session rotates among the chairpersons of the three standing committees of the board that we are required to have under the Exchange Act and New York Stock Exchange rules, which consist of the Audit Committee, the Nominating & Governance Committee and the Compensation Committee.

The rules of the New York Stock Exchange require that we file annually a CEO's annual certification regarding the Exchange's corporate governance listing standards. Since we moved to the New York Stock Exchange in late 2007, we have filed the CEO's annual certification without qualification.

Shareholder and Other Interested Party Communications with the Board of Directors

We make every effort to ensure that the views of shareholders and other interested parties are heard by the board or individual directors, as applicable. Shareholders and other interested parties may communicate with the board, any of its constituent committees or any member thereof by means of a letter addressed to the board, its constituent committees or individual directors.

Upon receipt of an interested party communication that complies with the requirements identified above, the chairperson of the Nominating and Governance Committee of the board of directors will promptly deliver the communication to the appropriate board or committee member or members identified by the interested party as the intended recipient of the communication.

The chairperson of the Nominating and Governance Committee of the board of directors may, in his or her sole discretion and acting in good faith, provide copies of any interested party communication to any one or more of our directors and executive officers, except that in processing any interested party communication addressed to the independent directors, the chairperson of the Nominating & Governance Committee of the board of directors may not copy any member of management in forwarding the communication to the independent directors.

The board of directors had six standing committees in 2009: the Audit Committee, the Nominating & Governance Committee, the Compensation Committee, the Compliance & Quality Committee, the Investment Committee and the Government Bid Oversight Committee. The table below indicates the current membership of each board committee:

Under the shareholders agreement to which we are a party, the equity investors that are party to the agreement each have the right to designate one person to each of our committees, subject to applicable laws and regulations. In lieu of exercising that right, the equity investors have collectively named one director to serve as an observer on each of the Audit Committee, the Nominating and Governance Committee and the Compensation Committee, and have named one director to serve on

each of the Compliance and Quality Committee and the Investment Committee. The table above also sets forth the named observers for each committee.

The Audit Committee. The Audit Committee held 18 meetings during 2009. The Audit Committee's primary responsibilities are to oversee:

The report of the Audit Committee is set forth on page 25 of this proxy statement.

We established the Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee operates pursuant to a charter approved by the committee and the board. The Audit Committee charter is posted on our website at www.universalamerican.com at the link entitled Investors, and is also available in print to any shareholder who requests a copy.

The board of directors has determined that all members of the Audit Committee are financially literate and that Mr. Wright, chairman of our Audit Committee, qualifies as an "audit committee financial expert" as defined by Item 407(d) of Regulation S-K of the Exchange Act. In addition, the board has determined that Mr. Wright, Ms. Lamel and Mr. McLaughlin, who constitute all of the members of our Audit Committee, are independent within the meaning of the listing standards of the New York Stock Exchange and Rule 10A-3 of the Exchange Act.

None of our directors serves on the audit committee of more than three public companies.

The information contained in this proxy statement with respect to the Audit Committee charter and the independence of the members of the Audit Committee shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall the information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, known as the "Securities Act," or the Exchange Act, except to the extent that we specifically incorporate it by reference in a filing.

The Compensation Committee. The Compensation Committee held 3 meetings during 2009. The Compensation Committee:

The Compensation Committee Report is set forth on page 33 of this proxy statement.

The board of directors has determined that all members of the Compensation Committee are independent within the meaning of the listing standards of the New York Stock Exchange, "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, which we refer to as the "Code," and "non-employee directors" for purposes of Section 16 of the Exchange Act. The Compensation Committee operates pursuant to a charter approved by the committee and the

board. The Compensation Committee charter is posted on our website at www.universalamerican.com at the link entitled Investors, and is also available in print to any shareholder who requests a copy.

The Compensation Committee oversees the design and administration of our compensation programs and evaluates these compensation programs against competitive practices, legal and regulatory developments and corporate governance trends. The committee exercises significant discretion in setting compensation, and makes recommendations for ratification by the board of directors regarding total compensation for each executive officer, which the board then reviews and modifies or approves. As part of its processes and procedures for determining executive compensation, the Compensation Committee:

The Compensation Committee solicits significant input from our chairman and chief executive officer in determining compensation for other executive officers in order to gain his perspective on individual performance and contributions. The board makes the final determination of director compensation upon recommendation of the Compensation Committee.

The Compliance and Quality Committee. The Compliance and Quality Committee, which we formed in July 2008, held 4 meetings during 2009. The Compliance and Quality Committee operates pursuant to a charter approved by the committee and the board. The Compliance and Quality Committee assists the board in assessing and overseeing:

The Investment Committee. The Investment Committee held 12 meetings during 2009. The Investment Committee reviews our investment policy and guidelines and portfolio performance.

The Government Bid Oversight Committee. The Government Bid Oversight Committee was formed in September 2009 and no meetings were held in 2009. The Government Bid Oversight Committee reviews the assumptions used in preparing the various bids submitted annually to the Centers for Medicare & Medicaid Services.

The Nominating and Governance Committee. The Nominating and Governance Committee held 3 meetings during 2009. The Nominating and Governance Committee:

In performing its responsibilities, the Nominating and Governance Committee endeavors to maintain free and open communications between the members of the committee, other members of the board and our management. The Nominating and Governance Committee operates under a charter approved by the committee and the board. The Nominating and Governance Committee charter is posted on our website at www.universalamerican.com at the link entitled Investors, and is also available in print to any shareholder who requests a copy. The board of directors has determined that all members of the Nominating and Governance Committee are independent within the meaning of the listing standards of the New York Stock Exchange.

The Nominating and Governance Committee seeks to create a board that is strong in its collective judgment, skill, diversity, experience and business judgment. When the Nominating and Governance Committee reviews a potential new candidate, it looks specifically at individuals who have displayed high ethical standards, integrity and sound business judgment, taking into account the candidate's qualifications in light of our needs and the needs of the board at that time given the then current mix of director attributes, and the extent to which the candidate otherwise would be a desirable addition to the board and any committees of the board. The committee seeks to balance the following goals:

In evaluating current directors for re-nomination to the board, the Nominating and Governance Committee assesses the performance of each director, as well as our challenges and needs.

The Nominating and Governance Committee will review a summary of the nominee's qualifications, including materials provided by outside search firms or other parties. The committee

evaluates prospective nominees against the standards and qualifications set out in the Nominating and Governance Committee Charter, such as:

The Nominating and Governance Committee also considers other relevant factors as it deems appropriate, such as

The Nominating and Governance Committee makes a recommendation to the full board as to the persons who should be nominated by the board, and the board determines the nominees after considering the recommendation and report of the Nominating and Governance Committee.

The Nominating and Governance Committee will ensure that a majority of the directors on the board are independent in accordance with New York Stock Exchange listing criteria and applicable securities laws and regulations. It will also ensure that the members of the board maintain the requisite qualifications under New York Stock Exchange listing standards and SEC rules for membership on the Audit, Compensation, and Nominating and Governance Committees.

The committee will consider potential nominations for board membership suggested by its members and other directors, as well as by members of management and our shareholders. The Nominating and Governance Committee considers nominations for director made by our shareholders in accordance with the procedures for submission of proposals as described under "Corporate Governance—Shareholder and Other Interested Party Communications with the Board of Directors" and "Future Shareholder Proposals" in this proxy statement; however, a shareholder may nominate a person for election as a director at a meeting only if written notice of the shareholder's intent to make the nomination has been provided to our secretary as described under "Future Shareholder Proposals" in this proxy statement. The Nominating and Governance Committee will review and evaluate these shareholder nominations in the same manner as it evaluates all other nominees. In addition, we may, at the request of the committee, retain outside search firms to identify prospective board nominees.

Pursuant to the terms of the shareholders' agreement we entered into in September 2007, our board of directors increased its size from nine to 13 directors. Our board subsequently increased its size to 14 directors. The board consists of two directors, Messrs. Wolfe and Spass, designated by Capital Z, one director, Mr. Traynor, designated by WCAS X, one director, Mr. Gormley, designated by Lee-Universal, one director, Mr. Perry, designated by Perry, one director, Mr. Barasch, who is our chief executive officer, and eight additional directors who must each satisfy the criteria for independence under the rules of the principal stock exchange on which our common stock is listed, currently the New York Stock Exchange. Messrs. Gormley, Perry and Traynor also satisfy such independence criteria.

None of the entities that has the right to designate directors has changed its designation of the directors set forth above. The Nominating and Governance Committee has approved these nominees for director. Please see "Other Agreements and Documents—Stockholders' Agreement" for additional information regarding the stockholders' agreement.

Since January 1, 2009, no member of our Compensation Committee was engaged in a related party transaction with, or was an officer or employee of, us or our subsidiaries. There are no interlocking relationships involving our Compensation Committee and the board of directors or compensation committee of any other company which would require disclosure under the executive compensation rules of the SEC.

The general policy of the board is that compensation for independent directors should be a mix of cash and equity-based compensation. We do not pay management directors for board service in addition to their regular employee compensation. The Compensation Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. The board reviews the Compensation Committee's recommendations and determines the amount of director compensation.

		Effective July 1, 2009		June 30, 2009 and Prior

Annual Retainer		$	45,000	$	30,000
Options to purchase Common Stock, granted at annual meeting			12,600		10,000
Committee Chairman fees per year:
	Audit Committee Chair	$	20,000	$	10,000
	Investment Committee Chair	$	20,000	$	20,000
	Compensation Committee Chair	$	15,000	$	10,000
	Compliance and Quality Committee Chair	$	10,000	$	10,000
	Nominating and Corporate Governance Committee Chair	$	10,000	$	10,000
	Special Committee, if applicable	$	30,000	$	30,000
Committee Member fees per year:
	Audit Committee Member	$	10,000	$	10,000
	Special Committee Member, if applicable	$	20,000	$	20,000
Board Meeting Fees:
	In-person Meeting (per meeting)	$	1,500	$	1,500
	Telephonic Meeting (per meeting)	$	—	$	500
Committee Meeting Fees:
	In-person Meeting (per meeting)	$	1,000	$	1,000
	Telephonic Meeting (per meeting)	$	500	$	500

The following table shows the total compensation paid to our non-employee directors in 2009. All of our directors during 2009 other than Mr. Barasch were non-employee directors. Our non-employee directors who have been designated by equity investors pursuant to the shareholders' agreement to which we are a party have instructed us that all director compensation that we pay or issue to them will be paid to the entities that designated them to serve on our board, or to affiliates of those entities.

