SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)*

Under the Securities Exchange Act of 1934

UNIVERSAL AMERICAN CORP.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

     913377107      

(CUSIP Number)

Michael C. Neus

Perry Corp.

767 Fifth Avenue, 19^th Floor

New York, New York 10153

(212) 583-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

              November 24, 2008            

(Date of Event which Requires Filing

of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

Continued on following page(s)

Page 1 of 11 Pages

CUSIP No. 913377107 Page 2 of 11 Pages

1 Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

Perry Corp.

2	Check the Appropriate Box If a Member of a Group (See Instructions)                                                                                    a.   [   ]                                                                                    b.   [X]
3	SEC Use Only
4	Source of Funds (See Instructions)

WC

5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6 Citizenship or Place of Organization

New York

	7	Sole Voting Power
Number of Shares		6,923,833
Beneficially Owned By Each	8	Shared Voting Power 0
Reporting Person With	9	Sole Dispositive Power 6,923,833
	10	Shared Dispositive Power
		0

11 Aggregate Amount Beneficially Owned by Each Reporting Person

6,923,833

12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[   ]

13 Percent of Class Represented By Amount in Row (11)

8.55%

14 Type of Reporting Person (See Instructions)

IA, CO

CUSIP No. 913377107 Page 3 of 11 Pages

1 Names of Reporting Persons

      I.R.S. Identification Nos. of above persons (entities only)

Richard C. Perry

2	Check the Appropriate Box If a Member of a Group (See Instructions)                                                                                    a.   [   ]                                                                                    b.   [X]
3	SEC Use Only
4	Source of Funds (See Instructions)

WC

5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6 Citizenship or Place of Organization

United States of America

	7	Sole Voting Power
Number of Shares		6,923,833 (all shares beneficially owned by Perry Corp.)
Beneficially Owned By Each	8	Shared Voting Power 0
Reporting Person With	9	Sole Dispositive Power 6,923,833 (all shares beneficially owned by Perry Corp.)
	10	Shared Dispositive Power
		0

11 Aggregate Amount Beneficially Owned by Each Reporting Person

6,923,833

12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[   ]

13 Percent of Class Represented By Amount in Row (11)

8.55%

14 Type of Reporting Person (See Instructions)

IN, HC

CUSIP No. 913377107 Page 4 of 11 Pages

AMENDMENT NO. 3 TO SCHEDULE 13D

As disclosed by Universal American Corp., a New York corporation (the “Company”), in its Current Report on Form 8-K, filed on November 25, 2008, the Company converted all 132,895 shares of its Series B participating convertible preferred stock (“Series B Preferred Stock”) into common stock, par value $.01 per share (“Common Stock”). This Amendment No. 3 to Schedule 13D is filed by the undersigned to amend the statement on Schedule 13D, filed on October 25, 2006 (the "Initial Statement"), as amended by Amendment No. 1 (“Amendment No. 1”), filed May 10, 2007, and Amendment No. 2 (“Amendment No. 2”), filed September 21, 2007 (as so amended, the “Schedule 13D”), relating to the Common Stock of the Company.

Item 1.                   Security and Issuer.

                               The title of the class of equity security to which this statement on Schedule 13D relates is the Common Stock of the Company.  The address of the Company’s principal executive offices is Six International Drive, Suite 190, Rye Brook, NY 10573.

Item 2.                   Identity and Background.

                                Item 2 of the Schedule 13D is hereby amended and restated as follows:

This statement to Schedule 13D is filed on behalf of Perry Corp., a New York corporation, and Richard C. Perry, a citizen of the United States of America (together, the “Reporting Persons”). Perry Corp. is a registered investment adviser that provides asset management services to private investment funds. Richard C. Perry is the President, sole director and sole shareholder of Perry Corp. The address of Perry Corp. and Richard C. Perry is 767 Fifth Avenue, 19th Floor, New York, NY 10153. A joint filing agreement of Perry Corp. and Richard C. Perry is attached hereto as Exhibit A.

The name, citizenship, business addresses and principal occupation of each of the directors and executive officers of Perry Corp. (other than Richard C. Perry) are set forth in Exhibit B attached hereto, which is incorporated herein by reference.

During the last five years, none of Perry Corp., Richard C. Perry, or any of the persons listed in Exhibit B attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

          Item 3 of the Schedule 13D is hereby amended by adding the following language:

                                 Pursuant to a Stock Option Agreement dated September 21, 2007, by and among the Company and the other parties thereto (the “2007 Stock Option Agreement”), the Company granted to Perry Funds, at the direction of a designee of Perry Corp., options to purchase an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $21.99 per share. The options vest as follows: (i) 3,333 shares of Common Stock vested on September 21, 2008; (ii) 3,333 shares of Common Stock vest on September 21, 2009; and (iii) 3,334 shares of Common Stock vest on September 21, 2010. A copy of the 2007 Stock Option Agreement is set forth in Exhibit L hereto.

CUSIP No. 913377107 Page 5 of 11 Pages

Pursuant to a Stock Option Agreement dated July 24, 2008, by and among the Company and the other parties thereto (the “2008 Stock Option Agreement”), the Company granted to Perry Funds, at the direction of a designee of Perry Corp., options to purchase an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $9.93 per share. The options vest as follows: (i) 3,333 shares of Common Stock vest on July 24, 2009; (ii) 3,333 shares of Common Stock vest on July 24, 2010; and (iii) 3,334 shares of Common Stock vest on July 24, 2011. A copy of the 2008 Stock Option Agreement is set forth in Exhibit M hereto.