Name

Barry W. Averill		55,500	25,200	46,791	127,491
Sally W. Crawford		66,500	25,200	46,791	138,491
Matt Etheridge		60,000	25,200	46,791	131,991
Mark M. Harmeling		44,000	25,200	46,791	115,991
Linda H. Lamel		96,500	25,200	52,361	174,061
Patrick J. McLaughlin		97,000	25,200	46,791	168,991
Tom Scully(4)		1,500	—	—	1,500
Robert F. Wright		97,000	25,200	46,791	168,991
Capital Z:
	Eric W. Leathers(5)(6)	24,500	25,200	46,791	96,491
	Robert A. Spass(5)	47,500	25,200	46,791	119,491
	Christopher Wolfe(5)(6)	25,500	—	—	25,500
Lee Equity:
	Mark Gormley(5)	50,000	25,200	46,791	121,991
Perry Capital:
	Matt Etheridge(5)	—	—	—	—
	Richard Perry(5)(7)	42,000	25,200	46,791	113,991
	Jay Yang(5)(7)	10,500	—	—	10,500
WCAS:
	Tom Scully(4)(5)	50,500	25,200	46,791	122,491
	Sean Traynor(5)	47,500	25,200	46,791	119,491

			Exercise price for Option Awards		Closing Price on Grant Date		Grant Date Fair Value

Barry Averill	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Capital Z (Robert Spass)	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Capital Z (Leathers)	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Lee Equity (Mark Gormley)	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Linda Lamel	06/04/09	14,100	$	9.00	$	9.00	$	52,361
Mark Harmeling	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Matt Etheridge	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Patrick McLaughlin	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Perry Capital (Richard Perry)	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Robert Wright	06/04/09	12,600	$	9.00	$	9.00	$	46,791
Sally Crawford	06/04/09	12,600	$	9.00	$	9.00	$	46,791
WCAS (Tom Scully)	06/04/09	12,600	$	9.00	$	9.00	$	46,791
WCAS (Sean Traynor)	06/04/09	12,600	$	9.00	$	9.00	$	46,791

The Audit Committee of our board of directors serves as an independent and objective party to monitor and provide general oversight of our financial accounting and reporting process, selection of critical accounting policies, our system of internal control, our audit process for monitoring compliance with laws and regulations, and our standards of business conduct. The Audit Committee operates under a written amended charter originally adopted by the board of directors on June 7, 2000. The Audit Committee and the board approved a modified charter in connection with our move to the New York Stock Exchange, which became effective December 3, 2007. The Audit Committee charter is posted on our website at www.universalamerican.com at the link entitled Investors, and is also available in print to any shareholder who requests a copy. Among other matters, the Audit Committee, in its oversight role, periodically reviews and reassesses the adequacy of the charter and reviews and reassesses the performance of the Audit Committee thereunder at least annually.

The Audit Committee is comprised entirely of directors who meet the independence, financial experience and other qualification requirements of the New York Stock Exchange and applicable securities laws. During 2009, the members of the Audit Committee were Mr. Wright, who is the chairperson, Ms. Lamel and Mr. McLaughlin. The board of directors has determined that Mr. Wright is an "audit committee financial expert," as defined by SEC rules and regulations.

Our management has responsibility for preparing our financial statements, and our independent registered public accounting firm Ernst & Young LLP is responsible for auditing those financial statements. In this context, as part of its oversight of our financial statements, the Audit Committee has met with management and Ernst & Young to review and discuss all of our annual and quarterly financial statements prior to their issuance. This process includes an assessment of the quality, not just the acceptability, of the accounting principles utilized, the reasonableness of significant estimates and judgments, and the clarity of disclosures in the financial statements. During fiscal 2009, our management represented to the Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee also discussed with our management the process for certifications by our chief executive officer and chief financial officer, which is required by the SEC and the Sarbanes-Oxley Act of 2002 for specified filings with the SEC.

The Audit Committee discussed with Ernst & Young the matters required to be discussed pursuant to Statement on Auditing Standards No. 114, as currently in effect, and the Sarbanes-Oxley Act of 2002, and had the opportunity to ask Ernst & Young questions relating to these matters. With and without management present, the Audit Committee also reviewed and discussed the results of Ernst & Young's examination of the annual financial statements.

The Audit Committee reviewed and discussed with Ernst & Young that firm's independence and, as part of that review, received the written disclosures required by applicable professional and regulatory standards relating to Ernst & Young's independence pursuant to Public Company Accounting Oversight Board Rule 3526, Communications with Audit Committees Concerning Independence, as currently in effect. Ernst & Young provided a formal written statement to the Audit Committee describing all relationships between it and us that might bear on our independent registered public accounting firm's independence from us and our management. The Audit Committee also reviewed and pre-approved all fees paid to the independent registered public accounting firm. For additional information about the fees paid to Ernst & Young for services in fiscal years 2009 and 2008, see Fees and Expense of Independent Registered Public Accounting Firm. The Audit Committee considered whether Ernst & Young's provision of audit and non-audit services to us was compatible with its independence. The Audit Committee also discussed with management and Ernst & Young any

relationships that might have affected or may affect the independent registered public accounting firm's objectivity and independence. The Audit Committee concluded that Ernst & Young is independent from us and our management.

The Audit Committee reviewed with our internal auditor and independent registered public accounting firm the overall scope and plans for their respective audits for 2009. During 2009, the Audit Committee also reviewed key initiatives and programs aimed at strengthening the effectiveness of our internal and disclosure control structures. As part of this process, the Audit Committee continued to monitor the scope and adequacy of our internal auditing program and the steps taken to implement recommended improvements in internal controls and procedures. The Audit Committee also received regular updates from our internal auditor on internal control and business risks and compliance. The Audit Committee's meetings include, whenever appropriate, executive sessions with Ernst & Young and with our internal auditor, in each case without the presence of our management, to raise and discuss any issues or concerns they may have had about the adequacy and proper, timely functioning of our control, reporting, disclosure and compliance systems and procedures.

In performing all of these functions, the Audit Committee acted and continues to act only in an oversight capacity on behalf of the board of directors. In its oversight role, the Audit Committee necessarily relies on the procedures, work and assurances of management, which has the primary responsibility for financial statements and reports, and of Ernst & Young, which, in its report, expresses an opinion on the conformity of the audited financial statements to U. S. generally accepted accounting principles.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the board of directors, and the board has approved, that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2009, for filing with the SEC.

The foregoing Report of the Audit Committee does not constitute soliciting material and should not be deemed filed with the SEC or incorporated by reference into any of our prior or future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference therein.

Biographical information concerning Richard A. Barasch, our Chief Executive Officer, who also serves as the chairman of our board of directors, is set forth above under the caption "Proposal No. 1—Election of Board of Directors." Biographical information concerning our remaining executive officers is set forth below.

Theodore M. Carpenter, Jr., 62, has served as President of our Medicare Advantage division since May 2005, and was its Executive Vice President and Chief Operating Officer from 1999 to 2005. Prior to joining Heritage, Mr. Carpenter worked for Kaiser Permanente for over 20 years; his last five years as President of Kaiser Foundation Health Plan of North Carolina.

Gary Jacobs, 59, has served as our Senior Vice President, Corporate Development since 2002. He also has served as President of CHCS Services since 1995, Senior Vice President, Managed Care of American Pioneer and American Progressive, , and President of WorldNet Services Corp. All of these companies are our subsidiaries. Prior to joining us, Mr. Jacobs served as a franchisee and executive director of Staff Builders Home Health Care of Broward County and as President of HMI a Public HMO Management and Consulting Company.

Thomas J. Kilian, 59, has served as our Senior Vice President and as President of our Traditional division since January 2008. From July 2002 to May 2006 he was a member of the board of directors and served as President and Chief Executive Officer of Ceres Group, an insurance holding company in Cleveland, Ohio. Prior to that, from May 1989 to January 2002 he held various positions at Conseco, Inc. in Carmel, IN including Chief Information Officer, Chief Administrative Officer and President and COO.

Robert A. Waegelein, C.P.A., 49, has served as our Executive Vice President and Chief Financial Officer since October 1990 and has been Chief Financial Officer and a Director of each of our subsidiaries since they were acquired or organized. Prior to that, Mr. Waegelein, a certified public accountant, was employed by KPMG Peat Marwick LLP, our then independent public accountants, in positions of increasing responsibility, finally serving as Senior Manager.

John Wardle, 55, has served as our Senior Vice President, and as President of our Medicare Part D division, since March 2008. From March 2007 until March 2008 he was Senior Vice President, Medicare for CVS/Caremark, a pharmacy and pharmacy benefits management business, and for over three years prior to that he held Senior Vice President positions at PharmaCare Management Services, which merged into CVS/Caremark. Mr. Wardle has also been an independent consultant, and spent 10 years with UnitedHealth Group, Inc.

We believe that executives should be rewarded for current performance and further incentivized in recognition of their contributions to our long-term performance, and that the financial interests of our executive officers should be aligned with the interests of our shareholders. To that end, as described below, our Compensation Committee and board of directors have determined that our management should collectively acquire, through stock options, performance shares, and restricted stock award grants, at least a five-percent equity ownership stake in the Company, and that we should maintain at least this level of management equity ownership. In addition, to promote our overall philosophy and in recognition of the fact that the dynamic nature of our business requires a constantly evolving outlook on compensation, we take a flexible approach to determining the amount and composition of the compensation paid to our executive team, allowing us to effectively and efficiently attract, motivate, and

retain outstanding executives. As discussed below, our Compensation Committee has obtained and considered, and continues to obtain and consider, the expert advice of third-party independent compensation consultants and regularly solicits input from our Chief Executive Officer and other members of senior management, whose profound understanding of the strategic needs of our business makes them a necessary resource to assist the committee in establishing competitive pay packages that are in our best interests and the best interests of our shareholders.

In conjunction with our risk management processes, our Compensation Committee regularly reviews executive compensation and our company-wide compensation programs and policies to seek to eliminate or mitigate potential risks arising from such programs and policies, and to ensure that our compensation, structure, elements, and incentives are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee also seeks to ensure that our compensation programs are consistent with our general risk management practices and to ensure the safety and soundness of our Company over the market cycles that characterize our industry.

Our Compensation Committee meets regularly throughout the year, both in executive session and with members of management and third-party advisors present, and seeks to set compensation for our named executive officers that fits within our philosophy, addresses our strategic needs, and is competitive with our peer group. While our board of directors has delegated to the Compensation Committee substantial authority over compensation decisions, our full board is required to ratify decisions of the committee that are made with respect to the named executive officers and some of our other executive officers. The committee generally bases its determinations in respect of any given year, as described in more detail below, on reports prepared by compensation consultants, analysis by our Chief Executive Officer and the senior executive team, the committee's overall assessment of qualitative and quantitative corporate and individual criteria, and our broad-based compensation goals of reasonableness and appropriateness.

Although our Compensation Committee does not believe that it is appropriate to establish compensation levels based solely on benchmarking, we recognize that our compensation practices must be competitive in the marketplace of our peer competitors. In addition, in connection with our consideration of competition for executive talent, we consider the fact that there are relatively few available executives with the requisite experience and knowledge of our business, which limits the size of the pool of replacements for our existing executives and increases the need for retention of them. Our Compensation Committee determines annually the appropriate combination of cash and equity-based compensation for our officers and weighs the competitiveness of overall compensation paid to our executive officers in relation to our peer group. In addition, we structure our compensation so that senior managers understand that we expect them to contribute to the growth in value of the Company, and have therefore constructed our long-term incentive plan to provide appropriate rewards for growth in value.

Our Compensation Committee has the authority to employ outside advisors, experts and professionals to assist it in setting executive compensation. In 2008, the committee considered once again retaining a consultant to help determine appropriate measuring parameters for named executive officer compensation, as well as to perform a comparative compensation study reviewing market pay practices in the managed care and broader insurance industries. After meeting with and interviewing several consultants, the committee determined to engage Hewitt Associates LLC as our new compensation consultant. The committee consulted the analyses and results from Hewitt's 2008 review regarding industry trends, particularly with respect to bonus components for the Chief Executive Officer and Chief Financial Officer, and considered those analyses and results in setting our named

executive officers' 2009 compensation. Part of this project was to review the continued appropriateness of the peer group we established in 2006 and to finalize the committee's determination regarding the applicable performance metric to use in establishing the bonus pool for 2009 and future years. Furthermore, the committee determined 2009 base salaries in part based on Hewitt's peer group review in 2008 and early 2009.

As a health care and health and life insurance holding company, with an emphasis on providing a broad array of managed care and health insurance products and services to the growing senior population, in 2006 we considered for our peer group the universe of all publicly traded managed care companies and health and life insurance companies with market capitalizations from $100 million to $10 billion. From this group, we then selected those companies that are most comparable to us based upon various factors such as their lines of business, size based on both revenues and market capitalization, financial performance, and ownership structure. We ultimately selected the following thirteen publicly traded managed care and life or health insurance related companies:

As the committee deems necessary, we may prepare tally sheets for each of our executive officers and each of the executives in comparable positions at the peer group companies for the committee's review in determining year-end cash bonuses and setting current-year base salary and equity compensation. The tally sheets affix dollar amounts to current salary and bonus, equity awards, perquisites and the other components of our executive officers' compensation. With this information, our Compensation Committee is able to review and analyze compensation for each senior executive and make adjustments as appropriate. As part of its engagement by the committee, Hewitt created updated tally sheets for 2009 for purposes of making meaningful comparisons among the peer group.

Our Compensation Committee intends to reevaluate the composition of our peer group on an annual or biennial basis to ensure that the peer group accurately reflects our competitor companies, taking into account our own growth in size, revenue, and lines of business.

Due to the day-to-day interaction of our senior management with each other and our business, as well as their oversight roles, there is no substitute for their precise understanding of the needs of our business. As such, our Compensation Committee gives significant deference to their recommendations, and especially the recommendations of our Chief Executive Officer, with respect to compensating our

executive team. Our Chief Executive Officer attends at least a portion of all regular meetings of our Compensation Committee, and from time to time the Compensation Committee consults other members of senior management for their input and insight.

In 2009, our named executive officers received compensation packages consisting of a base salary, a cash bonus, equity-based incentive compensation in the form of stock options and restricted stock, performance shares, and perquisites and other benefits.

Competitive salaries are essential to recruiting and retaining qualified employees. Consistent with the process described above and with the aim of maintaining a reasonable level of internal pay equity, the Compensation Committee generally reviews base salaries in the first quarter of each year. Salary changes for our officers, if any, normally take effect on April 1^st of the applicable year. In 2009, our Compensation Committee determined each named executive officer should receive a baseline increase in base salary from 2008 to reflect a standard cost of living adjustment, plus an additional increase in the case of certain named executive officers to reflect particular circumstances. Specifically, Mr. Waegelein received a total increase of 10% because of his increased responsibilities that are beyond the scope of the Chief Financial Officer position among our peer group, and Messrs. Carpenter and Wardell received aggregate base salary increases of 20% to reflect the committee's view, in light of the Hewitt study, that this increase would result in a base salary that is more competitive with our peer group.

In line with our philosophy of rewarding contributions to Company performance, a significant component of executive compensation is our annual cash bonus program, which establishes a bonus pool that is funded based on satisfaction of objective company-performance measures. Target bonus amounts for the named executive officers for 2009 remained at 75%, or in the case of our Chief Executive Officer, 150%, of base salary, with such target bonus amounts established with the competitiveness of the executives' total pay package as a principal objective and consistent with the philosophy of the Compensation Committee to make a significant portion of the named executive officers' compensation based on performance.

Although achievement of our operating income target establishes a guideline funding level of the bonus pool, actual amounts paid to our named executive officers are in the discretion of the Compensation Committee based on its overall assessment of other qualitative and quantitative corporate and individual criteria, generally in accordance with the compensation-setting process described above. For the Chief Executive Officer, the relative weight given to performance measures was 75% to company performance and 25% to individual performance. For the Chief Financial Officer and the Chief Operating Officer, the relative weight given to each performance measure was 67% to company performance and 33% to individual performance. For the other named executive officers, the relative weight was 50% to each of the performance of their respective business units and individual performance.

Based upon a further analysis of the Company's compensation goals, as well as Hewitt's recommendations, the committee determined to return to operating income as the bonus metric for determining the company-performance component of 2009 bonus pool, which is defined as pre-tax income excluding investment gains and losses and certain non-recurring events, with 100% funding occurring upon achieving a target operating income for 2009 equal to $222.3 million. The actual bonus pool funding amount, and correspondingly, the company performance component of each named

executive officer's bonus, is increased or reduced by 1.5% for each 1.0% by which actual operating income exceeds or is less than, respectively, the target operating income. Based upon actual operating income of $242.8 million, the bonus pool for the company performance component for the named executive officers was 120.0% funded for 2009.

With respect to the individual performance component, the committee measured the performance of each of the named executive officers on a qualitative basis at its first meeting following the end of the 2009 fiscal year. With respect to each of the named executive officers, the committee considered several non-financial measures, as applicable, including their skills and capabilities generally, their contributions as a member of the management team, their individual contributions to our overall performance, their respective commitment to operational excellence, compliance, risk management, and regulatory integrity, the accomplishment of significant non-recurring tasks or projects, and their response to issues and opportunities that arise during the year. With respect to named executive officers other than the Chief Executive Officer and the Chief Financial Officer, the committee also considered the achievement of operating results at the business unit for which the named executive officer is primarily responsible. In addition to target business unit operating income, which is a component of the overall company operating income target described above, the committee generally considered improvement in operating income, adherence to compliance requirements, and general operational performance in light of current market conditions, each measured on a business-unit level, in determining the achievement of the individual component of a named executive officers bonus. In order to avoid allowing our competitors to ascertain our operating goals with respect to our business units, we are not providing the breakdown of business unit operating income targets or other applicable performance measures associated with each business unit, but believe that the measures are appropriate in terms of accomplishing both short-term and long-term business unit goals, and believe that the target performance set represented a fair measure of expected performance that would not be achieved simply by maintaining status quo.

With respect to 2009 bonuses, the Compensation Committee, in consultation with out Chief Executive Officer, determined to pay the portion of each named executive officer's bonus in excess of target in the form of restricted stock with a value equal to 120% of such excess. The committee believes that the payment of this excess portion in the form of equity will further promote our compensation goals and incentivize our executive team to increase shareholder value, and that the 20% premium further facilitates the achievement of these goals and is in recognition of the additional vesting conditions and risk of forfeiture applicable to restricted stock and potentially increased tax rates that will be experienced by the executives upon vesting in the future. In addition, the restricted shares vest over a period of 4 years, which encourages executive retention.

Each of our named executive officers is party to an employment agreement or offer letter that sets forth the general structure of the officer's annual bonus opportunity based on Company and personal goals as well as payment in both cash and our common stock. In recognition of the committee's efforts to promote our best interests through the cash bonus program described above and the equity program described below, as well as the fact that the purposes and incentives of our bonus and equity programs are substantially similar to those furthered by the applicable provisions of the employment agreements and offer letter, our named executive officers have waived such provisions to the extent they are inconsistent with our current compensation program.

We grant equity-based compensation to our executive officers pursuant to our 1998 Incentive Compensation Plan, as amended, because it directly links the value of compensation to the long-term results achieved for our shareholders. While we consider the level of past grants in making current equity award decisions, we generally do not consider wealth accumulation from the appreciation of past awards because we believe that wealth accumulation is the proper reward for an executive's

contributions to our performance and should not be offset against any incentives for future performance.

In 2006, our Compensation Committee commissioned a study from its compensation consultant to determine how our compensation plan compared to members of our peer group. The compensation consultant considered our historic equity grants as compared to those of our peers and concluded that we were significantly below the median of our peer group with respect to equity compensation. Executive equity awards have also not kept pace with our recent growth. On the basis of this analysis, the committee has determined to increase equity compensation from 2007 through the following several years, in a manner most efficient from tax, cost, and accounting perspectives, to increase the competitiveness of our compensation packages in comparison to the median of our peer group. In light of these conclusions, our Compensation Committee has determined that our executive team should collectively earn through the grant of equity awards at least a five-percent ownership interest in our Company, and continues to progress towards this goal.

In 2010, in recognition of 2009 performance, our Compensation Committee implemented its equity compensation program in the form of stock options with a 5-year term, vesting in four equal annual installments beginning with the date of grant, restricted stock, vesting in four equal annual installments beginning with the first anniversary of the date of grant, and performance shares, vesting and earned over a three-year period based upon the achievement of established performance goals.

With respect to performance shares granted during 2010, the committee established as the performance metric relative total shareholder return among a peer group. At the end of the applicable three-year performance cycle, the committee will assess the Company's total shareholder return relative to the members of the peer group based upon the average closing price of the Company's and peer group members' common stock during the month immediately following the end of the performance cycle (January 2013). Below the 2^nd quartile among the peer group, no performance shares will vest. If the Company's total shareholder return is within the 2^nd quartile among the peer group, 50% of the performance shares will vest and be earned; if within the 3^rd quartile, 100%—or the target number—of the performance shares will vest and be earned; and if within the 4^th quartile, 150% of the performance shares will vest and be earned. For purposes of the performance share program, the Compensation Committee determined to employ a peer group of companies that is different from the peer group set forth above for general compensation determinations, because this group is more consistent with our core business of health and managed care, and because in 2009, we completed the reinsurance of our total life and annuity business. This peer group consists Aetna Inc., CIGNA Corporation, UnitedHealth Group Incorporated, WellPoint, Inc., Coventry Health Care, Inc., Health Net, Inc., Humana Inc., AMERIGROUP Corporation, Centene Corporation, Molina Healthcare, Inc., Wellcare Health Plans, Inc., HealthSpring, Inc., and Triple-S Management Corporation.

Historically, we have not provided our executive officers with a significant number of perquisites or other benefits; however, we believe that those perquisites and other benefits that we do provide assist our executive officers in the performance of their duties and contribute to a well-rounded, competitive pay package.

In addition to perquisites that are unique to one or more named executive officers, such as car allowances, we offer the following benefits to our named executive officers and to all of our other eligible employees:

We believe severance and change in control benefits are essential to recruiting and retaining qualified senior management. The material terms of our severance benefits are described in the narrative section of this proxy statement under the caption "Potential Payments upon a Termination or Change in Control."

Section 162(m) of the Internal Revenue Code imposes a limit on the deductibility of compensation paid to named executive officers of public companies unless the compensation meets requirements for "performance-based" compensation. Our Compensation Committee believes that it is important for us to retain maximum flexibility in designing compensation programs that most effectively promote the achievement of our stated objectives. Therefore, while considering tax deductibility as one of the factors in determining compensation, we do not generally limit the amount of compensation to levels or types simply on account of potential deductibility. Our Compensation Committee does, however, consider alternative forms of compensation where available in order to preserve deductibility and promote tax and accounting efficiency consistent with our ultimate compensation goals.

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its reviews and discussion with management, our Compensation Committee recommended to our board of directors, and our board has approved, that the Compensation Discussion and Analysis be included in this Proxy Statement.

The following graph compares the cumulative total shareholder return on our common stock for the five years ending December 31, 2009 with the cumulative total return of the New York Stock Exchange Composite Index and the Morgan Stanley Health Care Payer Index, our peer group. The graph assumes an investment of $100 in each of our common stock, the NYSE Composite group, and the peer group on December 31, 2004. The shareholder return shown on the following graph is not indicative of future performance.