As disclosed by the Company in its Current Report on Form 8-K, filed on November 25, 2008, the Company exercised its right to convert all 132,895 shares of its outstanding Series B Preferred Stock into 13,289,500 shares of Common Stock on November 24, 2008. As a result, the 11,000 shares of Series B Preferred Stock then beneficially owned by the Reporting Persons as described in Item 4 below were automatically converted into 1,100,000 shares of Common Stock on November 24, 2008. The aforementioned conversion has been recorded on the books of the Company. As previously disclosed in Amendment No. 2, Perry Funds acquired the 11,000 shares of Series B Preferred Stock with the working capital of Perry Funds for an aggregate purchase price of approximately $22,000,000.00. The Company has not registered the shares of Common Stock issued on November 24, 2008, under the Securities Act of 1933, and the Reporting Persons may not offer to sell or sell these shares in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933. The shares of Common Stock issued on November 24, 2008, are subject to the Registration Rights Agreement by and among the Company, Perry Funds and certain other persons, a copy of which is set forth in Exhibit E hereto.

The descriptions herein of the various agreements and other documents referred to above are qualifed in their entirety by reference to the full text of such agreements and documents, which are incorporated herein by reference.

Item 4.                   Purpose of Transaction.

                                Item 2 of the Schedule 13D is hereby amended and restated as follows:

See Item 4 of Amendment No. 1, which is incorporated herein by reference.

On May 15, 2007, the closing under the previously disclosed “stage 1” Securities Purchase Agreement, dated as of May 7, 2007 (the “First Stage SPA”), among the Company, Union Square Universal Partners, L.P. (“Union Square”), Lee-Universal Holdings, LLC (“Lee”), Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS X”) and Perry Funds, attached hereto as Exhibit C, occurred. At that closing, Perry Funds purchased from the Company 24,868 shares of Series A Preferred Stock of the Company at a purchase price of $2,000 per share of Preferred Stock.

The Company’s Series A Preferred Stock is a non-voting security and is not convertible into shares of Common Stock while owned by Union Square, Lee, WCAS X or Perry Funds (the “Initial Holders”) or any affiliate of an Initial Holder. However, (A) upon transfer of a share of Series A Preferred Stock to a holder other than an Initial Holder or an affiliate of an Initial Holder, such share of Series A Preferred Stock will automatically convert into 100 shares of Common Stock (subject to customary anti-dilution adjustments), and (B) subject to the satisfaction of various conditions, an Initial Holder of shares of Series A Preferred Stock is entitled to exchange such shares of Series A Preferred Stock for a corresponding number of shares of the Company’s Series B Preferred Stock.

On September 18, 2007, the Company, the Initial Holders and the parties to the Agreement and Plan of Merger and Reorganization, dated as of May 7, 2007 (the “Merger Agreement”), among the Company, MHRx LLC, MemberHealth Inc. (“MemberHealth”) and the other parties thereto, entered into (1) an Agreement (the “Side Agreement”) and (2) an Escrow Agreement with The Bank of New York (as amended, the “Escrow Agreement”) pursuant to which, among other things, (a) each Initial Holder placed into escrow the aggregate purchase price for the shares of Series B Preferred Stock of the Company (or, at the option of such Initial Holder, Series A Preferred Stock of the Company) to be purchased by such Initial Holder under the previously disclosed

CUSIP No. 913377107 Page 6 of 11 Pages

“stage 2” Securities Purchase Agreement, dated as of May 7, 2007 (the “Second Stage SPA”), among the Company and the Initial Holders, attached hereto as Exhibit F, and (b) the Company placed into escrow certificates representing the shares of Preferred Stock to be purchased by each of the Initial Holders under the Second Stage SPA. Perry Funds elected to purchase Series A and Series B Preferred Stock of the Company under the Second Stage SPA. In accordance with the Side Agreement and the Escrow Agreement, Perry Funds placed into escrow an amount equal to $55,264,000.00, and the Company placed into escrow certificates representing 16,632 shares of Series A Preferred Stock of the Company and 11,000 shares of Series B Preferred Stock of the Company for the account of Perry Funds under the Second Stage SPA at a purchase price of $2,000 per share of Preferred Stock. Pursuant to the Escrow Agreement, such shares of Series A and Series B Preferred Stock of the Company were released from escrow to Perry Funds on September 21, 2007 (the “Escrow Release Date”), which date was specified by the Company and MHRx LLC as the date on which the Company completed its acquisition of MemberHealth under the Merger Agreement. The Escrow Agreement was amended on September 21, 2007 to clarify the Escrow Release Date. A copy of the Side Agreement is set forth in Exhibit H hereto. A copy of the Escrow Agreement is set forth in Exhibit I hereto. A copy of the Amendment to the Escrow Agreement is set forth in Exhibit J hereto.

Each share of the Company’s Series B Preferred Stock was convertible (at the option of the holder thereof or, subject to certain conditions, by the Company) into 100 shares of Common Stock (subject to customary anti-dilution adjustments) and entitled the holder thereof to a number of votes (on all matters on which holders of Common Stock may vote) equal to the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible. On November 24, 2008, the Company exercised its right to convert all 132,895 shares of its outstanding Series B Preferred Stock into 13,289,500 shares of Common Stock. As a result, the 11,000 shares of Series B Preferred Stock then beneficially owned by the Reporting Persons as described in this Item 4 were automatically converted into 1,100,000 shares of Common Stock on November 24, 2008.