The graph assumes that the value of the investment in our common stock and in the above-referenced indices was $100 at December 31, 2004 and that all dividends were reinvested. The price of our common stock on December 31, 2004, on which the graph is based, was $15.47. The shareholder return shown on the following graph is not necessarily indicative of future performance.

Comparison of Cumulative Total Return Among
Universal American Corp's. Common Stock,
New York Stock Exchange Composite Index and
Morgan Stanley Health Care Payer Index

The following Summary Compensation Table sets forth the cash and non-cash compensation awarded to, earned by, or paid to our Chief Executive Officer and the Named Executive Officers for the fiscal year ended December 31, 2009.

Name and Principal Position

Richard A. Barasch	2009	948,461	1,408,500	766,116	1,377,000	14,593	4,514,670
Chairman & Chief	2008	857,444	147,860	367,200	1,195,147	14,143	2,581,794
Executive Officer	2007	798,340	1,803,005	2,675,250	—	13,993	5,290,588
Robert A. Waegelein	2009	488,458	674,254	342,736	354,578	13,975	1,874,000
Executive Vice President &	2008	449,481	143,824	183,600	307,750	13,525	1,098,180
Chief Financial Officer	2007	393,425	1,173,533	1,516,825	90,450	13,375	3,187,608
Theodore M. Carpenter, Jr.	2009	379,497	532,751	241,931	281,250	7,350	1,442,779
President of	2008	327,903	129,737	120,600	232,523	6,900	817,663
Medicare Advantage	2007	325,891	663,193	932,490	102,510	6,750	2,030,834
John Wardle	2009	380,000	532,751	241,931	281,250	7,350	1,443,283
President of	2008	232,692	97,200	62,571	238,000	6,900	637,363
Medicare Part D
Thomas J. Kilian	2009	358,202	332,999	161,287	208,019	7,350	1,067,858
President of	2008	302,965	103,850	95,719	180,547	6,900	689,981
Traditional Insurance

payments earned in year indicated. Non-equity incentive plan compensation amounts reflect the non-equity incentive plan compensation amounts paid for the indicated year's performance that we paid in the subsequent year.

(2): We awarded the Stock Awards and Option Awards under our 1998 Incentive Compensation Plan, as amended, which we describe in Note 22—"Stock-Based Compensation" of the notes to consolidated financial statements included under Item 8—"Financial Statements and Supplementary Data" in our annual report on Form 10-K for the year ended December 31, 2009.
(3): The amounts reported as Stock Awards represent the grant date fair value of restricted stock and performance share grants awarded to our named executive officers during the indicated year, computed in accordance with ASC 718, Compensation—Stock Compensation. Restricted stock vests ratably over four years at each anniversary of the grant. Performance shares cliff vest three years after date of grant. We determined the grant date fair value for the restricted stock awards by multiplying the number of restricted shares granted by the closing market price of a share of our common stock on the date of grant. We determined the grant date fair value for the performance share awards by multiplying the number of performance shares granted by the closing market price of a share of our common stock on the date of grant with this result multiplied by111.3%, the fair value multiplier calculated during the valuation of the 2009 performance shares using Monte Carlo simulation.

During 2009, the Board of Directors approved a performance share award program for certain officers. The performance shares are structured such that target shares are subject to a three-year cliff vesting period subject generally to the officers continued employment. The actual number of shares earned at the conclusion of the vesting period can vary from 0% to 150% of the target award, based on our total shareholder return relative to a group of peer companies that were selected prior to the award.
(4): The amounts reported as Option Awards represent the grant date fair value of stock option grants awarded to our names executive officers during 2009 computed in accordance with ASC 718, Compensation—Stock Compensation. We based the exercise price for these options on the closing market price of a share of Universal American Corp. common stock on the grant date. Subject generally to the officers continued employment, these options vest 25% upon grant and 25% at each of the next three anniversaries and expire after five years.

We determined the grant date fair value for the option awards granted in 2009 using a Black-Scholes stock option valuation model based on the weighted average assumptions set forth in the table below. We determined the historical daily measurement of volatility based on the expected life of the option granted. We determined the risk-free interest rate by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. We determined the expected life by reference to our historical experience.

The following table sets forth the awards granted pursuant to our equity and non-equity incentive plans in fiscal year 2009.



																		Option Awards: Number of Securities Underlying Options (#)(5)(6)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)									Exercise or Base Price of Option Awards ($/Sh)		Closing Market Price on Grant Date ($/Sh)
Name	Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)					Exercise or Base Price of Option Awards ($/Sh)		Closing Market Price on Grant Date ($/Sh)
Richard A. Barasch		2/11/2009		2/11/2009		826,200		1,377,000		1,808,139		189,600		316,000		414,940
		2/11/2009		2/11/2009															190,000		10.47		10.47	766,116
		2/11/2009		2/11/2009													34,384						10.47	360,000
		2/11/2009		2/11/2009													90,000						10.47	1,048,500
Robert A. Waegelein		2/11/2009		2/11/2009		212,747		354,578		465,596		84,000		140,000		183,834
		2/11/2009		2/11/2009															85,000		10.47		10.47	342,736
		2/11/2009		2/11/2009													14,327						10.47	150,004
		2/11/2009		2/11/2009													45,000						10.47	524,250
Theodore M. Carpenter, Jr.		2/11/2009		2/11/2009		168,750		281,250		369,309		64,500		107,500		141,158
		2/11/2009		2/11/2009															60,000		10.47		10.47	241,931
		2/11/2009		2/11/2009													11,939						10.47	125,001
		2/11/2009		2/11/2009													35,000						10.47	407,750
John Wardle		2/11/2009		2/11/2009		168,750		281,250		369,309		64,500		107,500		141,158
		2/11/2009		2/11/2009															60,000		10.47		10.47	241,931
		2/11/2009		2/11/2009													11,939						10.47	125,001
		2/11/2009		2/11/2009													35,000						10.47	407,750
Thomas J. Kilian		2/11/2009		2/11/2009		124,811		208,019		273,149		42,000		70,000		91,917
		2/11/2009		2/11/2009															40,000		10.47		10.47	161,287
		2/11/2009		2/11/2009													9,551						10.47	99,999
		2/11/2009		2/11/2009													20,000						10.47	233,000

(1): We have reflected the actual payment of incentive compensation in the Summary Compensation Table. Please see the "Compensation Discussion and Analysis" section of this proxy statement for a discussion of incentive compensation for our named executive officers.
(2): In addition to the non-equity incentive plan discussed in (1) above, an equity incentive plan is also available to our named executive officers. Please see the "Compensation Discussion and Analysis" section of this proxy statement for a discussion of incentive compensation for our named executive officers.
(3): Reflects awards of restricted stock and performance shares pursuant to our 1998 Incentive Compensation Plan during 2009. The award in February 2009 was for 2008 performance. The restricted stock vests ratably over a four year period, one-fourth on each anniversary date. The performance shares have three-year cliff vesting. Any termination, including retirement prior to vesting, results in forfeiture of the unvested portion of either award. A participant granted restricted stock or performance shares has all of the rights of a shareholder, such as the right to vote the restricted stock and the right to receive dividends on the restricted stock upon its vesting.
(4): We granted awards of restricted stock and performance shares for 2009 performance under our 1998 Incentive Compensation Plan on February 12, 2010. These awards are not included in the table above, but have the same vesting terms as the prior year awards. The actual number of performance shares earned at the conclusion of the vesting period can vary from 0% to 150% of the target award, based on our total shareholder return relative to a group of peer companies that were selected prior to the award.

				Closing Price on Grant Date		Grant Date Fair Value

Restricted Stock
	Richard A. Barasch	2/12/2010	55,625	$	13.71	$	762,619
	Robert A. Waegelein	2/12/2010	21,940	$	13.71	$	300,797
	Theodore M. Carpenter, Jr.	2/12/2010	15,866	$	13.71	$	217,523
	John Wardle	2/12/2010	17,930	$	13.71	$	245,820
	Thomas J. Kilian	2/12/2010	7,294	$	13.71	$	100,001
Performance Shares
	Richard A. Barasch	2/12/2010	90,000	$	13.71	$	1,409,400
	Robert A. Waegelein	2/12/2010	45,000	$	13.71	$	704,700
	Theodore M. Carpenter, Jr.	2/12/2010	35,000	$	13.71	$	548,100
	John Wardle	2/12/2010	35,000	$	13.71	$	548,100
	Thomas J. Kilian	2/12/2010	15,000	$	13.71	$	234,900

(5): The amounts reported as Option Awards represent the number of shares underlying the stock option grants awarded during 2009. On February 12, 2009, we awarded executive officers non-qualified options for 2008 performance. These options vest 25% upon grant and 25% at each of the next three anniversaries and expire after seven years. The exercise price is based on the closing market price of a share of our common stock on the grant date. We awarded the grants under our 1998 Incentive Compensation Plan, as amended, which is described in Note 22—"Stock-Based Compensation" of the notes to consolidated financial statements included under Item 8—"Financial Statements and Supplementary Data" in our annual report on Form 10-K for the year ended December 31, 2009.

We determined the grant date fair value reported in this column for the awards as of the option's grant date using a Black-Scholes stock option valuation model based on the weighted average assumptions set forth in the table below. We determined the historical daily measurement of volatility based on the expected life of the option granted. We determined the risk-free interest rate by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. We determined the expected life by reference to our historical experience.

	Annual— Regular 2009

Dividend yield		—	%
Volatility		51.21	%
Risk-free interest rate		1.54	%
Expected life (years)		3.5
Grant Date Fair value/share	$	4.03

(6): On February 12, 2010, we awarded executive officers non-qualified options pursuant to our 1998 Incentive Compensation plan for 2009 performance. The grant date reflects the date of the board of directors meeting at which the board ratified the Compensation Committee's recommendation for annual equity compensation grants. The options vest 25% upon grant and 25% at each of the next three anniversaries and expire after five years. We based the exercise price for the options on the closing market price of a share of our common stock on the grant date. A summary of the 2010 option grants for 2009 performance is set forth below.

			Exercise Price for Option Awards		Closing Price on Grant Date		Grant Date Fair Value

Richard A. Barasch	2/12/2010	150,000	$	13.71	$	13.71	$	814,131
Robert A. Waegelein	2/12/2010	70,000	$	13.71	$	13.71	$	379,928
Theodore M. Carpenter, Jr.	2/12/2010	45,000	$	13.71	$	13.71	$	244,239
John Wardle	2/12/2010	45,000	$	13.71	$	13.71	$	244,239
Thomas J. Kilian	2/12/2010	30,000	$	13.71	$	13.71	$	162,826

: The grant date fair value reflects the ASC 718 value of the award. For the purposes of determining the fair value of stock option awards, we use the Black-Scholes option pricing model and the weighted average assumptions set forth in the table below. We determined the historical daily measurement of volatility based on the expected life of the option granted. We determined the risk-free interest rate by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. We determined the expected life by reference to our historical experience.

	Regular

Dividend yield		—	%
Volatility		54.54	%
Risk-free interest rate		1.87	%
Expected life (years)		3.25
Grant Date Fair value/share	$	5.43

(7): We determined the aggregate grant date fair value of restricted stock awards by multiplying the number of restricted shares granted by the per share closing market price, as reported by the NYSE, as applicable, of our common stock on the grant date.

We determined the grant date fair value for the performance share awards by multiplying the number of performance shares granted by the closing market price of a share of our common stock on the date of grant and by a fair value multliplier calculated during the valuation of the performance shares using Monte Carlo simulation. The fair value multiplier for the 2010 awards was 114.2%

The following table sets forth the equity awards to our named executive officers pursuant to our equity and non-equity incentive plans that were outstanding at the end of fiscal year 2009.

	Option Awards										Stock Awards				Equity Incentive Plan Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Richard A. Barasch(1)		25,000		—		—	$	4.09		4/1/2010		—		—
		12,500		—		—	$	4.09		4/1/2010		—		—
		25,000		—		—	$	3.88		2/28/2011		—		—
		12,500		—		—	$	3.88		2/28/2011		—		—
		25,000		—		—	$	6.45		3/28/2012		—		—
		13,417		—		—	$	5.57		4/1/2013		—		—
		90,000		30,000		—	$	18.47		2/12/2014		—		—
		15,625		—		—	$	18.47		2/12/2014		—		—
		15,625		—		—	$	20.32		2/12/2014		—		—
		—		15,625		—	$	22.35		2/12/2014		—		—
		—		15,625		—	$	24.58		2/12/2014		—		—
		15,000		15,000		—	$	21.15		6/14/2014		—		—
		65,000		65,000			$	23.83		10/25/2014
		45,000		45,000			$	14.00		3/28/2015
		15,625		—			$	14.00		3/28/2015
		—		15,625			$	15.40		3/28/2015
		—		15,625			$	16.94		3/28/2015
		—		15,625			$	18.63		3/28/2015
		47,500		142,500			$	10.47		2/11/2014
												34,384		402,293
												10,715		125,360
												25,000		292,500
												5,000		58,500
												10,829		126,699
												2,443		28,583
																90,000		1,053,000

	Option Awards									Stock Awards				Equity Incentive Plan Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Robert A. Waegelein(1)		25,000		—		$	4.09		4/1/2010		—		—
		12,500		—		$	4.09		4/1/2010		—		—
		25,000		—		$	3.88		2/28/2011		—		—
		12,500		—		$	3.88		2/28/2011		—		—
		45,000		—		$	6.45		3/28/2012		—		—
		25,000		—		$	5.57		4/1/2013		—		—
		45,000		15,000		$	18.47		2/12/2014		—		—
		7,812		—		$	18.47		2/12/2014		—		—
		7,813		—		$	20.32		2/12/2014		—		—
		—		7,812		$	22.35		2/12/2014		—		—
		—		7,813		$	24.58		2/12/2014		—		—
		10,000		10,000		$	21.15		6/14/2014		—		—
		40,000		40,000		$	23.83		10/25/2014		—		—
		22,500		22,500		$	14.00		3/28/2015		—		—
		7,812		—		$	14.00		3/28/2015		—		—
		—		7,813		$	15.40		3/28/2015		—		—
		—		7,812		$	16.94		3/28/2015		—		—
		—		7,813		$	18.63		3/28/2015		—		—
		21,250		63,750		$	10.47		2/11/2014		—		—
											14,327		167,626
											10,422		121,937
											15,000		175,500
											3,750		43,875
											8,121		95,016
											2,443		28,583
															45,000		526,500
Theodore M. Carpenter, Jr.		60,000		—		$	10.70		5/28/2014		—		—
		27,000		9,000		$	18.47		2/12/2014		—		—
		4,687		—		$	18.47		2/12/2014		—		—
		4,688		—		$	20.32		2/12/2014		—		—
		—		4,687		$	22.35		2/12/2014		—		—
		—		4,688		$	24.58		2/12/2014		—		—
		6,250		6,250		$	21.15		6/14/2014		—		—
		25,000		25,000		$	23.83		10/25/2014		—		—
		15,000		15,000		$	14.00		3/28/2015		—		—
		5,000		—		$	14.00		3/28/2015		—		—
		—		5,000		$	15.40		3/28/2015		—		—
		—		5,000		$	16.94		3/28/2015		—		—
		—		5,000		$	18.63		3/28/2015		—		—
		15,000		45,000		$	10.47		2/11/2014
											11,939		139,686
											9,401		109,992
											7,500		87,750
											2,500		29,250
											5,414		63,344
											2,035		23,810
															35,000		409,500
John Wardle		3,750		11,250		$	12.96		3/10/2013
		15,000		45,000		$	10.47		2/11/2014
											11,939		139,686
											5,625		65,813
															35,000		409,500

	Option Awards									Stock Awards				Equity Incentive Plan Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Tom Kilian		3,750		11,250		$	20.77		1/30/2013
		10,000		30,000		$	10.47		2/11/2014
											9,551		111,747
											3,750		43,875
															20,000		234,000

The following table sets forth the number and value received upon option exercises during fiscal year 2009 and the value of other stock awards that vested during fiscal year 2009.

We have entered into employment arrangements through employment agreements or offer letters with each of our named executive officers, other than Mr. Kilian. These employment arrangements provide severance benefits in the event of termination of employment. Regardless of the manner in which a named executive officer's employment terminates, he is entitled to receive amounts earned, but

not yet then paid, during his term of employment, principally base salary and amounts accrued and vested through our 401(k) Savings Plan. In addition, except as provided in the tables below, each named executive officer is eligible to receive vested equity awards upon a termination of employment for any reason. Each named executive officer is subject to a non-competition covenant under his employment agreement. Each named executive officer has 90 days following termination for cause or resignation without good reason to exercise vested stock options, but in no event may this period exceed the expiration date of the option.

The following tables provide information on potential benefits that each named executive officer could receive under the employment agreements under various termination scenarios, calculated as if any termination occurred on December 31, 2009. We would only be able to determine the actual amounts paid to any named executive officer at the time of the executive's separation from us.

Benefits and payments upon termination(1)

Severance:
	Base Salary(2)	—		—		—		—		1,836,000	(3)	1,836,000	(3)	3,672,000	(4)
	Cash Bonus	—		—		1,377,000	(5)	1,377,000	(5)	918,000	(5)(6)	918,000	(5)(6)	918,000	(5)(6)
Accelerated Vesting:
	Stock Options	—		—		—		—		175,275	(7)	175,275	(7)	1,476,934	(7)
	Restricted stock	—		—		—		—		1,033,935	(7)	1,033,935	(7)	1,033,935	(7)
Health, life and other benefits		—		—		—		—		24,810	(8)	24,810	(8)	24,810	(8)
Tax Gross up		—		—		—		—		—		—		—	(9)

Subtotal Termination related payments		—		—		1,377,000		1,377,000		3,988,020		3,988,020		7,125,679
Fair Value of Currently Vested Stock Options(10)		1,032,183	(11)	1,032,183	(11)	1,032,183	(12)	1,032,183	(13)	1,032,183	(11)	1,032,183	(11)	1,032,183	(11)

Total		1,032,183		1,032,183		2,409,183		2,409,183		5,020,203		5,020,203		8,157,862

(1)

Assumes termination of employment for any reason within 12 months following a change in control.

(2)

Executive entitled to earned but unpaid base salary through date of termination. All earned base salary would have been paid on December 31, 2009.

(3)

Executive entitled to a lump sum payment equal to 200% of base salary, in addition to bonus in (5) below.

(4)

Executive entitled to a lump sum payment equal to 400% of base salary.

(5)

Executive entitled to receive a pro rata portion of any bonus that the executive would have been entitled to receive in the year based upon the percentage of the calendar year that shall have elapsed through the date of executive's termination of employment, payable when the bonus would have otherwise been payable had the executive's employment not terminated.

(6)

Executive entitled to a lump sum payment equal to lesser of bonus for fiscal year prior to termination or base salary (base salary used in table above).

(7)

Executive entitled to accelerated vesting of all unvested equity awards as set forth below under "Value of Unvested Options and Restricted Stock upon Termination" following the final potential payments upon termination or change-in-control table.

(8)

Executive entitled to 24 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.

(9)

The employment agreement provides that in the event it is determined that

•: any payment, benefit or distribution, or any acceleration of vesting, or any combination, by us for the benefit of the executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, which relates to payments that are contingent on a change in ownership or effective control of, or the ownership of a substantial portion of the assets of, a corporation, or
•: any interest or penalties are incurred by the executive with respect to the excise tax,

the executive will be entitled to receive an additional gross-up payment in an amount equal to the sum of

•: the excise tax on any payment, which we call the first round excise tax plus
•: any income taxes on the portion of the first round excise tax relating solely to the acceleration of the executive's stock options plus
•: any excise tax imposed on the portion of the first round excise tax relating solely to the acceleration of the executive's stock options.

Based on the estimated value of benefits and payments due for termination upon change in control as of December 31, 2009, no such payment would be due.

(10)

Executive entitled to all vested equity awards as set forth below under "Value of Vested Equity Awards" following "Value of Unvested Options and Restricted Stock upon Termination."

(11)

Executive has 90 days to exercise vested stock options, but this period may not exceed the expiration date of the option.

(12)

Executive has one year following termination by death or disability to exercise vested stock options, but this period may not exceed the expiration date of the option.

(13)

Executive has four years following termination for retirement to exercise vested stock options, but this period may not exceed the expiration date of the option.

Benefits and payments upon termination(1)

Severance:
	Base Salary(2)	—		—		—		—		472,770	(3)	472,770	(3)	709,155	(4)
	Cash Bonus	—		—		354,578	(5)	354,578	(5)	354,578	(5)	354,578	(5)	354,578	(5)
Accelerated Vesting:
	Stock Options	—		—		—		—						1,065,112	(6)
	Restricted stock	—		—		—		—						632,537	(6)
Health, life and other benefits		—		—		—		—		19,571	(7)	19,571	(7)	26,095	(8)
Tax Gross up		—		—		—		—

Subtotal Termination related payments		—		—		354,578		354,578		846,919		846,919		2,787,476
Fair Value of Currently Vested Stock Options(9)		950,863	(10)	950,863	(10)	950,863	(11)	950,863	(11)	950,863	(10)	950,863	(10)	950,863	(10)

Total		950,863		950,863		1,305,441		1,305,441		1,797,782		1,797,782		3,738,339

(1): Assumes termination of employment for any reason within 12 months following a change in control.
(2): Executive entitled to earned but unpaid base salary through date of termination. All earned base salary would have been paid on December 31, 2009.
(3): Executive entitled to a lump sum payment equal to 100% of base salary.
(4): Executive entitled to a lump sum payment equal to 150% of base salary.
(5): Executive is entitled to receive a pro rata portion of any bonus that the executive would have been entitled to receive in the year based upon the percentage of the calendar year that shall have elapsed through the date of executive's termination of employment, payable when the bonus would have otherwise been payable had the executive's employment not terminated.
(6): Executive entitled to accelerated vesting of all unvested equity awards as set forth below under "Value of Unvested Options and Restricted Stock upon Termination" following the final potential payments upon termination or change-in-control table.
(7): Executive entitled to 18 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(8): Executive entitled to 24 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(9): Executive entitled to all vested equity awards as set forth below under "Value of Vested Equity Awards" following "Value of Unvested Options and Restricted Stock upon Termination."
(10): Executive has 90 days following termination to exercise vested stock options, but this period may not exceed the expiration date of the option.
(11): Executive has one year following termination by death or disability to exercise vested stock options, but this period may not exceed the expiration date of the option.