Pursuant to the Second Stage SPA, the Company, WCAS X and Welsh, Carson, Anderson & Stowe IX, L.P. (collectively with WCAS X, “WCAS”), Union Square and certain affiliated entities of Cap Z Ltd., Lee, Perry Funds, Mr. Richard Barasch and certain other stockholders of the Company entered into, and placed into escrow under the Escrow Agreement, a Stockholders’ Agreement (the “Stockholders’ Agreement”), which Stockholders’ Agreement became effective on the Escrow Release Date. On July 24, 2008, the parties to the Stockholders’ Agreement executed an amendment to the Stockholders’ Agreement (the “First Amendment to Stockholders’ Agreement”). Pursuant to the Stockholders’ Agreement, as amended, (i) the board of directors of the Company consists of fourteen directors, composed as follows: (A) two directors designated collectively by Union Square and certain affiliates of Cap Z Ltd., (B) two directors designated by WCAS, (C) one director designated by Lee, (D) one director designated by Perry Funds (who is currently Jay Yang), (E) the Chief Executive Officer of the Company, and (F) seven additional directors who shall each satisfy the criteria for “independent director” under applicable NASDAQ rules, provided that the right of a party to the Stockholders’ Agreement to designate directors may be reduced or lost if such party no longer holds a certain number of shares of Common Stock (which includes shares of Common Stock underlying Preferred Stock) and (ii) the stockholders party to the Stockholders’ Agreement agree to (A) vote all their shares in favor of election to the Company’s Board of Directors of such individuals as the parties to the Stockholders’ Agreement are entitled to designate from time to time, (B) certain restrictions on their ability to acquire additional shares of Common Stock without the approval of the independent directors of the Company, and (C) grant certain rights of first offer and other rights applicable to certain transfers of their shares in the Company. A copy of the Stockholders’ Agreement is set forth in Exhibit G hereto. A copy of the First Amendment to Stockholders’ Agreement is set forth in Exhibit K hereto.

As previously disclosed, Perry Funds agreed with the Company that Perry Funds would not transfer any shares acquired under the First Stage SPA or the Second Stage SPA, in each case, for a period of

CUSIP No. 913377107 Page 7 of 11 Pages

one year from the date of the applicable acquisition, subject to limited exceptions. This one-year transfer restriction has expired.

The descriptions herein of the various agreements and other documents referred to above are qualified in their entirety by reference to the full text of such agreements and documents, which are incorporated herein by reference.

Except as otherwise contemplated herein, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Act. However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Company’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, each of the Reporting Persons reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional shares of Common Stock or other securities of the Company, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Company Securities in public or private transactions, (iii) cause Company Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Company Securities, and/or (v) encourage (including, without limitation, through their designees on the Company’s board of directors and/or communications with directors, management, and existing or prospective security holders, investors or lenders, of the Company, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Company to consider or explore (A) sales or acquisitions of assets or businesses, or extraordinary corporate transactions, such as a merger (including transactions in which affiliates of the Reporting Persons may be proposed as acquirers or as a source of financing), (B) changes to the Company’s capitalization or dividend policy, or (C) other changes to the Company’s business or structure.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b) Perry Corp. may be deemed to be the indirect beneficial owner of 6,923,833 shares of Common Stock, which constitutes approximately 8.55% of the Company’s outstanding shares of Common Stock. Perry Corp. may be deemed to have sole power to vote and sole power to dispose of 6,923,833 shares of Common Stock, which includes (A) 6,920,500 shares of Common Stock, and (B) 3,333 shares of Common Stock issuable upon the exercise of options granted to Perry Funds. By virtue of his position as President, sole director and sole shareholder of Perry Corp., Richard C. Perry may be considered to indirectly beneficially own such shares of Common Stock.

The percentage in the immediately foregoing paragraph is calculated based on a total of 80,990,315 shares of Common Stock outstanding, which includes (A) the number of shares of Common Stock (67,697,482) outstanding as of October 31, 2008 (as stated by the Company in its quarterly report on Form 10-Q for the period ended September 30, 2008), (B) 3,333 shares of Common Stock issuable upon the exercise of options granted to Perry Funds, and (C) 13,289,500 shares of Common Stock, which the Company issued upon conversion of all outstanding shares of the Company’s Series B Preferred Stock on November 24, 2008. The calculation of such percentage does not consider any shares of Series A Preferred Stock issued to Perry Funds (the conversion of which is subject to various conditions) or any shares of Common Stock issuable upon conversion thereof.

CUSIP No. 913377107 Page 8 of 11 Pages

As a result of the matters previously referred to in Item 4 hereof, the Reporting Persons may be deemed to constitute a “group” (within the meaning of Rule 13d-5(b) under the Act) with the other stockholders of the Company that are party to the Stockholders’ Agreement and the First Amendment to Stockholders’ Agreement, and certain of their respective affiliates. As a result, and on that basis, the Reporting Persons may be deemed to beneficially own shares of Common Stock that may be beneficially owned by such persons, including: (i) an aggregate 20,301,569 shares of Common Stock that Union Square and/or its affiliates (including certain affiliates of Cap Z Ltd.) beneficially own as set forth in Amendment No. 5 to Schedule 13D as filed by Union Square and/or its affiliates on September 25, 2007; (ii) 9,999 shares of Common Stock issuable upon the exercise of options granted to Union Square and/or its affiliates as set forth in the Schedule 14A filed by the Company on April 29, 2008; (iii) an aggregate 14,064,817 shares of Common Stock that WCAS and/or its affiliates beneficially owns as set forth in Amendment No. 2 to Schedule 13D filed by WCAS and/or its affiliates on May 2, 2008; (iv) 3,333 shares of Common Stock issuable upon the exercise of options granted to WCAS and/or its affiliates as set forth in the Schedule 14A filed by the Company on April 29, 2008; (v) an aggregate 5,250,000 shares of Common Stock that Lee and/or its affiliates beneficially own as set forth in the Schedule 13D filed by Lee-Universal Holdings, LLC and Thomas H. Lee on September 26, 2007; (vi) 3,333 shares of Common Stock issuable upon the exercise of options granted to Lee and/or its affiliates as set forth in the Schedule 14A filed by the Company on April 29, 2008; (vii) an aggregate 2,786,942 shares of Common Stock that Mr. Richard Barasch and/or his affiliates beneficially own as set forth in the Schedule 14A filed by the Company on April 29, 2008; and (viii) an aggregate 2,869,882 shares of Common Stock issued by the Company pursuant to the Merger Agreement to former equity holders of MemberHealth (other than WCAS) that are party to the Stockholders’ Agreement.