Benefits and payments upon termination(1)

Compensation:
	Base Salary(2)	—		—		—		—		750,000	(3)	750,000	(3)	—
	Cash Bonus	—		—		281,250	(4)	281,250	(4)	281,250	(4)	281,250	(4)	281,250	(4)
Accelerated Vesting:
	Stock Options	—		—		—		—		—		—		570,150	(5)
	Restricted stock	—		—		—		—		—		—		453,831	(5)
Health, life and other benefits		—		—		—		—		9,849	(6)	9,849	(6)	—
Tax Gross up		—		—		—		—

Subtotal Termination related payments		—		—		281,250		281,250		1,041,099		1,041,099		1,305,231
Fair Value of Currently Vested Stock Options(7)		799,050	(8)	799,050	(8)	799,050	(9)	799,050	(9)	799,050	(8)	799,050	(8)	799,050	(8)

Total		799,050		799,050		1,080,300		1,080,300		1,840,149		1,840,149		2,104,281

(4): Executive is entitled to receive a pro rata portion of any bonus that the executive would have been entitled to receive in the year based upon the percentage of the calendar year that shall have elapsed through the date of executive's termination of employment, payable when the bonus would have otherwise been payable had the executive's employment not terminated.
(5): Executive entitled to accelerated vesting of all unvested equity awards as set forth below under "Value of Unvested Options and Restricted Stock upon Termination" following the final potential payments upon termination or change-in-control table.
(6): Executive entitled to 12 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(7): Executive entitled to all vested equity awards as set forth below under "Value of Vested Equity Awards" following "Value of Unvested Options and Restricted Stock upon Termination."
(8): Executive has 90 days following termination to exercise vested stock options, but this period may not exceed the expiration date of the option.
(9): Executive has one year following termination by death or disability to exercise vested stock options, but this period may not exceed the expiration date of the option.

Benefits and payments upon termination(1)

Compensation:
	Base Salary(2)	—		—		—		—		375,000	(3)	375,000	(3)	562,500	(4)
	Cash Bonus	—		—		281,250	(5)	281,250	(5)	281,250	(5)	281,250	(5)	281,250	(5)
Accelerated Vesting:
	Stock Options	—		—		—		—		—		—		312,750	(6)
	Restricted stock	—		—		—		—		—		—		205,499	(6)
Health, life and other benefits		—		—		—		—		1,122	(7)	1,122	(7)	1,683	(8)
Tax Gross up		—		—		—		—		—		—		—

Subtotal Termination related payments		—		—		281,250		281,250		657,372		657,372		1,363,682
Fair Value of Currently Vested Stock Options(9)		157,050	(10)	157,050	(10)	157,050	(11)	157,050	(11)	157,050	(10)	157,050	(10)	157,050	(10)

Total		157,050		157,050		438,300		438,300		814,422		814,422		1,520,732

(1): The named executive officer has 90 days following termination for cause or resignation without good reason to exercise vested stock options, but this period may not exceed the expiration date of the option.
(2): Executive entitled to earned but unpaid base salary through date of termination. All earned base salary would have been paid on December 31, 2009.
(3): Executive entitled to a lump sum payment equal to 100% of base salary.
(4): Executive entitled to a lump sum payment equal to 150% of base salary.
(5): Executive is entitled to receive a pro rata portion of any bonus that the executive would have been entitled to receive in the year based upon the percentage of the calendar year that shall have elapsed through the date of executive's termination of employment, payable when the bonus would have otherwise been payable had the executive's employment not terminated.
(6): Executive entitled to accelerated vesting of all unvested equity awards as set forth below under "Value of Unvested Options and Restricted Stock upon Termination" following the final potential payments upon termination or change-in-control table.
(7): Executive entitled to 12 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(8): Executive entitled to 18 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(9): Executive entitled to all vested equity awards as set forth below under "Value of Vested Equity Awards" following "Value of Unvested Options and Restricted Stock upon Termination."
(10): Executive has 90 days following termination to exercise vested stock options, but this period may not exceed the expiration date of the option.
(11): Executive has one year following termination by death or disability to exercise vested stock options, but this period may not exceed the expiration date of the option.

Benefits and payments upon termination(1)

Compensation:
	Base Salary(2)	—		—		—		—		346,698	(3)	346,698	(3)	520,047	(4)
	Cash Bonus	—		—		208,019	(5)	208,019	(5)	208,019	(5)	208,019	(5)	208,019	(5)
Accelerated Vesting:
	Stock Options	—		—		—		—		—		—		208,500	(6)
	Restricted stock	—		—		—		—		—		—		155,622	(6)
Health, life and other benefits		—		—		—		—		9,219	(7)	9,219	(7)	13,828	(8)
Tax Gross up		—		—		—		—		—		—		—

Subtotal Termination related payments		—		—		208,019		208,019		563,936		563,936		1,106,016
Fair Value of Currently Vested Stock Options(9)		104,700	(10)	104,700	(10)	104,700	(11)	104,700	(11)	104,700	(10)	104,700	(10)	104,700	(10)

Total		104,700		104,700		312,719		312,719		668,636		668,636		1,210,716

(1): The named executive officer has 90 days following termination for cause or resignation without good reason to exercise vested stock options, but this period may not exceed the expiration date of the option.
(2): Executive entitled to earned but unpaid base salary through date of termination. All earned base salary would have been paid on December 31, 2009.
(3): Executive entitled to a lump sum payment equal to 100% of base salary.
(4): Executive entitled to a lump sum payment equal to 150% of base salary.
(5): Executive is entitled to receive a pro rata portion of any bonus that the executive would have been entitled to receive in the year based upon the percentage of the calendar year that shall have elapsed through the date of executive's termination of employment, payable when the bonus would have otherwise been payable had the executive's employment not terminated.
(6): Executive entitled to accelerated vesting of all unvested equity awards as set forth below under "Value of Unvested Options and Restricted Stock upon Termination" following the final potential payments upon termination or change-in-control table.
(7): Executive entitled to 12 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(8): Executive entitled to 18 months coverage under senior executive welfare benefit plans, including health, life and other benefits. The table reflects the value of the premium for the period of coverage, and excludes any amount payable under death benefits for the policies.
(9): Executive entitled to all vested equity awards as set forth below under "Value of Vested Equity Awards" following "Value of Unvested Options and Restricted Stock upon Termination."
(10): Executive has 90 days following termination to exercise vested stock options, but this period may not exceed the expiration date of the option.
(11): Executive has one year following termination by death or disability to exercise vested stock options, but this period may not exceed the expiration date of the option.

Each of the named executive officers would be entitled to all vested equity awards upon termination as set forth below:

Each of the named executive officers would be entitled to accelerated vesting of all unvested equity awards as set forth below under the circumstances described in the tables above.

The value of the named executive officers' unvested options as of December 31, 2009 is as follows:

(1)

The intrinsic value of options is based on the excess of the closing stock price at December 31, 2009 over the exercise price. Our stock price has increased somewhat since that date, increasing the value of vested and unvested options.

(2)

In the event of a change in control, as defined by our 1998 Incentive Compensation Plan, any award carrying a right to exercise that was not previously exercisable and vested will become fully exercisable and vested as of the time of the change in control.

Any optionee who holds an option will be entitled to elect, during the 60-day period immediately following a change in control, in lieu of acquiring the shares of stock covered by the option, to receive, and we will be obligated to pay as soon as practicable, initially determinable payments and thereafter any supplemental payments then due, in cash, the excess of the change in control price over the exercise price of the option, multiplied by the number of shares of stock covered by the option.

The "change in control price" means an amount in cash equal to the higher of

•: the amount of cash and fair market value of property that is the highest price per share paid, and reflecting extraordinary dividends, in any transaction triggering the change in control or any liquidation of shares following a sale of substantially all of our assets, or
•: the highest fair market value per share at any time during the 60 day period preceding and 60 day period following the change in control.

The highest price of our common stock in the 60 day period preceding or following December 31, 2009 was $15.99.

The value of the named executive officers' unvested restricted stock as of December 31, 2009 is as follows:

The value of the named executive officers' unvested performance shares as of December 31, 2009 is as follows:

Our Audit Committee is responsible for the review and approval of any transaction, relationship or arrangement in which we are a participant and that involves board members, our executive officers, beneficial owners of more than 5% of our common stock, their immediate family members, domestic partners and companies in which they have a material interest. We refer to these as related party transactions and to the persons or entities involved as related persons. Our Audit Committee evaluates related party transactions for purposes of recommending to the disinterested members of the board that the transactions are fair, reasonable and within our policies and practices and should be approved or ratified.

Under our Code of Business Conduct and Ethics, our directors and employees must report any circumstances that may create or appear to create a conflict between us and the interests of the related person, regardless of the amount involved. Our directors and executive officers must also periodically confirm information about related person transactions.

Except as set forth below, we do not have any written standards for approving related party transactions. However, the Audit Committee only approves a related party transaction if it believes the transaction is in our and our shareholders' best interest. The Audit Committee considers the appropriateness of any related party transaction in light of all relevant factors including:

In addition, in connection with the settlement of a purported class action entitled Elizabeth A. Conolly, Thomas McCormack, Shelly Z. Zhang, Green Meadows Partners, James Stellato and Rocco Sorrentino v. Universal American Financial Corporation, Richard A. Barasch, Lee Equity Partners LLC, Perry Capital LLC, Union Square Partners Management LLC, Welsh, Carson, Anderson & Stowe, Barry Averill, Bradley E. Cooper, Mark M. Harmeling, Bertram Harnett, Linda H. Lamel, Eric W. Leathers, Patrick J. McLaughlin, Robert A. Spass, and Robert F. Wright, index no. 07-13422, in the Supreme Court for New York State, Westchester County, which we have described in Item 3—Legal Proceedings in our annual report on Form 10-K for the year ended December 31, 2008, we amended our by-laws to provide that, in the event that a related person transaction, as defined in the by-law amendment, is proposed, our board will appoint a special transactions committee composed of at least three independent directors, unless a committee cannot be appointed in a timely fashion, in which event our Audit Committee will serve as the special transactions committee.

The by-law amendment defines a related person transaction as any transaction or arrangement, or any series of similar transactions or arrangements, or any material modification or material amendment of any transaction or arrangement or any waiver with respect to any material matter under any of these transactions or arrangements, in which we are a party and a related person, as defined in the by-law amendment, is also a party thereto or has a direct or indirect material interest therein, other than:

The special transactions committee must approve any related person transaction, and may only approve a related person transaction if the members determine that the transaction is in the best interest of our company after taking into account all factors and considerations that they may deem appropriate. This determination must, if applicable, be based upon the following factors and considerations, as well as any others the committee shall deem relevant:

To the extent that a related person transaction involves a purchase or sale to or from a related person of securities which would account for five percent or more of the our outstanding voting power, we must use our reasonable best efforts to obtain an opinion from a reputable investment banker as to the fairness, from a financial point of view, to us of the price, unless

Prior to December 31, 2011, we may alter, amend or repeal this by-law amendment only if

This by-law amendment appears in Section 10 of our amended and restated by-laws, which we filed as Exhibit 3.7 to our annual report on Form 10-K for the year ended December 31, 2008.

As of March 31, 2010, WCAS X owned approximately 9.3% of our voting stock, Capital Z and its affiliates owned approximately 26.7% of our voting stock, Lee-Universal and its affiliates collectively owned approximately 7.0% of our voting stock, and Perry and its affiliates collectively owned approximately 9.0% of our voting stock, in each case assuming the exercise of options or other derivative securities held by the beneficial owner that are exercisable, or will be exercisable within 60 days after March 31, 2010. These percentages do not reflect the ownership of shares of our series A preferred stock, which is not voting stock. The holders have the contractual right to exchange shares of series A preferred stock for shares of our series B preferred stock, subject to specified conditions. We refer collectively to these investors in our company as the equity investors.

If any shareholder or shareholders acting together that is or are party to our stockholders' agreement wish to transfer our securities that represent, in the aggregate, more than 5% of the then outstanding shares of our common stock, assuming the conversion of all shares of our preferred and non-voting common stock, the shareholder or shareholders must first offer us, and second each other party to the agreement that, together with its permitted transferees, holds more than 5% of the then outstanding shares of our common stock, the option to purchase the securities that the selling shareholder or shareholders wish to transfer. If neither we nor the shareholder offerees purchase the offered securities in their entirety, the selling shareholder may transfer the offered securities to us or the shareholder offerees at the designated price in the transferring shareholder's notice of offer, or may transfer the offered securities to a third party at the same or a higher price than that which the shareholder specified in its notice of offer.

Any shareholder or shareholders acting together that is or are party to our stockholders' agreement that wish to transfer our securities that represent, in the aggregate, more than 5% of the then outstanding shares of our common stock must offer all other shareholders party to the stockholders' agreement that do not elect to purchase the securities from the transferring shareholder, the right to participate proportionately, on equal price and other terms as the initiating shareholder or shareholders, in the transfer of our securities.

No equity investor or affiliate, for so long as they collectively own in the aggregate 20% or more of our common stock, nor Richard Barasch or his affiliates, may acquire beneficial ownership of any additional shares of our common stock except for:

provided that no equity investor or its affiliates has disclosed a specific plan or proposal to acquire additional voting securities that would be required to be disclosed under Item 4 of Schedule 13D under the Exchange Act. In the case of the second, third, fourth or fifth bullet above, the transaction must not otherwise be in contravention of the foregoing requirements of the relevant section of the stockholders' agreement.

The stockholders' agreement will terminate upon the first to occur of any of the following events:

Mr. Barasch will cease to be bound by the agreement if he is no longer our chief executive officer.

Concurrently with the execution of the MemberHealth merger agreement, we entered into a registration rights agreement, dated as of May 7, 2007, with the equity investors, Mr. Barasch and other parties receiving consideration under the merger agreement.

that we effect the registration under the Securities Act of all or any part of the registrable securities held by the person delivering the notice, and specifying the intended method of distribution, which we refer to as a demand registration, then we must promptly give notice of the demand registration at least 21 days prior to the anticipated filing date of the registration statement relating to the notice to the other holders, and we must effect, subject to specified limitations, as expeditiously as possible, the registration of:

We will be liable for and pay all expenses related to any demand registration, regardless of whether we effect the registration. However, we will not be obligated to:

If we propose to register any equity securities under the Securities Act other than pursuant to a demand registration and other than

we must give prompt written notice at least 21 days prior to the anticipated filing date of the registration statement to each holder party to the registration rights agreement, offering the opportunity to include in our registration statement all or any portion of its registrable securities. Upon the request by any recipient of this notice made within 14 days after the receipt of the notice, we must use our reasonable best efforts to effect the registration under the Securities Act of all registrable securities that we have been so requested to register, to the extent required to permit the disposition of the registrable securities so to be registered. We refer to this registration as a piggyback registration. We will be liable for and pay all expenses related to any piggyback registration, regardless of whether we effect the registration.

We have agreed that we will not enter into any agreement with respect to any equity securities that grants or provides holders of the securities with registration rights that have terms more favorable than the registration rights granted to the holders in the registration rights agreement unless similar rights are granted to the holders.

The registration rights agreement contains customary indemnification provisions requiring indemnification by us, as well as those holders who are participating in any registration of our securities.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC reports of ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10% shareholders are required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us, or written representations from the reporting persons that other reports were required, we believe that, during the fiscal year ended December 31, 2009, all Section 16(a) filing requirements applicable to our

executive officers, directors, and greater than 10% beneficial owners were timely met, with the exception of one failure to timely file a Form 4 by each of Gary Jacobs and Messrs. McLaughlin, Harmeling and Spass; two failures to timely file a Form 4 by each of WCAS, Capital Z and Theodore Carpenter; three failures to timely file a Form 4 by each of Robert Waegelein and Richard Barasch; and four failures to timely file a Form 4 by Gary Bryant. All such reports were subsequently filed.

Ernst & Young served as our independent registered public accounting firm for the fiscal years ended December 31, 2009 and 2008.

The table below provides details of the fees that we paid to Ernst & Young for professional services rendered by Ernst & Young in 2009 and 2008. The Audit Committee approved all of these services in conformity with its pre-approval process.

(1): Reflects all services performed to comply with generally accepted auditing standards and the Public Company Accounting Oversight Board, and services that generally only our independent registered public accounting firm can provide. These fees cover our audit, and as required, the audit of various subsidiaries, the audit of the effectiveness of internal control over financial reporting, quarterly reviews, statutory audits, attest services required by applicable law, and comfort letters, consents and assistance with and review of documents filed with the SEC.
(2): Reflects assurance and related services rendered by Ernst & Young for the audit of our 401(k) plan, accounting consultations in connection with proposed or consummated acquisitions or dispositions and services relating to the review of audit work papers by third parties.
(3): Reflects all services performed by professional staff in the independent registered public accounting firm's tax division for tax consultation and compliance services, except for those services related to the audit of our financial statements.
(4): Reflects fees for other permitted products and services provided by Ernst & Young, primarily for the annual renewal of software licenses for accounting research software. The Audit Committee considered the nature of the services covered under "All Other Fees" and determined that these services provided by Ernst & Young were compatible with maintaining Ernst & Young's independence.

Under its charter, the Audit Committee has the sole authority to appoint or replace the independent registered public accounting firm subject, if applicable, to shareholder ratification. The Audit Committee is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm, as well as resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting, for the purpose of preparing or issuing an audit report or related work. The Audit Committee engages the independent registered public accounting firm directly, and the independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee has adopted a formal policy whereby it pre-approves all audit, review and attest services and all other permitted tax and non-audit services, including fees and terms of engagement, to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, all of which are approved by the Audit Committee prior to the completion of the services. For audit services, each year the independent registered public accounting firm provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year and the cost for performing these services, which the Audit Committee must formally approve before the audit commences.

If we cannot obtain pre-approval for auditing services and permitted non-audit services as a result of inherent time constraints in the matter for which these services are required, the chairperson of the Audit Committee has authority to pre-approve the services, provided that the estimated cost of the services on each such occasion does not exceed $25,000, and the chairperson of the Audit Committee will report the pre-approval for ratification to the Audit Committee at its next scheduled meeting. The Audit Committee has complied with the procedures set forth above, and has otherwise complied with the provisions of its charter.

Our common stock trades on the New York Stock Exchange under the symbol "UAM". The following table sets forth the high and low sales prices for our common stock on the New York Stock Exchange for the periods indicated.

		Common Stock

Period		High		Low
Year Ended December 31, 2008
	First Quarter	$	25.59	$	10.35
	Second Quarter		12.61		9.11
	Third Quarter		13.69		8.71
	Fourth Quarter		12.19		6.79
Year Ended December 31, 2009
	First Quarter		10.66		5.41
	Second Quarter		10.62		7.98
	Third Quarter		10.26		7.83
	Fourth Quarter		12.00		8.69
Year Ending December 31, 2010
	First Quarter		16.14		11.78
	Second Quarter (through April 26, 2010)		16.52		15.12

The closing sale price of our common stock on April 26, 2010, as reported by the NYSE, was $16.05 per share.

We have never declared cash dividends on our common stock. Our credit facility, which we entered into in connection with the MemberHealth acquisition in September 2007, limits our ability to pay dividends, and the debentures that we have issued simultaneously with our trust preferred securities also limit our ability to pay dividends if we fail to make the required interest payments under the debentures.

The following table sets forth information relating to equity securities authorized for issuance under our equity compensation plans as of December 31, 2009:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS

The following table indicates the shareholders who have reported beneficial ownership of more than 5% of our outstanding shares of common stock as of March 31, 2010. The information below is based upon the most recent Schedules 13D and 13G filed with the SEC, except to the extent otherwise known by us.

(2)

The percentage of ownership is based on 78,081,033 shares of our common stock outstanding, minus 2,666,589 shares held in treasury, as of March 31, 2010. We calculated the percentage of class owned by each shareholder by dividing:

•

the number of shares deemed to be beneficially held by the shareholder as of March 31, 2010, as determined in accordance with Rule 13d-3 of the Exchange Act; by

•

the sum of

•: 78,081,033, which is the number of shares of common stock outstanding, minus 2,666,589 shares held in treasury as of March 31, 2010; plus
•: the number of shares of common stock issuable upon exercise of currently exercisable options and other derivative securities held by the shareholder.

(3)

The shares of common stock beneficially owned by Capital Z Partners, Ltd. constitute 13,981,083 shares directly held by Capital Z Financial Services Fund II, L.P. and 73,819 shares directly held by its affiliate Capital Z Financial Services Private Fund II, L.P. Capital Z Partners, in its capacity as the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P., has the sole power to vote all 14,054,902 shares. Capital Z Partners III, L.P. is the beneficial owner of 6,189,500 shares. Capital Z Partners III has the sole power to vote all 6,189,500 shares. Capital Z Partners III also owns 605 shares of Series A preferred stock, which have no voting rights and are not convertible into common stock by Capital Z Partners III, but are exchangeable for a like number of Series B preferred stock, and which are in turn convertible at any time into 60,500 shares of common stock, subject to obtaining the requisite clearance, approval or waiver regarding the exchange of Series A preferred stock for Series B preferred stock.

(4)

Welsh, Carson, Anderson & Stowe and its affiliates have the sole power to vote all 7,014,937 common shares beneficially owned.

(5)

Perry Corp. has the sole power to vote all 6,821,233 common shares beneficially owned. Also, Perry Corp. is the owner of 41,500 shares of Series A preferred stock, which have no voting rights and are not convertible into common stock, but are exchangeable for a like number of Series B preferred stock, and which are in turn convertible at any time into 4,150,000 shares of common stock, subject to obtaining the requisite clearance, approval or waiver regarding the exchange of Series A preferred stock for Series B preferred stock.

(6)

Lee-Universal has the sole power to vote all 5,260,000 shares of common stock beneficially owned.

The following table shows information regarding the amount of our common stock beneficially owned as of March 31, 2010 by the members of our board of directors; our chief executive officer and the four other named executive officers other than the chief executive officer, who we refer to collectively as our named executive officers; and our directors and executive officers as a group.