Including all such shares on the foregoing basis, the Reporting Persons may be deemed to be beneficial owners of, in the aggregate, 64.46% of the outstanding Common Stock. Each of the Reporting Persons disclaims beneficial ownership of shares that may be beneficially owned by any of the persons referred to in clauses (i) through (viii) above and any of their respective affiliates, and neither the filing of this Schedule 13D nor its contents shall be deemed to constitute an admission to the contrary.

The percentage in the immediately foregoing paragraph is calculated based on a total of 81,006,980 shares of Common Stock outstanding, which includes (A) the number of shares of Common Stock (67,697,482) outstanding as of October 31, 2008 (as stated by the Company in its quarterly report on Form 10-Q for the period ended September 30, 2008), (B) 3,333 shares of Common Stock issuable upon the exercise of options granted to Perry Funds, (C) 13,289,500 shares of Common Stock, which the Company issued upon conversion of all of the Company’s outstanding Series B Preferred Stock on November 24, 2008, (D) 9,999 shares of Common Stock issuable upon the exercise of options granted to Union Square and/or its affiliates, (E) 3,333 shares of Common Stock issuable upon the exercise of options granted to WCAS and/or its affiliates, and (F) 3,333 shares of Common Stock issuable upon the exercise of options granted to Lee and/or its affiliates. The calculation of such percentage does not consider any shares of Series A Preferred Stock, the exchange of which is subject to various conditions or any shares of Common Stock issuable upon conversion thereof

None of the persons listed in Exhibit B hereto (other than the Reporting Persons as disclosed herein) beneficially own shares of the Common Stock.

(c)           Except as described in Items 3 and 4 (which are incorporated herein by reference), there have been no transactions with respect to the shares of Common Stock during the sixty days prior to the date of this statement on Schedule 13D by either Perry Corp., Richard C. Perry or any of the persons listed in Exhibit B hereto.

(d)           The limited partners of (or investors in) each of two or more private investment funds, or their respective subsidiaries or affiliated entities, for which Perry Corp. acts as general partner

CUSIP No. 913377107 Page 9 of 11 Pages

and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock (as well as Preferred Stock and options) held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

                                (e)           Not applicable.

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

Item 6 of the Schedule 13D is hereby amended and restated as follows:

The responses to Items 3, 4 and 5 hereof, and the response to Item 4 of Amendment No. 1, are incorporated herein by reference.

Except for the arrangements described in the responses to Items 3, 4 and 5 hereof and the response to Item 4 of Amendment No. 1, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this statement and between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

As contemplated by the Stockholders’ Agreement and the First Amendment to Stockholders’ Agreement, Perry Funds may designate one member of the board of directors of the Company (who is currently Jay Yang). The Reporting Persons disclaim beneficial ownership of shares of Common Stock that may be beneficially owned by such individual.

Item 7.                    Material to be Filed as Exhibits.

                                Exhibit A* - Agreement between Perry Corp. and Richard C. Perry to file Amendment No. 1 and any future amendments to Schedule 13D jointly on behalf of each of them.

Exhibit B - Executive Officers and Directors of Perry Corp. (other than Richard C. Perry).

Exhibit C* - Securities Purchase Agreement, dated May 7, 2007, by and among Universal American Financial Corp., Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Commitment Fund, L.P. and Perry Commitment Master Fund, L.P.

Exhibit D† - Restated Certificate of Incorporation of Universal American Financial Corp.

Exhibit E* - Registration Rights Agreement, dated May 7, 2007, among Universal American Financial Corp. and the other parties named on the signature pages thereto.

Exhibit F* - Securities Purchase Agreement, dated May 7, 2007, by and among Universal American Financial Corp., Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Commitment Fund, L.P. and Perry Commitment Master Fund, L.P.

Exhibit G** - Stockholders’ Agreement of Universal American Financial Corp., dated as of September 21, 2007.

CUSIP No. 913377107 Page 10 of 11 Pages

Exhibit H** - Agreement, dated September 18, 2007, by and among Universal American Financial Corp., MH Acquisition II LLC, MHRx LLC, MemberHealth, Inc., Welsh, Carson, Anderson & Stowe IX, L.P., Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Fund, L.P., Perry Private Opportunities Offshore Fund, L.P. and Bank of America, N.A. as administrative agent.

Exhibit I** - Escrow Agreement, dated September 18, 2007, by and among Universal American Financial Corp., MH Acquisition II LLC, MHRx LLC, MemberHealth, Inc., Welsh, Carson, Anderson & Stowe IX, L.P., Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Fund, L.P., Perry Private Opportunities Offshore Fund, L.P., Bank of America, N.A. as administrative agent and The Bank of New York, as escrow agent.

Exhibit J** - Amendment to Escrow Agreement, dated September 21, 2007, by and among Universal American Financial Corp., MH Acquisition II LLC, MHRx LLC, MemberHealth, Inc., Welsh, Carson, Anderson & Stowe IX, L.P., Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Fund, L.P., Perry Private Opportunities Offshore Fund, L.P., Bank of America, N.A. as administrative agent and The Bank of New York, as escrow agent.

Exhibit K – First Amendment to Stockholders’ Agreement, dated July 24, 2008.

Exhibit L – Stock Option Agreement, dated September 21, 2007, by and among Universal American Corp., Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Offshore Fund, L.P. and Perry Private Opportunities Fund, L.P.

Exhibit M – Stock Option Agreement, dated July 24, 2008, by and among Universal American Corp., Perry Partners, L.P., Perry Partners International, Inc., Perry Private Opportunities Offshore Fund, L.P. and Perry Private Opportunities Fund, L.P.

*   Previously filed as an Exhibit to Amendment No. 1 and incorporated herein by reference.

† Incorporated by reference to Annex C to the Company’s Registration Statement on Form S-4, Registration No. 333-143822.

** Previously filed as an Exhibit to Amendment No. 2 and incorporated herein by reference.

CUSIP No. 913377107 Page 11 of 11 Pages

SIGNATURES

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

Date: November 26, 2008	PERRY CORP.
	By:	Richard C. Perry
	Title:	President

By: /s/ Michael C. Neus  

Michael C. Neus

Attorney-in-Fact

Date: November 26, 2008	RICHARD C. PERRY
	By:           /s/ Michael C. Neus

 Michael C. Neus

 Attorney-in-Fact

EX-99

Exhibit B

Executive Officers and Directors of Perry Corp. (other than Richard C. Perry)

Name	Title	Citizenship
Randall Borkenstein	Chief Financial Officer and Treasurer	USA
Michael C. Neus	General Counsel and Secretary	USA
Paul Leff	Managing Director and Chief Investment Officer	USA
Alp Ercil	Managing Director	USA
Andy Isikoff	Managing Director	USA
Dave Russekoff	Managing Director	USA
Emma Warson	Managing Director	UK

Each of the persons listed above is a citizen of the United States of America, except for Emma Warson, who is a citizen of the United Kingdom.  The business address for each of the persons listed above is: c/o Perry Corp., 767 Fifth Avenue, 19th Floor, New York, NY 10153.

EX-99

Exhibit K

FIRST AMENDMENT

TO

STOCKHOLDERS’ AGREEMENT

THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is entered into as of July 24, 2008 among Universal American Corp., a New York corporation (the “Company”), and the securityholders listed on the signature pages to the Stockholders’ Agreement dated as of September 21, 2007 (the “Original Agreement,” and as amended hereby, the “Agreement”) or which became a party to the Original Agreement after the date thereof pursuant to the terms thereof (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.

WHEREAS, the parties hereto wish to modify the Original Agreement to increase the size of the Company’s Board of Directors from 13 directors to 14 directors, and

WHEREAS, the signatories hereto, other than the Company, hold a sufficient number of shares of Common Stock, including shares issuable upon exercise of Company stock options, and directly or indirectly through conversion or exchange of outstanding Preferred Shares and NVC Shares, to amend the Original Agreement in accordance with Section 5.03(b) thereof.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.            Composition of the Board

                                (a)          Section 2.01(a) of the Original Agreement is hereby deleted in its entirety and replaced by the following Section 2.01(a):

Subject to Section 2.01(b), commencing on the date of the First Amendment to this Agreement, the Board shall consist of fourteen directors, comprised as follows:

                (i)            two directors designated by Capital Z/Union Square;

                (ii)           two directors designated by WCAS;

                (iii)          one director designated by Lee;

                                (iv)          one director designated by Perry (the directors referenced in sub-clauses (i),
                (ii), (iii) and (iv) of this Section 2.01(a) are sometimes referred to herein each as an  “Investor 
                Designee”);

                                (v)           one director who shall be the then current Chief Executive Officer of the 
                Company; and

(vi)        seven additional directors who shall each satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed.

2.            Miscellaneous. Except to the extent specifically amended hereby, the provisions of the Original Agreement shall remain unmodified. The provisions of Sections 5.01 (Binding Effect; Assignability; Benefit), 5.02 (Notices), 5.03 (Waiver; Amendment), 5.06 (Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Etc), 5.07 (Specific Enforcement; Cumulative Remedies), 5.08 (Entire Agreement), 5.09 (Severability), 5.10 (Drafting) and 5.11 (Counterparts; Effectiveness) of the Original Agreement shall apply mutatis mutandis to this Amendment.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Stockholders Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

UNIVERSAL AMERICAN CORP.

By: /s/ Mitchell J. Stier

Name: Mitchell J. Stier

Title:   Senior Vice President and General Counsel

STOCKHOLDERS:

LEE-UNIVERSAL HOLDINGS, LLC

By: /s/ Joseph B. Rotberg        

Name: Joseph B. Rotberg

Title:CFO

WELSH, CARSON, ANDERSON & STOWE, IX, L.P.,

By: WCAS IX ASSOCIATES LLC, its General Partner

By: /s/ Sean M. Traynor          

Name: Sean M. Traynor

Title: Managing Member

WELSH, CARSON, ANDERSON & STOWE, X, L.P.,

By: WCAS X ASSOCIATES LLC, its General Partner

By: /s/ Sean M. Traynor          

Name: Sean M. Traynor

Title: Managing Member

CAPITAL Z FINANCIAL SERVICES FUND II, L.P.

By: Capital Z Partners, L.P., its General Partner

By: Capital Z Partners, Ltd., its General Partner

By: /s/ Craig Fisher                              

Name: Craig Fisher

Title: Authorized Signatory

CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.

By: CAPITAL Z PARTNERS, L.P., its General Partner

By: CAPITAL Z PARTNERS, LTD., its General Partner

By: /s/ Craig Fisher                              

Name: Craig Fisher

Title: Authorized Signatory

UNION SQUARE UNIVERSAL PARTNERS, L.P.

By: UNION SQUARE UNIVERSAL GP, LLC, its General Partner

By: /s/ Craig Fisher                              

Name: Craig Fisher

Title: Authorized Signatory

/s/ Richard A. Barasch                          

Richard A. Barasch

PERRY PARTNERS, L.P.,

By: PERRY CORP., its General Partner

By: /s/ Randall Borkenstein                  

Name: Randall Borkenstein

Title: Chief Financial Officer

PERRY PARTNERS INTERNATIONAL, INC.

By: PERRY CORP., its Investment Manager

By: /s/ Randall Borkenstein                  

Name: Randall Borkenstein

Title: Chief Financial Officer

PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND, L.P.

By: PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND (CAYMAN) GP, L.L.C., its General Partner,

By: PERRY CORP., its Managing Member

By: /s/ Randall Borkenstein                  

Name: Randall Borkenstein

Title: Chief Financial Officer

PERRY PRIVATE OPPORTUNITIES FUND, L.P.