Name, Address and Position(1)

Richard A. Barasch Chief Executive Officer and Chairman of the Board	2,977,043	(4)	3.9	%
Barry W. Averill Director	20,000	(5)	*
Ted Carpenter Chief Executive Officer of Heritage Health Systems, Inc.	380,378	(6)	*
Sally W. Crawford Director	10,000	(7)	*
Mathew W. Etheridge Director	3,333	(8)	*
Mark K. Gormley Director (designated by Lee-Universal)(9)(10)	44,474		*
Mark M. Harmeling Director	85,141	(11)	*
Thomas Kilian President, Traditional Division	84,908	(12)	*
Linda H. Lamel Director	30,583	(13)	*
Patrick J. McLaughlin Director	94,833	(14)	*
Richard C. Perry Director (designated by Perry)(9)(15)	—		*
Thomas A. Scully Director (16)	135,880		*
Robert A. Spass Director (designated by Capital Z)(9)(17)	156,447		*
Sean M. Traynor Director (designated by WCAS)(9)(18)	12,981		*
Robert A. Waegelein Executive Vice President and Chief Financial Officer	890,389	(19)	1.2	%
John Wardle President, Medicare Part D Division	145,125	(20)	*
Christopher E. Wolfe Director (designated by Capital Z)(9)(21)	—		*
Robert F. Wright Director	200,109	(22)	*
All Directors and Executive Officers as a Group	5,675,860		7.5	%

(1)

Unless otherwise noted, each person's address is in care of Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573.

(2)

For purposes of this security ownership table, beneficial ownership includes currently exercisable options and options exercisable within 60 days after March 31, 2010. Except as otherwise noted below, all shares of common stock, vested options and all restricted stock are owned beneficially by the individual listed with sole voting and investment power.

(3)

We have calculated the percentage of the class for each shareholder by dividing:

•

the number of shares deemed to be beneficially held by the shareholder as of March 31, 2010, as determined in accordance with Rule 13d-3 of the Exchange Act, by

•

the sum of

•: 78,081,033, which is the number of shares of common stock outstanding, minus 2,666,589 shares held in treasury, as of March 31, 2010, plus
•: the number of shares of common stock issuable upon exercise of currently exercisable options and other derivative securities held by the shareholder.

(4)

Includes 554,042 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010. Also includes 735,430 shares of common stock which are held directly by, or in trust for, members of Mr. Barasch's immediate family as to which Mr. Barasch disclaims beneficial ownership.

(5)

Includes 20,000 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(6)

Includes 203,812 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(7)

Includes 10,000 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(8)

Includes 3,333 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(9)

The beneficial ownership reported for the non-employee director designees of our equity investors reflects their personal holdings and does not reflect any shares or other beneficial ownership arising from their service on our board. Compensation for the service of the non-employee director designees of our respective equity investors in the form of cash or equity awards is paid to the respective equity investors or their affiliates, not the individual non-employee designee.

(10)

Address is c/o Lee Equity, 767 Fifth Avenue, New York, NY 10153. Mr. Gormley is a Partner of Lee Equity. Mr. Gormley disclaims beneficial ownership of all shares of our common stock that are beneficially owned by Lee Equity.

(11)

Includes 42,333 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(12)

Includes 27,500 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(13)

Includes 22,833 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(14)

Includes 42,333 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

(15): Mr. Perry is the president, sole director and sole stockholder of Perry Corp. Perry Corp. may be deemed to be the indirect beneficial owner of 6,811,233 shares of our common stock and options to purchase 10,000 shares of our common stock. Each of Mr. Perry and Perry Corp. disclaims beneficial ownership of all shares of our common stock and options to purchase shares of our common stock, except to the extent of any pecuniary interest therein.
(16): Mr. Scully is a general partner of WCAS. Mr. Scully disclaims beneficial ownership of all shares of our common stock that are beneficially owned by WCAS.
(17): Address is c/o Capital Z Management, LLC, 230 Park Avenue South, New York, NY 10003. Mr. Spass is a shareholder of Capital Z Partners, Ltd. and a member of Capital Z Partners III. Mr. Spass disclaims beneficial ownership of all shares of our common stock that are beneficially owned by Capital Z and Capital Z Partners III.
(18): Address is c/o Welsh, Carson, Anderson & Stowe, 320 Park Avenue—Suite 2500, New York, NY 10022. Mr. Traynor is a general partner of WCAS. Mr. Traynor disclaims beneficial ownership of all shares of our common stock that are beneficially owned by W2AS.
(19): Includes 370,312 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.
(20): Includes 37,500 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.
(21): Address is c/o Capital Z Management, LLC, 230 Park Avenue South, New York, NY 10003. Mr. Wolfe is a principal of Capital Z Partners, Ltd. Mr. Wolfe disclaims beneficial ownership of all shares of our common stock that are beneficially owned by Capital Z.
(22): Includes 19,833 shares of our common stock which may be acquired through the exercise of stock options, which are exercisable currently or within 60 days after March 31, 2010.

We did not receive any shareholder proposals for inclusion in this proxy statement in connection with the annual meeting.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some shareholder proposals may be eligible for inclusion in our 2011 proxy statement. These shareholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2), to our principal executive offices, in care of our corporate secretary, Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, and must otherwise comply with the applicable rules and regulations of the SEC, including Rule 14a-8 of Regulation 14A under the Securities Exchange Act. Failure to deliver a proposal by one of these means may result in it not being deemed timely received. We must receive all submissions no later than January 17, 2011. We strongly encourage any shareholder interested in submitting a proposal to contact our corporate secretary in advance of this deadline to discuss the proposal, and shareholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement. The Nominating and Governance Committee will review all shareholder proposals and make recommendations to the board for action on any proposals. For information on recommending individuals for consideration as director nominees, see the "Corporate Governance" section of this proxy statement. Nominations for director must be accompanied by written consent to being named in the proxy statement as a nominee and to serving as a director if elected. All proposals must comply with requirements set forth in our bylaws, a copy of which may be obtained from our corporate secretary.

In addition, to be considered for presentation at the annual meeting of our shareholders to be held in 2010, a shareholder proposal submitted outside the Rule 14a-8 processes described above must be received by our corporate secretary, Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, by April 1, 2011, and discretionary authority may be used if not timely submitted.

As of the date of this proxy statement, our board of directors does not know of any matters, other than those referred to in this proxy statement, to be presented at the annual meeting for action by the shareholders. However, if any other matters are properly brought before the meeting or any postponements or adjournments thereof, we intend that the shares represented by proxies will be voted with respect to those matters in the discretion and judgment of the person acting under the proxies.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date UNIVERSAL AMERICAN CORP. M25109-P97848 UNIVERSAL AMERICAN CORP. 6 INTERNATIONAL DRIVE SUITE 190 RYE BROOK, NY 10573-1068 1. Barry W. Averill VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title. The Board of Directors recommends that you vote FOR the following: 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3. Sally W. Crawford 6. Mark M. Harmeling 4. Matthew W. Etheridge 5. Mark K. Gormley 9. Richard C. Perry 7. Linda H. Lamel 8. Patrick J. McLaughlin 2. Richard A. Barasch 10. Thomas A. Scully 11. Robert A. Spass 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 13. Christopher E. Wolfe 13. Sean M. Traynor 14. Robert F. Wright For Against Abstain For Against Abstain Vote on Proposals

RICHARD A. BARASCH and ROBERT A. WAEGELEIN, or either of them, each with the full power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Universal American Corp. to be held at 10:00 a.m. on June 2, 2010 at the offices of Universal American Corp., Six International Drive, Suite 190, Rye Brook, New York 10573, or at any postponements or adjournments thereof. Shares represented by this proxy will be voted by the Proxies. If no such directions are indicated, the Proxies will have authority to vote FOR Proposal 1 (Election of Directors). In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. Proxy - Universal American Corp. Proxy Solicited by Board of Directors for Annual Meeting - June 2, 2010 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report and Form 10-K Wrap are available at www.proxyvote.com. M25110-P97848 Continued and to be signed on reverse side


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Check the appropriate box:
o		Preliminary Proxy Statement
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ý		Definitive Proxy Statement
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o		Soliciting Material under §240.14a-12

	Option Awards				Stock Awards(1)

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(2)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(3)
Richard A. Barasch		300,000		1,785,000		29,421		263,602
Robert A. Waegelein		75,000		446,250		22,345		196,759
Theodore M. Carpenter, Jr.		—		—		15,396		133,085
John Wardle		—		—		1,875		12,938
Thomas J. Kilian		—		—		1,250		12,400

Named Executive Officer	Value of Unvested Options at December 31, 2009(1)		Incremental Value due to Change in Control(2)		Value of Accelerated Vesting due to Change in Control

Richard A. Barasch	$	175,275	$	1,301,659	$	1,476,934
Robert A. Waegelein		78,412		986,700		1,065,112
Theodore M. Carpenter, Jr.		55,350		514,800		570,150
John Wardle		55,350		257,400		312,750
Thomas J. Kilian		36,900		171,600		208,500

	$	401,287	$	3,232,159	$	3,633,446

Named Executive Officer		Closing Price on December 31, 2009		Value of Unvested Restricted Stock at December 31, 2009

Richard A. Barasch	88,371	$	11.70	$	1,033,935
Robert A. Waegelein	54,063	$	11.70		632,537
Theodore M. Carpenter, Jr.	38,789	$	11.70		453,831
John Wardle	17,564	$	11.70		205,499
Thomas J. Kilian	13,301	$	11.70		155,622

	212,088			$	2,481,424

	2009		2008

Audit Fees(1)	$	3,867,004	$	5,084,396
Audit-Related Fees(2)		60,000		57,453
Tax Fees(3)		89,232		104,232
All Other Fees(4)		1,995		1,995

Total Fees	$	4,018,231	$	5,248,076


		Sincerely, Richard A. Barasch Chairman, President and Chief Executive Officer


		By Order of the Board of Directors, Robert A. Waegelein Executive Vice President, Chief Financial Officer


Questions and Answers About the Annual Meeting and Voting		1
Summary		5
Risk Factors		6
Special Note Regarding Forward-Looking Statements		6
The Annual Meeting		8
Proposal No. 1—Election of Board of Directors		8
Corporate Governance		13
Director Compensation		21
Report of the Audit Committee of the Board of Directors		25
Executive Compensation		27
Certain Relationships and Related Transactions		46
Market Price and Dividend Information		55
Security Ownership of Certain Beneficial Owners, Directors and Executive Officers		56
Future Shareholder Proposals		60
Other Matters		61

	Annual 6/4/2009

Dividend yield		—	%
Volatility		54.65	%
Risk-free interest rate		2.05	%
Expected life (years)		3.50
Grant date fair value/share	$	3.71



		Submitted by The Audit Committee of Universal American Corp. Robert F. Wright, Chairperson Linda H. Lamel Patrick J. McLaughlin



		Submitted by The Compensation Committee of Universal American Corp. Linda H. Lamel, Chairperson Barry W. Averill Matthew W. Etheridge

Name		Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)

Equity compensation plans approved by security holders	5,350,877	$	14.55	4,893,962
Equity compensation plans not approved by Security holders	—		—	—

Total	5,350,877	$	14.55	4,893,962

Name and Address of Beneficial Owner

Capital Z Partners, Ltd.(3) 230 Park Avenue South, 11th Floor New York, NY 10003	20,244,402	26.8	%
Welsh, Carson, Anderson & Stowe(4) 320 Park Avenue—Suite 2500 New York, NY 10022	7,014,937	9.3	%
Perry Corp.(5) 767 Fifth Avenue, 19th Floor New York, NY 10153	6,821,233	9.0	%
Lee Universal Holdings, LLC(6) 767 Fifth Avenue New York, NY 10153	5,260,000	7.0	%