By: PERRY PRIVATE OPPORTUNITIES FUND GP, L.L.C., its General Partner,

By: PERRY CORP., its Managing Member

By: /s/ Randall Borkenstein                  

Name: Randall Borkenstein

Title: Chief Financial Officer

Russell L. Carson

Thomas E. McInerney

Robert A. Minicucci

Anthony J. de Nicola

Paul B. Queally

Sanjay Swani

D. Scott Mackesy

John D. Clark

James R. Matthews

John Almedia, Jr.

Sean M. Traynor

Thomas Scully

Michael E. Donovan

Eric J. Lee

Brian T. Regan

Lucas Garman

David Mintz

By: /s/ Jonathan M. Rather                  

Name: Jonathan M. Rather

Title: Attorney-in-Fact

WCAS MANAGEMENT CORPORATION

By: /s/ Jonathan M. Rather                  

Name: Jonathan M. Rather

Title: Treasurer

EX-99

Exhibit L

UNIVERSAL AMERICAN CORP.

	STOCK OPTION AGREEMENT FOR DIRECTORS - 2007
UNDER 1998 INCENTIVE COMPENSATION PLAN (as amended)

                AGREEMENT made as of the 21st day of September, 2007 between UNIVERSAL AMERICAN CORP., a New York corporation (the “Company”), and each of the entities listed on the signature page hereof (each, a “Grantee”), in respect of the services of Matthew W. Etheridge, a partner in the Grantees’ affiliate Perry Capital LLC and the designee of the Grantees to serve on the Company’s Board of Directors in accordance with the Stockholders’ Agreement (the “Stockholders’ Agreement”) dated as of September 21, 2007 among the Company and the securityholders listed on the signature pages hereto.

W I T N E S S E T H:

WHEREAS, the Company, for the purposes stated therein, has adopted the 1998 Incentive Stock Compensation Plan, as amended (the “Plan”) the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Mr. Etheridge serves as a Director of the Company at the designation of the Grantees in accordance with the Stockholders’ Agreement; and

WHEREAS, in accordance with the said Plan, the Board of Directors has determined the Grantees are eligible for and should be granted options pursuant to said Plan as herein below provided, and the Grantees desire to have such options;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, THE PARTIES HERETO AGREE AS FOLLOWS:

1) GRANT OF OPTIONS. The Company hereby grants to the Grantees options to purchase an aggregate of 10,000 shares of the authorized and unissued Common Stock, par value $.01 per share, of the Company, in the amounts set forth in Annex A hereto, at the exercise price of $21.99 per share, as of the date set forth above (the "Grant Date"), upon and subject to the following terms and conditions:

a) Each option may be exercised only after the expiration of one (1) year and before the expiration of five (5) years from the Grant Date, and, within such period, subject to Article 10 of the Plan, only at the following times and in the following amounts:

  i) After the expiration of one (1) year from the Grant Date, each option may be exercised to the extent of not more than ONE THIRD (33%) of the shares granted in Paragraph 1 hereof;

  ii) After the expiration of two (2) years from the Grant Date, each option may be exercised to the extent of not more than TWO THIRDS (67%) of the 

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                                    shares granted in Paragraph 1 hereof; and

  iii) After the expiration of three (3) years from the Grant Date, each option may be exercised as to ALL (100%) of the shares granted herein.

In the event, and to the extent, that any option is not exercised on or before the expiration of five (5) years from the Grant Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall, upon the expiration of said five (5) years, completely lapse.

b) Except as provided in Sections 3 and 4, below, this option may be exercised in each instance only if at the time of each exercise, a designee of the Grantees is a Director of the Company and the Grantees shall have maintained a designee on the Company’s Board continuously since the Grant Date, other than any periods reasonably required for the administrative process of replacing a designee who leaves or is removed from the Board.

c) Each exercise of an option hereunder shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased and a date (not less than ten (10) business days after the date of the notice) on which the purchase is to be made, accompanied by payment in full of the option price of such shares. The option price shall be payable in United States dollars in cash or by certified check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, a Grantee may, with the approval of the Administrator of the Plan, exercise its option by tendering to the Company shares of the Company’s Common Stock owned by it for at least six months and having a fair market value (as determined by the Administrator of the Plan in its absolute discretion) equal to the option price (or the balance thereof) applicable to the option. Upon each exercise of an option hereunder, the Company shall deliver to the Grantee personally or at such address as it may specify in the above-mentioned notice, on the purchase date stated in such notice, a certificate made out to the Grantee for the number of shares being purchased.

2) TRANSFERABILITY OF OPTION. Each option granted under this Agreement will be exercisable only by the Grantee thereof. No option granted under this Plan shall be subject to execution, attachment, pledge, hypothecation or other process.

3) TERMINATION OF RELATIONSHIP.  

a) If the Grantees shall cease to maintain a designee as a Director of the Company for any reason, then each Grantee may, but only within three (3) months next succeeding the date the grantees ceased to maintain such designee, exercise the options granted hereunder to the extent that it was entitled to exercise such option at the date of such cessation. In no event, however, shall any option be

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      exercisable or exercised after the fifth anniversary of the Grant Date.

b) This Agreement shall not confer upon any Grantee any right with respect to the continuance of its relationship with the Company nor shall it interfere in any way with its right or the right of the Company to terminate such relationship at any time.

4) DILUTION AND OTHER ADJUSTMENTS. In the event that there is any change in the stock subject to the options granted hereunder through merger, consolidation or reorganization or similar event, or in the event of any dividend of the same class to holders of issued and outstanding stock of the same class, or the issuance to the holders of such stock of rights to subscribe to stock of the same class, or in the event of any split, combination or exchange of stock or other change in the capital structure of the Company, the Board of Directors of the Company shall make such adjustments in the options granted hereunder as it may deem equitable to prevent dilution or enlargement of the rights granted to the Grantees hereunder, and such adjustments, when so made, shall be conclusive and binding on the parties to this Agreement; provided, however, that nothing herein shall be construed as limiting or preventing the Company from exercising any right or power to make or enter into adjustments, reclassifications, reorganizations, or changes in its capital or business structure or to merge, consolidate or dissolve or to sell or transfer all or any part of its business or assets.

5) REQUIREMENTS BY LAW.

a) If any law, regulation of the Securities and Exchange Commission, or any regulation of any other commission or agency having jurisdiction shall require the Company or any Grantee to take any action with respect to the shares of stock to be acquired upon the exercise of the options granted hereunder, then the date upon which the Company shall deliver or cause to be delivered the certificate or certificates for the shares of stock shall be postponed until full compliance has been made with all such requirement of law or regulation.

b) No Grantee shall be, or shall be deemed to be, a holder of any shares subject to the options granted hereunder unless and until certificates for such shares are delivered to such Grantee in accordance with this Agreement, and no certificates may be delivered until the shares represented thereby are paid in full.

6) BINDING EFFECT OF THE PLAN. Each Grantee represents that its representatives have read and understand the Plan and agrees to be bound by all of the terms and conditions thereof. Whenever capitalized terms are used in this Agreement, they shall have the meaning specified in the Plan.

7) NOTICES. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Grantees at the address in the records of the Company for the Grantees or to either party at such other

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   address as either party hereto may hereafter designate in writing to the other. Any notice shall be deemed

   effective upon receipt  thereof  by the addressee.

8) CHOICE OF LAW.THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

9) SIGNATURES IN COUNTERPARTS. This Agreement may be signed in counterparts, which may be delivered by facsimile transmission, including by e-mail transmission of .pdf, .jpg, .gif, .tif or similar image files, and each of which shall be an original and all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

UNIVERSAL AMERICAN CORP.

By: /s/ David Monroe                          

David Monroe

Senior Vice President

PERRY PARTNERS, L.P.,

By: PERRY CORP., its General Partner

By: /s/ Michael C. Neus                      

Michael C. Neus

General Counsel

PERRY PARTNERS INTERNATIONAL, INC.

By: PERRY CORP., its Investment Manager

By: /s/ Michael C. Neus           Michael C. Neus

General Counsel

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PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND, L.P.

By: PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND (CAYMAN) GP, L.L.C., its General Partner,

By: PERRY CORP., its Managing Member

By: /s/ Michael C. Neus           Michael C. Neus

General Counsel

PERRY PRIVATE OPPORTUNITIES FUND, L.P.

By: PERRY PRIVATE OPPORTUNITIES FUND GP, L.L.C., its General Partner,

By: PERRY CORP., its Managing Member

By: /s/ Michael C. Neus           Michael C. Neus

General Counsel

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Annex A

Grantee	Number of Shares
Perry Partners L.P.	3,157
Perry Partners International Inc.	5,844
Perry Private Opportunities Offshore Fund, L.P.	154
Perry Private Opportunities Fund, L.P.	845
Total	10,000

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EX-99

Exhibit M

		UNIVERSAL AMERICAN CORP.
	STOCK OPTION AGREEMENT FOR DIRECTORS - 2008
UNDER 1998 INCENTIVE COMPENSATION PLAN (as amended)

This AGREEMENT is made as of the 24^th day of July, 2008 between UNIVERSAL AMERICAN CORP., a New York corporation (the “Company”), and each of the entities listed on the signature page hereof (each, a “Grantee”), in respect of the services of Jay Yang, a partner in the Grantees’ affiliate Perry Capital LLC and the designee of the Grantees to serve on the Company’s Board of Directors in accordance with the Stockholders’ Agreement dated as of September 21, 2007 among the Company and the securityholders listed on the signature pages thereto (the “Stockholders’ Agreement”).

W I T N E S S E T H:

WHEREAS, the Company, for the purposes stated therein, has adopted the 1998 Incentive Stock Compensation Plan, as amended (the “Plan”) the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, Mr. Yang serves as a Director of the Company at the designation of the Grantees in accordance with the Stockholders’ Agreement; and

WHEREAS, in accordance with the Plan, Mr. Yang has, in accordance with Section 11(b) of the Plan, designated the Grantees to be the recipients of the option to which he is entitled as a new Director; and

WHEREAS, in accordance with the Plan, the Grantees are eligible for and is required to be granted options pursuant to the Plan as herein below provided, and the Grantees desire to have such options;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, THE PARTIES HERETO AGREE AS FOLLOWS:

1) GRANT OF OPTIONS. The Company hereby grants to the Grantees options to purchase an aggregate of 10,000 shares of the authorized and unissued Common Stock, par value $.01 per share, of the Company, in the amounts set forth in Annex A hereto, at the exercise price of $9.93 per share, as of the date set forth above (the "Grant Date"), upon and subject to the following terms and conditions:

a) Each option may be exercised only after the expiration of one (1) year and before the expiration of five (5) years from the Grant Date, and, within such period, subject to Article 10 of the Plan, only at the following times and in the following amounts:

i) After the expiration of one (1) year from the Grant Date, each option may be exercised to the extent of not more than ONE THIRD (33.333%) of the shares granted 

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      in Paragraph 1 hereof;

ii) After the expiration of two (2) years from the Grant Date, each option may be exercised to the extent of not more than TWO THIRDS (66.667%) of the shares granted in Paragraph 1 hereof; and

iii) After the expiration of three (3) years from the Grant Date, each option may be exercised as to ALL (100%) of the shares granted herein.

In the event, and to the extent, that any option is not exercised on or before the expiration of five (5) years from the Grant Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall, upon the expiration of said five (5) years, completely lapse.

b) Except as provided in Sections 3 and 4 below, the options may be exercised in each instance only if at the time of each exercise, Mr. Yang or a successor designee of the Grantees is a Director of the Company and the Grantees shall have maintained Mr. Yang or such successor designee on the Company’s Board continuously since the Grant Date, other than any periods reasonably required for the administrative process of replacing a designee who leaves or is removed from the Board.

c) Each exercise of an option hereunder shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased and a date (not less than ten (10) business days after the date of the notice) on which the purchase is to be made, accompanied by payment in full of the option price of such shares. The option price shall be payable in United States dollars in cash or by certified check, bank draft, or postal or express money order; provided, however, that in lieu of payment in full in cash, a Grantee may, with the approval of the Administrator of the Plan, exercise its option by tendering to the Company shares of the Company’s Common Stock owned by it for at least six months and having a fair market value (as determined by the Administrator of the Plan in its absolute discretion) equal to the option price (or the balance thereof) applicable to the option. Upon each exercise of an option hereunder, the Company shall deliver to the Grantee personally or at such address as it may specify in the above-mentioned notice, on the purchase date stated in such notice, a certificate made out to the Grantee for the number of shares being purchased.

2) TRANSFERABILITY OF OPTION.

a) Each option granted under this Agreement will be exercisable only by the Grantee thereof, provided, however, that the Grantee may assign such option or any part thereof to any Affiliate of the Grantee. The term “Affiliate” shall mean any person or entity that controls, is controlled by or is under common control with the Grantee. No option granted under this Agreement shall be subject to execution, attachment, pledge, hypothecation or 

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            other process.

b) No option granted under this Agreement shall be subject to execution, attachment, pledge, hypothecation or other process.

3) TERMINATION OF RELATIONSHIP.  

a) If the Grantees shall cease to maintain a designee as a Director of the Company for any reason, then each Grantee or any assignee under Section 2a may, but only within three (3) months next succeeding the date the grantees ceased to maintain such designee, exercise the options granted hereunder to the extent that it was entitled to exercise such option at the date of such cessation. In no event, however, shall any option be exercisable or exercised after the fifth anniversary of the Grant Date.

b) This Agreement shall not confer upon any Grantee any right with respect to the continuance of its relationship with the Company nor shall it interfere in any way with its right or the right of the Company to terminate such relationship at any time.

4) DILUTION AND OTHER ADJUSTMENTS. In the event that there is any change in the stock subject to the options granted hereunder through merger, consolidation or reorganization or similar event, or in the event of any dividend to holders of issued and outstanding stock of the same class, or the issuance to the holders of such stock of rights to subscribe to stock of the same class, or in the event of any split, combination or exchange of stock or other change in the capital structure of the Company, the Board of Directors of the Company shall make such adjustments in the options granted hereunder as it may deem equitable to prevent dilution or enlargement of the rights granted to the Grantees hereunder, and such adjustments, when so made, shall be conclusive and binding on the parties to this Agreement; provided, however, that nothing herein shall be construed as limiting or preventing the Company from exercising any right or power to make or enter into adjustments, reclassifications, reorganizations, or changes in its capital or business structure or to merge, consolidate or dissolve or to sell or transfer all or any part of its business or assets.

5) REQUIREMENTS OF LAW.

a) If any law, regulation of the Securities and Exchange Commission, or any regulation of any other commission or agency having jurisdiction shall require the Company or any Grantee to take any action with respect to the shares of stock to be acquired upon the exercise of the options granted hereunder, then the date upon which the Company shall deliver or cause to be delivered the certificate or certificates for the shares of stock shall be postponed until full compliance has been made with all such requirements of law or regulation.

b) No Grantee shall be, or shall be deemed to be, a holder of any shares subject to the

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          options granted hereunder unless and until certificates for such shares are delivered to such Grantee in

              accordance with this Agreement, and no certificates may be delivered until the shares represented

              thereby are paid in full.

6) BINDING EFFECT OF THE PLAN. Each Grantee represents that its representatives have read and understood the Plan and agrees to be bound by all of the terms and conditions thereof. Whenever capitalized terms are used in this Agreement and not otherwise defined, they shall have the meaning specified in the Plan.

7) NOTICES. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Grantees at the address in the records of the Company for the Grantees or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any notice shall be deemed effective upon receipt thereof by the addressee.

8) CHOICE OF LAW.THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

9) SIGNATURES IN COUNTERPARTS. This Agreement may be signed in counterparts, which may be delivered by facsimile transmission, including by e-mail transmission of .pdf, .jpg, .gif, .tif or similar image files, and each of which shall be an original and all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

UNIVERSAL AMERICAN CORP.

By:/s/ David Monroe                          

David Monroe

Senior Vice President

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PERRY PARTNERS, L.P.,

By: PERRY CORP., its General Partner

By: /s/ Michael C. Neus                      

Michael C. Neus

General Counsel

PERRY PARTNERS INTERNATIONAL, INC.

By: PERRY CORP., its Investment Manager

By: /s/ Michael C. Neus           Michael C. Neus

General Counsel

PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND, L.P.

By: PERRY PRIVATE OPPORTUNITIES OFFSHORE FUND (CAYMAN) GP, L.L.C., its General Partner,

By: PERRY CORP., its Managing Member

By: /s/ Michael C. Neus           Michael C. Neus

General Counsel

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PERRY PRIVATE OPPORTUNITIES FUND, L.P.

By: PERRY PRIVATE OPPORTUNITIES FUND GP, L.L.C., its General Partner,

By: PERRY CORP., its Managing Member

By: /s/ Michael C. Neus                      

Michael C. Neus

General Counsel

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Annex A

Grantee	Number of Shares
Perry Partners L.P.	3,182
Perry Partners International Inc.	5,846
Perry Private Opportunities Offshore Fund, L.P.	150
Perry Private Opportunities Fund, L.P.	822
Total	10,000

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